Dear Members,
It gives me immense pleasure to share with you the performance of your
company along with audited financial statements for the financial year ended March 31,
2023.
1. State of Company Affairs
i) Our revenues primarily consist of revenue from trading of
securities/financial instruments, income from interest and dividend etc. Main object of
the Company is inter alia to carry on Business activities of trading in
securities/financial instruments.
ii) In order to make the combined financial strength, consolidation of
funds and resources, faster expansion of the business operations,resource optimization,
consolidation of the complementing strengths, optimization of working capital utilization
and stronger financial leverage,improved balance sheet,streamline the group holding
structure, stock broking business undertaking under the ambit of listed entity,
consolidation of cross location talent pool andan extensive pan India network for deeper
market penetration, among others, the Board of directors of the Company during board
meeting held on March 10, 2023 have inter alia considered and approved the draft Scheme of
Arrangement amongst Growth Securities Private Limited ("Demerged Company/GSPL"),
Algoquant Investments Private Limited ("Amalgamating Company/AIPL") and
Algoquant Fintech Limited ("Resulting Company" / "Amalgamated
Company/AFL") (together referred to as "Companies") and their respective
shareholders and creditors ("Scheme"), which entails
(i) Demerger of Stock Broking Business Undertaking (as more explicitly
defined in the Scheme) of the Demerged Company into the ResultingCompany and
(ii) Amalgamation of Amalgamating Company into and with the Amalgamated
Company and
(iii) Reorganisation of Equity Share Capital of the Resulting Company /
Amalgamated Company, in the manner set out in the Scheme; pursuant to the provisions of
Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies
Act, 2013 ("Act") and the rules made thereunder including but not limited to the
Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, read with Section
2(19AA), Section 2(1B) and other applicable provisions of the Income Tax Act, 1961
iii) The Company has initiated the process to avail the requisite
NOC/prior approval from the identified sectoral regulator.
iv) Cost-Benefit Analysisof the Scheme
a)TheproposedSchemewillresultinconsolidationofthebusinessesatCompanylevelandwouldstrengthen
the position thereof in long run, by enabling it to harness and optimise the synergies.
Accordingly, the Scheme would be in the best interest of the Companies and beneficial to
their respective shareholders.Improved organizational capability and leadership, arising
from the pooling of human capital, who have the diverse skills, talent and vast experience
would enable the Company to compete successfully in an increasingly competitive industry.
b) The Company would issue its equity shares as consideration to the
shareholders of the Demerged Company i.e., Growth Securities Private Limited and
Amalgamating Company i.e., Algoquant Investments w of resources from Algoquant Fintech
Limited. Apart outflo PrivateLimitedandtherewillbenocash from the cost of implementation
of the Scheme, including payment of stamp duty, there are no additional costs involved for
the proposed Scheme.
c) The proposed Scheme will also benefit the shareholders directly, as
the costs incurred towards the implementation of the Scheme foreshadows the long-run
benefit, to be derived by the shareholders, that can be derived by achieving strategic
& operational synergies. The Audit Committee is of the opinion that the expected
synergies and benefits, pursuant to the such cost. v) FY 2022-23 was a year of transition,
amid global slowdown & recession, hindenburg report on Adani, Covid19 Pandemic, Russia
Ukraine conflict& high inflation among others, we navigated this change well, without
slowing down our investments in peoples and technology. we have concluded the year on a
reasonable note despite challenging operating scenario aggravated by continued volatility
in stock market, disruption in investor sentiments caused by global slowdown &
recession, hindenburg report on Adani alleging fraudulent behaviour and other unethical
practices by the adani group, causing a major drop in the adani group market value, Russia
Ukraine conflict and variations in our focus remained to continuously invest in
personnels, technology and improve the size of balance sheet. Employee benefit expenses
grew by 234% & 141 % in Q4 & FY 23 as compared to Q4 & FY22 respectively.
Negative EBIT is majorly caused by enhanced employee benefit expenses during the period.
vi) Financial Results/summary The operating results of the Company for
the year under review are as follows:
|
(Rs. in Lakhs except per
share data) |
Particulars |
year ended 31.03.2023 |
year ended 31.03.2022 |
Revenue |
1371.01 |
1710.33 |
Profit before Interest, Depreciation & Taxation |
(626.49) |
320.77 |
Finance Costs |
158.93 |
63.85 |
Depreciation and amortisation |
22.40 |
4.35 |
Profit from Operations before Exceptional Items and Tax |
(648.89) |
316.42 |
Exceptional Items |
- |
- |
Profit before Taxation |
697.68 |
335.49 |
Less : Provision for Taxation |
|
|
Current Tax |
- |
58.47 |
Deferred Tax |
(355.80) |
(66.87) |
Profit After Taxation |
341.88 |
342.89 |
Total other Comprehensive Income |
416.43 |
999.86 |
Total Comprehensive Income for the period |
74.55 |
1342.75 |
Paid up equity share capital (Face value of Rs 2 each) |
160.72 |
160.72 |
Other Equity as per balance Sheet |
3267.99 |
3193.45 |
Earnings Per Share |
(3.65) |
4.03 |
2. Operations Review
In order to strengthen its market share, the Company has taken steps to
improve the business, operation, personnels, technology and growth strategy. Besides,
efficiency improvement and resource optimisation have been followed vigorously across all
the functions of the organisation, across thecountry during the year. It is one of the
fastest growing financial service-oriented company in India.
During the year under review, the Company continued to focus on
enhancing the capability of the organization, investment in personnel & technology,
improve the size of Balance Sheet and towards the achievement of goals, the Company has
been taking a number of initiatives.
Considering the scenario, the performance of the Company during the
year under consideration was reasonable. During the year under review, the Company has
earned a total revenue of Rs.1371.01 Lakh.
3. Economic Overview
During FY 2022-23, Stock market for India with key indices both the
NIFTY 50 and BSE Sensex clocking their all-time highs in December 2023. The conflict
between Russia and Ukraine led to the fluctuations in crude oil prices, weakness of the
rupee, pandemic-induced global supply chain challenges and the staggering inflation well
beyond the consumer price index (CPI) inflation of 4% within a band of +/- 2% range set by
the Reserve Bank of India are factors that were set to break the Indian stock market
indices' backs. It has instead been the reverse. Domestic markets in India have been
performing in line with the global correction, expected to achieve the new growth
milestone and to continue the momentum of growth.
4. Future outlook
The stock market is poised for a strong rally in 2024 as corporate
earnings impress and tonnes of Rupees/dollars of sidelined cash gets invested. earnings
growth should outpace the economy next year as long as credit conditions don't deteriorate
further India's growth continues to be resilient despite some signs of moderation in
growth. India's economic growth is anticipated to remain strong compared to other
South Asian nations, which face more challenging prospects. It is projected that India to
grow 6.7% in 2024, positioning it as the fastest-growing economy worldwide and continues
to be a bright spot. This growth is expected to be driven by strong domestic demand.
However, higher interest rates and reduced external demand may continue to impact
investments and exports in the country this year.
We believe we are well-poised to capitalise on the healthy prospects of
the industry and further solidify our position in the market. Our strong brand equity,
disciplined investment philosophy and robust process, cutting edge technology and
qualified personnels etc should facilitate our future growth.
5. dividend
Implementation of landmark reforms and immense growth opportunity for
the organised service industry in India, your directors intend to retain previous internal
accrual for business growth of the Company. Due to losses during the year, the Board of
directors does not propose to declare any dividend for this year.
6. Transfer to Reserve
Your directors do not propose to transfer any amount to the general
reserve.
7. Material changes and commitments
No material changes and commitments have occurred from the date of
close of the financial year till the date of this Report, which might affect the financial
position of the Company. However, the Board of the Company during Board meeting held on
March 10, 2023 has inter alia approved the scheme of arrangement amongst Growth
Securities Private Limited ("demerged Company/gsPL"), Algoquant
Investments Private Limited ("Amalgamating Company/ AIPL") and Algoquant
Fintech Limited ("Resulting Company" / "Amalgamated Company/AFL")
(together referred to as "Companies") and their respective shareholders
and creditors ("scheme"), which entails
(i) Demerger of Stock Broking Business Undertaking (as more
explicitly defined in the Scheme) of the Demerged Company into the Resulting Company
and
(ii) Amalgamation of Amalgamating Company into and with the Amalgamated
Company and
(iii) Reorganisation of Equity Share Capital of the Resulting Company /
Amalgamated Company, in the manner set out in the Scheme. The Company is in process to
avail the requisite NOC form identified sectoral regulator.
Furthermore, during the year, the registered office of the Company has
been shifted from state of Delhi to Gujarat.
Impact of Novel Covid -19 Pandemic
.The
Companytookeverypossibleprecautiontoensuresafetyofitsstaffacross the country in order to
contain the outbreak of COVID 19 pandemic. The Company had started to resume its
operations across the country in line with guidance issued by Ministry of Home Affairs
(MHA) and local authorities. Each office is being opened with utmost precautions,
implementing the highest standards and protocols on safety and hygiene to make them
absolutely safe for employees and stakeholders. The disruption in operations due to Covid
19 pandemic during the yearwas least as compare to the previous year on account of
decreased infection rate, herd immunity and successful implementation of covid 19
vaccination programmeetc, we are confident and prepared to handle these uncertainties.
8. share Capital
As on 31st March 2023, the authorized share capital of the
Company is Rs. 2,50,00,000/-(Rupees Two Crore Fifty Lakh Only) comprising of 1,15,00,000
Equity Shares of Rs.2/- (Two)each and 20,000 Preference Shares of Rs. 100/- (One hundred
only) each out of which the total issued, subscribed and paid-up equity share capital of
the Company stood at Rs 1,60,72,000 (Rupees One Crore Sixty Lakh Seventy-TwoThousand only)
divided into 80,36,000 Equity Shares at a face value of Rs. 2 (Two) each.
Your Company has not issued equity shares with differential voting
rights or otherwise, it has neither issued ESOP nor sweat equity shares and doesn't
have any scheme to fund its employees to purchase its shares of the Company. During the
year the Company has not made any allotment of shares.
9. Transfer to Investor Education and Protection Fund
Pursuant to the provisions of Section 205C of the Companies Act, 1956
(Section 125 of the Companies Act, 2013), your Company has not transferred any amount
during the year 2022-23 to the Investor Education and Protection Fund.
10. Employee stock Option scheme
During the year, the Company has not implemented any Employee Stock
Option Scheme "ESOP" and no ESOP scheme is in existence as on 31.03.2023
Therefore, the information is not required to be disclosed under SEBI
(Share Based Employee Benefits) Regulations,
2014 as on March 31, 2023.
11. Bonus issue
The Company has not allotted/transferred or issued any bonus shares
during the year. However, the Company has approved the scheme of arrangement as stated in
point 1 and 7 above. In compliance with Regulation 37 of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, (LODR Regulations), the scheme envisages
issuance of Bonus shares by AFL, as provided in Part D of the Scheme, extract of which is
as follows:
i) Extract of Part D of the Scheme of Arrangement Resulting Company /
Amalgamated Company (AFL) shall issue and allot by way of bonus, to each equity
shareholder whose name is recorded in the Registrar of Members of the Resulting Company /
Amalgamated Company and/or the records of the depository(ies) as equity shareholder of
Resulting Company / Amalgamated Company on the Part D Record Date in the following ratio:
"1 (One) new bonus fully paid-up equity share having face value of
INR 2/- (Indian Rupees Two) ("Bonus
Shares") for every 2 (Two) equity shares of AFL having face value
of INR 2/- (Indian Rupees Two) each held by a shareholder of AFL as on Part D Record
Date."
12. Change in the nature of the Business, if any
There was no change in the nature of business of the Company during
the financial year ended March 31, 2023.
However, the Company has entered into a Scheme of Arrangement as stated
in aforesaid point 1 and 7.
13. Indian Accounting standards (Ind-As)
Financial Statements of your Company for the financial year ended
31st March 2023, are prepared in accordance with provisions of Indian Accounting Standards
(Ind-AS), as notified under Section 133 of the Companies Act, 2013 read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended from time to time.
14. Internal Control systems and their adequacy
Your Company has in place, an adequate system of internal controls
commensurate with its size, requirements and the nature of operations. These systems are
designed keeping in view the nature of activities carried out at each location and various
business operations.
Your Company's in-house internal audit department carries out
internal audits at all offices across all locations the country. Their objective is to
assess the existence, adequacy and operation of financial and operating controls set up by
the Company and to ensure compliance with the Companies Act, 2013, SEBI (Listing
Obligations & Disclosures Requirements) Regulations, 2015 (SEBI Listing Regulations,
2015) (to the extent as applicable) and corporate policies.
Board of Directors of the Company has appointed M/s V B R G &
Associates, having office at 04, Rainbow Complex,
Bazaria, Ghaziabad, Uttar Pradesh-201001 , as the Internal Auditor of
the Company to conduct the Internal Audit Functions for Financial Year 2022-23. findings
by the audit department/auditor along with the follow-up actions undertaken
Asummaryofallsignificant thereafter is placed before the Audit Committee for review. The
Audit Committee reviews the comprehensiveness and effectiveness of the report and provides
valuable suggestions and keeps the Board of Directors informed about its major
observations, from time to time.
15. Internal financial controls
The Company has in place adequate financial controls commensurate with
its size, scale and complexity of its operations. The Company has in place policies and
procedures required to properly and efficiently conduct its business, safeguard its
assets, detect frauds and errors, maintain accuracy and completeness of accounting records
and prepare financial records/statements in a timely and reliable manner.
16. segment Reporting
The Board wishes to inform you that Segment Reporting is not
applicable to the Company.
17. Cash Flow Analysis
The Cash Flow Statement for the year, under reference in terms of
Regulation 36 of SEBI(LODR) Regulations, 2015 is annexed with the Annual Accounts of the
Company.
18. subsidiary companies, joint ventures and associate companies
The Company had no subsidiary and joint venture during the financial
year 2022-23. Further, there are no associate companies within the meaning of Section 2(6)
of the Companies Act, 2013 ("Act").
Algoquant Investments Private Limited (Formerly known as Mandelia
Investments Private Limited) is the holding Company. The Company has adopted a Policy for
determining the criteria of material subsidiaries which is available on
Company's website at www.algoquantfintech.com
19. Consolidated financial statements
The Company has no subsidiary, associate and joint venture during the
financial year 2022-23. Hence, the Company does not require to prepare the consolidated
financial statements for FY 2022-23.
20. deposits
The Company has not accepted any depositscovered under Chapter V of the
Companies Act,2013 read with The Companies (Acceptance ofDeposits) Rules, 2014.
During the financial year under review, the Company has received an
unsecured loan from Mr. Devansh Gupta, Managing Director of the Company as stated in
financial statement for the year ended March 31, 2023.
21. secretarial standards of ICsI
The Ministry of Corporate Affairs has mandated SS-1 and SS-2 with
respect to Board meetings and General meetings respectively. The Company is in compliance
with the same and also complying the other optional Secretarial Standards as applicable.
22. Auditors and Auditors' Report statutory audit
Your Company's Auditor, M/s OP Bagla & Co. LLP, (Regn. No.
000018N/N500091), Chartered Accountants, Delhi, was appointed as the Statutory Auditor of
the Company from the conclusion of 59th Annual General Meeting till the conclusion of the
64th Annual General Meeting of the Company to be held in the year 2027.
The Ministry of Corporate Affairs vide its Notification dated May 7,
2018, has dispensed with the requirement of appointment by the shareholders, every year.
Hence, the resolution relating to ratification ratification of Auditor's appointment
is not included in the Notice of the ensuing Annual General Meeting
The Company had received a certificatefrom the Auditor under section
141 of the Companies Act 2013 to the effect that they are eligible to act as Statutory
Auditors of the Company.
The Auditor has conducted the statutory audit of the financial
statement of the Company for FY 23 and has issued and provided an unqualified and
unmodified audit report thereon. Hence, Qualification and response to
Report is not applicable.
secretarial audit
Pursuant to the provisions of Section 204 of the Companies Act 2013,
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s Parth P Shah & Associates, Practicing Company Secretaries,
as its secretarial auditor to undertake the secretarial audit for FY 2022-23. The
secretarial audit report certified by the secretarial auditors, in the specified form MR-3
is annexed herewith and forms part of this report and enclosed as Annexure I. The
secretarial audit report does not contain any qualifications, reservations or adverse
remarks.
23. Frauds Reported by Auditor under section 143 (12) other than those
which are reportable tothe Central government There are no such frauds reported by
auditor, which are committed against the Company by directors, officers or employees of
the Company.
24. Conservation energy, technology and foreign exchange outgo
The particulars of conservation of energy, technology absorption and
foreign exchange earnings and outgo in accordance with the provisions of Section 134(3) of
the Companies Act, 2013 read with Rule 8 of the Companies (Accounts of Companies) Rules,
2014, is annexed herewith and forms part of this Report and enclosed as Annexure II.
25. Extract of Annual Returns
In accordance with Section 92(3) of the Companies Act, 2013, read
with Companies (Management and Administration) Rules, 2014, the requirement of attaching
extract of annual return in Form MGT-9 with the Board's Report is done away with. The
Annual Return as referredin Section 134(3)(a) of the Act for the financial year ended
March 31, 2023, is available on the websites of the Company i.e. www.algoquantfintech.com
26. Corporate social responsibility
Corporate social responsibility forms an integral part of your
Company's business activities. Your Company is a responsible corporate citizen,
supporting activities which benefit the society as a whole. The Provision of the
Section 135 of the Companies Act, 2013 read with Companies (Corporate
social Responsibility Policy) Rules, 2014 is not applicable to the Company.
The disclosures as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is not applicable to the Company.
27. directors and key managerial personnel
In accordance with provisions of Section 152 of the Act read with Rules
made thereunder, Mr. Himanjal Jagdishchandra Brahmbhatt (DIN: 00049679), Non-Executive
Director is liable to retire by rotation at the 60th Annual General
Meeting "AGM" and being eligible, offers himself for
reappointment.
Ms.Ayushi Jain has resigned as Company Secretary & Compliance
officer of the Company w.e.f 08.09.2022due to her personal reason.
Mr. Atul Kaushalhas been appointed as Company Secretary &
Compliance Officer of the Company w.e.f-09.09.2022.
Mr Himanjal Jagdishchandra Brahmbhatt (DIN 00049679) has been appointed
as a non-executive Director of the Company w.e.f. 30.07.2022.
Mr Gyaneshwar Sahai (DIN 00657315) has been appointed as an Independent
Director of the Company w.e.f. 30.07.2022.
Ms Shubhangi Agarwal (DIN 08135535) has been appointed as a
WomanIndependent Director of the Company w.e.f. 30.07.2022.
All the Independent Directors have submitted their declaration to the
Board confirming that they meet the criteria of independence as stipulated in Section
149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (to the extent as applicable).
None of the Directors of the Company is disqualified for being
appointed as Director, as specified in Section 164(2) of the Companies Act, 2013 and Rule
14(1) of the Companies (Appointment and Qualification of Directors) Rules,
2014.
In the opinion of the board, independent directors appointed during the
year have complied the requirement w.r.t integrity, expertise and experience (including
the proficiency) as applicable.
A brief resume of the Director proposed to be appointed/reappointed, is
provided in the Notice of the Annual General Meeting forming part of the Annual report.
The Key Managerial Personnel (KMP) in the Company as per Section 2(51)
and 203 of the Companies Act, 2013 are as follows:
1. Mr. Devansh Gupta: Managing Director
2. Mr. Atul Kaushal: Company Secretary & Compliance Officer w.e.f
09.09.2022
3. Mr. Yogesh Gusain: Chief Financial Officer
28. Board induction, training and familiarization programme for
Independent directors
Prior to the appointment of an Independent Director, the Company sends
a formal invitation along with a detailed note on the profile of the Company, the Board
structure and other relevant information. At the time of appointment of the Director, a
formal letter of appointment which interalia explains the role, functions, and
responsibilities expected of him/her as a Director of the Company is given. The Director
is also explained in detail about the various compliances required from him/ her as a
director under the various provisions of the Companies Act 2013, SEBI Listing Regulations,
2015, SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct of the
Company and other relevant regulations.
A Director, upon appointment, is formally inducted to the Board. In
order to familiarise the Independent Directors about the various business drivers, they
are updated through presentations at Board Meetings about the performance and Financials
of the Company. They are also provided presentations/booklets about the business and
operations of the Company.
The Directors are also updated on the changes in relevant corporate
laws relating to their roles and responsibilities as Directors. The details of the Board
familiarization programme for the Independent Directors can be accessed at
www.algoquantfintechcom.
29. Performance evaluation
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and the Guidance note on Board evaluation issued by SEBI vide its circular dated January
5, 2017, the Company has framed a policy for evaluating the annual performance of its
Directors, Chairman, the Board as a whole, and the various Board Committees, and
Directors' appointment and remuneration including
criteriafordeterminingqualifications,positive attributes, independence of a director and
other matters provided under sub-section (3) of section 178. The Nomination and
Remuneration Committee of the Company has laid down parameters for performance evaluation
in the policy, they include:
Attendance
Preparedness for the meeting
Staying updated on developments
Active participation in meetings
Constructive contributions/positive attributes
Engaging with and challenging management team without being confrontational or
obstructive
Protection of stakeholder interests
Contribution to strategic planning
Carrying out responsibilities as per the code of conduct
The Board also evaluated the performance of each of the Directors, the
Chairman, the Board as whole and all committees of the Board. The process of evaluation is
carried out in accordance with the Board Evaluation Policy of the Company and as per
criteria suggested by SEBI.
30. Number of meetings of the Board
The Board of Directors held 09 meetings during the year on 20.05.2022,
30.05.2022, 08.07.2022, 12.08.2022, 08.09.2022, 05.11.2022, 05.01.2023, 02.02.2023 and
10.03.2023. The maximum time gap between any two meetings was less than 120 days. Video
conferencing facilities are also used to facilitate Directors at other locations to
participate in the Board Meetings.
The details of Board Meetings held and attendance of Directors are
provided in the Report on Corporate Governance forming part of this report.
31. separate meeting of Independent directors
Details of the separate meeting of the Independent Directors held and
attendance of Independent Directors therein are provided in the Report on Corporate
Governance forming part of this report.
32. Committees of the Board
The Company has constituted/reconstituted various Board level
committees in accordance with the requirements of Companies Act 2013. The Board has the
following committees as under:
I. Audit Committee
II. Nomination and Remuneration Committee
III. Stakeholders Relationship Committee
IV. Independent Director Committee
Details of all the above Committees along with composition and meetings
held during the year under review are provided in the Report on Corporate Governance
forming part of this report.
33. Whistleblower policy
The Company has established an effective whistle blower policy (vigil
mechanism) and procedures for its directors and employees; details of which are provided
in the Report on Corporate Governance which forms part of this report. The policy on vigil
mechanism may be accessed on the Company's website at: www.algoquantfintech.com.
34. Remuneration policy
The remuneration policy of the Company aims to attract, retain and
motivate qualified people at the executive and at the board levels. The remuneration
policy seeks to employ people who not only fulfil the eligibility criteria but also have
the attributes needed to fit into the corporate culture of the Company. The remuneration
policy also seeks to provide well-balanced and performance related compensation packages,
taking into account shareholder interests, industry standards and relevant regulations.
The remuneration policy ensures that the remuneration to the directors,
key managerial personnel and the senior management involves a balance between fixed and
incentive pay reflectingshort and long-term performance objectives appropriate to the
working of the company and its goals. The remuneration policy is consistent with the
pay-for-performance' principle. The Company's policy on remuneration and
appointment of Board members as mentioned in the Remuneration Policy has been disclosed at
the company's website www.algoquantfintech.com annexed with the Directors'
Report which forms part of the Annual Report as Annexure III.
35. Related party transactions
All related party transactions entered into by the Company during the
financial year were at arm's length. During the year the Audit Committee had granted
an omnibus approval for transactions which were repetitive in nature for one financial
year and all such omnibus approvals were reviewed by the Audit Committee on a periodic
basis. Material contracts or arrangements with related parties were entered into during
the year under review. All related party transactions were placed in the meetings of Audit
Committee and the Board of Directors for the necessary review and approval. Your
Company's policy on related party transactions, as approved by the Board, can be
accessed at: www.algoquantfintech.com. Accordingly, the disclosure of Related Party
Transactions as required under Section
134(3)(h) of the Companies Act, 2013, in Form AOC-2 is appended as Annexure
VII to this report.
36. Particulars of loans, guarantees and investments
During the year ended March 31, 2023, the Company has made an
investment and granted loan in accordance with section 186 of the Companies Act 2013 and
details thereof are given in the notes to financial statements for the year ended March
31, 2023.
37. Particulars of employees and managerial remuneration
The information of employees and managerial remuneration, as required
under Section 197(2) read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, and other details are annexed herewith and forms part of
this report as Annexure IV.
38. Management discussion and analysis
As per Regulation 34(3) read with schedule V of the SEBI Listing
Regulations 2015, as applicable, Management Discussion Analysis, is an integral part of
this report and annexed herewith and forms part of this report as Annexure VI.
39. Corporate governance Report
Your Company has made serious effort to comply with the provisions of
the Corporate Governance in order to secure the interest of all the stakeholders of the
Company. It has always been the Company's endeavour to excel through better Corporate
Governance and fair & transparent practices, many of which have already been in place
even before they were mandated by the law of land. The management of Company believes that
it will further enhance the level of Corporate Governance in the Company. Corporate
Governance report forming part of this annual report is enclosed herewith.
40. Risk Management system
The Company has developed and implemented a risk management policy
which is periodically reviewed by the management, the enterprise risk management policy of
the Company, which has been duly approved by the Board, is reviewed by the Audit Committee
and the Board on a periodic basis. The risk management process encompasses practices
relating to identification,assessment, monitoring and mitigation of various risks to key
business objectives.
Besides exploiting the business opportunities, the risk management
process seeks to minimise adverse impacts of risk to key business objectives.
41. Prevention of sexual harassment at workplace
Your Company is committed to provide a work environment which ensures
that every woman employee is treated with dignity, respect and equality. There is
zero-tolerance towards sexual harassment and any act of sexual harassment invites serious
disciplinary action.
The Company has established a policy against sexual harassment for its
employees. The policy allows every employee to freely report any such act and prompt
action will be taken thereon. The policy lays down severe punishment for any such act.
Further, your directors state that during the year under review, there were no cases of
sexual harassment reported to the Company pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
42. Details of significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's operations in
future and material orders passed by the regulators or courts or tribunals that may
have an impact Therearenosignificant for the company as a going concern and/or
company's operations.
43. depository systems
Company's shares are listed on BSE. As on March 31, 2023,
63,65,799 Equity Shares stand with the NSDL and 9,46,961 Equity Shares stand with the CDSL
and 7,23,240 Equity Shares stands in physical form.
The Company has entered into agreements with both National securities
Depository Limited (NSDL) and Central Depository services (India) Limited (CDSL) whereby
shareholders holding Shares in physical mode are requested to avail of the
dematerialization facility with either of the depositories.
Your Company had appointed M/s Link Intime India Private Limited, a
Category-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent.
44. Listing Of shares
The Company's shares are listed on the below mentioned Stock
Exchange:- I. BSE Limited (BSE) Phiroze Jeejeebhoy Towers,25th Floor, Dalal Street, Mumbai
400001 Script Code: - 505725
45. dividend distribution Policy
The Company has formulated a dividend distribution policy which is
enclosed as Annexure V and the same is also displayed on the website of the company
i.e. www.algoquantfintech.com.
46. Industrial Relations
The Company maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinting efforts of Employees have enabled
the Company to remain at the leadership position in the industry. It has taken various
steps to improve productivity across organization.
The Board also takes this opportunity to express its deep gratitude for
the continued co-operation and support received from its valued shareholders.
47. general
Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:-
a) Issue of the equityshareswithdifferential rights as to dividend, voting or
otherwise.
b) Issue of shares (including sweat equity shares) to Directors or employees.
c) Purchase of or subscription for shares in the Company by the employees of the
Company.
d) There is no subsidiary of the Company.
e) As there is no subsidiary of your Company, so Managing Director/Whole Time Directors
of the Company does not receive any remuneration or commission from any of such Companies.
f) No remuneration received by Managing Director/Whole Time Directors from holding
company i.e., Algoquant Investments Private Limited.
48. directors' Responsibility statement
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013 with respect to Directors'
Responsibility statement,theDirectorsconfirmthat:
1) In the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards have been followed and no material
departures have been made therefrom.
2) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at March 31, 2023
and of the profit and loss of the Company for the year ended on that date.
3) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
4) The annual accounts were prepared on a going concern basis.
5) The Directors have laid down effective internal financial controls
to consistently monitor the affairs of the company and that such internal financial
controls were adequate and operating effectively.
6) The Directors have devised a proper system to ensure compliance with
the provisions of all applicable laws and the same are adequate and operating effectively.
7) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
49. disclosure with Respect to dMAT suspense account /unclaimed
suspense account;
No DMAT suspense account /unclaimed suspense account reported by RTA,
NSDL and CDSL to the company
50. Disclosure of details of any application filed for corporate
insolvency resolution process, by a financial or operational creditor or by the company
itself under the IBC before the NCLT;
No such instance has taken place during the period under review.
51. Business Responsibility Report (BRR)
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, mandate the inclusion of the BRR as part of the Annual
Report for top 1,000 listed entities based on market capitalization. In compliance with
the Regulation 32(f) of the Listing Regulations, the Business Responsibility Report of the
Company for the year ended March 31, 2023 is not applicable to the Company.
52. Maintenance of Cost Records
As per the provisions of the Section 148(1) of the Companies Act,
2013 the Company is not required to maintain cost Records. Accordingly, such accounts and
records are not made and maintained.
53. One Time settlement
During the Year ended March 31, 2023, the Company has not made any
one-time settlement w.r.t credit facility and no instance of difference between amount of
the valuation done at the time of one-time settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof was occurred.
54. Acknowledgements
Your directors would like to acknowledge and place on record their
sincere appreciation of all stakeholders shareholders, bankers, dealers, vendors
and other business partners for the excellent support received from them during the year
under review. Your directors recognise and appreciate the efforts and hard work of all the
employees of the Company and their continued contribution to its progress.
By the Order of the Board of directors |
For Algoquant Fintech Limited |
Earlier known as Hindustan Everest Tools Limited |
Sd/- |
Sd/- |
Devansh Gupta |
Dhruv Gupta |
(Managing Director) |
(Director) |
DIN: 06920376 |
DIN: 06920431 |
Date: - 01.09.2023 |
|
Place: - New Delhi |
|