To The Members,
EAST INDIA SECURITIES LIMITED
The Board of Directors present the Twenty Sixth Annual Report together with the
Audited Financial Statements of East India Securities Limited ("Company") for
the year ended 31st March 2021.
1. FINANCIAL RESULTS
The key financial parameters of the Company's performance during the year under review
are given in the table below:-
|
|
Amount in (Rs) |
Particulars |
2020-21 |
2019-20 |
Income |
|
|
Revenue from Operations |
1,04,74,34,856 |
70,14,11,793 |
Other Income |
4,16,91,855 |
1,08,73,750 |
Total Income |
1,08,91,26,711 |
71,22,85,543 |
Employee Benefits Expenses |
4,13,97,946 |
4,63,02,222 |
Depreciation & Amortization Expenses |
20,87,721 |
24,26,902 |
Other Expenses |
9,74,05,277 |
9,89,85,305 |
Total Expenses |
14,08,90,943 |
14,77,14,429 |
Profit/(Loss) before tax |
94,82,35,768 |
56,45,71,114 |
Less: Current tax |
(23,04,44,797) |
(11,75,90,425) |
Income Tax for Earlier Years |
(16,783) |
57,145 |
Add/(Less): Deferred tax Assets/(Liability) |
4,53,584 |
(4,11,107) |
Profit/(Loss) for the period after tax |
71,82,27,772 |
44,66,26,727 |
Earnings Per Share |
|
|
(a) Basic |
196 |
122 |
(b) Diluted |
196 |
122 |
2. STATE OF COMPANY'S AFFAIRS
The revenue from operations for FY 2020-21 at Rs. 104.74 Crores increased by approx 49%
over the previous year whereas total income witnessed approx 52% growth from Rs. 71.22
Crores to Rs. 108.91 Crores. During the year, your company has earned Rs 4.15 Crores from
sale of investment. In the year under review, despite adverse market scenario, your
company has managed excellent growth and the Directors are hopeful that the company will
do better in current year. Profit before tax at Rs. 94.82 Crores reflected a growth of 67
% over previous year; the growth was due to higher core revenue, improved operating
performance and good cost management. Further information on the operational and financial
performance, amongst others, is given in the Management Discussion and Analysis Report,
and is in accordance with the SEBI (Listing Obligation & Disclosure Requirements)
Regulations 2015.
3. COVID-19
In the Financial Year 2020-21, the COVID-19 pandemic developed rapidly into a global
crisis, forcing governments to enforce lock-downs of all economic activity. The Company
swiftly reacted by providing the required support to the workforce, clients and the
community. However, our Company's principal business is stock broking which is from
exempted category of Lockdown. Hence our operations are continued during the lockdown
period complying with the advisories issued by the Government of India from time to time.
The Company, along with delivering business continuity for clients, must, with renewed
vigor, ensure the wellbeing of their employees and the communities in which they operate.
Comprehending the importance of the role played by vaccines in our fight against the
COVID-19 virus, we have been working very closely to put together various frameworks for
the immunization drive to encourage employees and their family members to get vaccinated.
4. DIVIDEND
The Directors of the Company do not recommend dividend for the Financial Year ended 31st
March 2021. The Company is generating better Shareholders return through reinvestment in
core business.
5. SHARE CAPITAL
The Authorized Share Capital of The company is Rs 5,00,00,000/- divided into
50,00,000/- Equity Shares of face value of Rs 10/- each. There is no change in the
authorized share capital of the company during the year under review.
The Issued, Paid up & Subscribed Share Capital of The company is Rs 3,66,70,000/-
divided into 36,67,000 Equity Shares of face value of Rs 10/- each. There is no change in
the Issued, Paid up & Subscribed Share Capital of the company during the year under
review.
The company has not issued any equity shares with differential rights as to dividend,
voting or otherwise during the year under review.
A) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review
B) SWEAT EQUITY
The company has not issued any sweat equity during the year under review
C) BONUS SHARES
The company has not issued any bonus shares during the year under review
6. LISTING OF SHARES
The equity shares of Company are listed on the SME Platform of BSE Limited, 25th Floor,
P.J. Towers, Dalal Street, Mumbai - 400 001 from 13th March, 2018.
7. DEMATERIALIZATION OF SHARES
Your Company's 100 percent shares are dematerialized. The company has Agreement with
both National Securities Depository Limited and Central Depository Service (India) Limited
for providing Demat facility to its Shareholders. M/s Cameo Corporate Services Limited is
RTA of the company.
8. DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and rules made there under.
9. TRANSFER TO RESERVES
The Company has proposed to transfer a sum of INR Thirty Crores to reserves out of
accumulated profit. The Company's total reserves stand at Rs.461 crores as on March 31,
2021 compared to Rs. 389 crores last year, thus increasing by more than 18%.
10. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company has no subsidiaries or joint ventures.
11. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During the year six(6) meetings of the Board of Directors were held. These were held on
29th May, 2020, 29thJune, 2020, 27th August, 2020, 5thOctober,
2020, 13th November, 2020 and 22nd January, 2021. Three meetings of
Audit committee were held, one meeting of Nomination and Remuneration Committee, one
meeting of Stakeholders Relationship Committee and one meeting of Corporate Social
Responsibility Committee were held during the year.
12. CHANGE OF REGISTERED OFFICE OF THE COMPANY
The Registered Office of the Company is DA-14, Sector-1, Salt Lake City, Kolkata-700064
and there is no change during the year.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
There was no change in the Directors during the year under review.
CHANGES IN COMPOSITION OF COMMITTEES ARE AS FOLLOWS
As on 31st March, 2021 the Board had four committees namely Audit Committee,
Nomination and Remuneration Committee, Shareholder Relationship Committee and Corporate
Social Responsibilities Committee. The majority of the committees consist entirely of
Independent Directors. There was no change in composition of committees during the year.
During the year, all recommendations made by the committees were approved by the Board.
The Composition of the Committees is mentioned below:
AUDIT COMMITTEE
Name of Director |
Designation |
Appointment |
Chairman/ Member |
Sanjay Kumar Shroff |
Managing Director |
20-02-2018 |
Member |
Tarit Kumar Bhaumik |
Non-Executive Independent Director |
20-02-2018 |
Chairman |
Pradip Kumar |
Non-Executive Independent Director |
09-08-2018 |
Member |
Kirti Kothari |
Non-Executive Independent Director |
10-05-2018 |
Member |
NOMINATION AND REMUNERATION COMMITTEE
Name of Director |
Designation |
Appointment |
Chairman/ Member |
Tarit Kumar Bhaumik |
Non-Executive Independent Director |
20-02-2018 |
Chairman |
Pradip Kumar |
Non-Executive Independent Director |
09-08-2018 |
Member |
Kirti Kothari |
Non-Executive Independent Director |
20-02-2018 |
Member |
Vivek Agarwal |
Non-Executive Director |
10-05-2018 |
Member |
SHAREHOLDERS RELATIONSHIP COMMITTEE
Name of Director |
Designation |
Appointment |
Chairman/ Member |
Tarit Kumar Bhaumik |
Non-Executive Independent Director |
20-02-2018 |
Chairman |
Pradip Kumar |
Non-Executive Independent Director |
09-08-2018 |
Member |
Kirti Kothari |
Non-Executive Independent Director |
20-02-2018 |
Member |
Vivek Agarwal |
Non-Executive Director |
10-05-2018 |
Member |
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Name of Director |
Designation |
Appointment |
Chairman/ Member |
Tarit Kumar Bhaumik |
Non-Executive Independent Director |
20-02-2018 |
Member |
Sanjay Kumar Shroff |
Managing Director |
20-02-2018 |
Member |
Vivek Agarwal |
Non-Executive Director |
20-02-2018 |
Chairman |
KEY MANAGERIAL PERSONNEL
During the Financial Year Mr. Anupam Jain, Company Secretary & Compliance Officer
resigned from his position vide his resignation letter dated 27th June, 2020
and consequently Ms. Nikita Chamaria is appointed as Company Secretary & Compliance
Officer of the Company with effect from 1st July, 2020 vide Board Meeting dated
29th June, 2020. Currently, the Key Managerial Personnel as per the provisions
of Section 203 of the Companies Act, 2013 are mentioned below: -
a) Mr. Sanjay Kumar Shroff - Managing Director
b) Mr. Tapas Kumar Maity - Whole-time Director
c) Mr. Kunal Agarwal - Chief Financial Officer
d) Mr. Nikita Chamaria - Company Secretary & Compliance Officer
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors have submitted their declarations of independence, as
required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet
the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and
Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015.
None of the Directors of the company are disqualified from being appointed as Directors
as specified in Section 164 of The Companies Act 2013.
PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT
As required under Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Particulars of the Director retiring by rotation and
seeking appointment / re-appointment at the ensuing Annual General Meeting is annexed to
the notice convening 26th Annual General Meeting.
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the
Board of Directors has carried out an annual evaluation of its own performance, its
Committee and individual Directors. Assessment sheets for evaluation of performance of
Board, its committees and individual directors were prepared based on various aspects,
which among other parameters, included composition of the Board and its Committees,
conducting of Board Meetings, effectiveness of its governance practices etc. Further the
Independent Directors, at their meetings held during the year, reviewed the performance of
the Board, the nonIndependent Directors and the Chairman
REMUNERATION POLICY
The company follows a policy on remuneration of Directors, Key Managerial Personnel
(KMP), Senior Management Personnel (SMP) and other employees of the Company. The policy
was approved by the Nomination & Remuneration Committee of the Company in compliance
to Section 178(1) of the Companies Act, 2013.
14. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
Except as disclosed elsewhere in the Report, no material changes and commitments which
could affect the financial position of the Company have occurred between the end of the
financial year of the Company to which the financial statements relate and the date of
this Report.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 if any forms part of the notes to the financial statements provided in the Annual
Report.
16. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has adequate internal controls and processes in place with respect to its
financial statements which provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements. These controls and
processes are driven through various policies, procedures and certifications. The
processes and controls are reviewed periodically.
Your Company has laid down standards and processes which enable internal financial
control across the Company and ensure that the same are adequate and are operating
effectively.
17. EXTRACT OF ANNUAL RETURN
The extract of Annual Return in form no.MGT-9 as required under Section 92 of the
Companies Act, 2013 for the financial year ending March 31, 2021 is annexed hereto as
"Annexure A" and forms part of this report.
18. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year ended
31st March, 2021 were on an arm's length basis and were in the ordinary course of
business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not
attracted. Further, there are no materially significant related party transactions during
the year under review made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the
interests of the Company at large. Thus, disclosure in Form AOC-2 is not required.
19. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT. 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. There was no case of sexual harassment reported during the
year.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO:
A. Conservation of Energy
We have undertaken various initiatives for energy conservation at our premises as
detailed below:-
LED lights, and other energy conservation measures such as installation of energy
efficient equipment, Variable Refrigerant Flow (VRF) technology in Air Conditioning
System, Polarized refrigerant additive for improving compressor efficiency of Air
Conditioning Systems, have been installed in our offices.
Rainwater harvesting is implemented at our corporate office.
We have made out of the way efforts to go electronic and reduce use of paper. In our
transactions and interactions with our Bankers, Exchanges, Depositories, a large number of
processes are being conducted electronically and thereby saving energy. Our internal
record keeping and communication between team members and various divisions has also
tilted more towards electronic mode. We have reached out to our customers and other
business partners and stake holders and received their co-operation in the 'Go Green'
movement, encouraging online bill payment, online funds transfer and subscribing to
e-statements to migrate customers to 'paperless' and 'commute-free' modes of conducting
financial transactions.
B. Foreign Exchange Earnings and Outgo Earnings
Earnings |
Rs. 4,14,416 ($ 5575.63) |
Outgo |
NIL |
21. RISK MANAGEMENT
Risk Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization
Procedure which is reviewed by the Board from time to time. These procedures are reviewed
to ensure that executive management controls risk through means of a properly defined
framework. The major risks have been identified by the Company and its mitigation
process/measures have been formulated in the areas such as business, project execution,
event, financial, human, environment and statutory compliance.
22. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
As part of its initiatives under Corporate Social Responsibility (CSR), the Company has
undertaken projects in the areas of Education, Health and Innovation. These projects are
in accordance with Schedule VII of the Companies Act, 2013.
The Annual Report on CSR activities is annexed herewith as "Annexure B".
23. DIRECTORS' RESPONSIBILITY STATEMENT
As per provision of section 134(5) and 134(3) (c) of the Companies Act, 2013("the
Act") and based upon the representation of the Management, the Board of Directors of
the Company confirms that:
a) In the preparation of the annual accounts for the financial year ended 31st March
2021, the applicable accounting standards have been followed and there have been no
material departures from the same.
b) 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 at the end of the financial year 31st
March, 2021 and of the Profit of the Company for that Period;
c) 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;
d) The directors have prepared the accounts for the financial year ended 31st March
2021 on a going concern basis;
e) The directors have laid down internal controls to be followed by the Company and
that such internal controls are adequate and were operating effectively;
f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
24. AUDITOR
At the 25th Annual General Meeting dated 25th September, 2020
M/s. Nokari & Associates, Chartered Accountants were appointed as Statutory Auditors
of the Company for the FY 2019-20.As per the terms of the Section 139 of the Companies
Act, 2013, M/s. Nokari & Associates, Chartered Accountants, being eligible for
Re-appointment and subject to the approval of the shareholders, are re-appointed as
Statutory Auditor of the Company for periods of further 4 years i.e. from FY- 2020-21 to
2023-2024.
25. COST AUDIT REPORT
As per provision of section 148(1) of Companies Act, 2013 and rule 6(2) of Companies
(Cost records and audit) Rules, 2014, the company is not required to appoint a cost
auditor to audit the cost records of the company.
26. SECRETARIAL AUDIT REPORT
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 with the
approval of its Board, appointed Mr. Hitesh Bhansali, Practicing Company Secretary,
Kolkata to undertake the Secretarial Audit of the Company for the financial year ended
31st March, 2021. The Secretarial Auditor has confirmed that the Company has complied with
the applicable provisions of the Companies Act, 2013 and the Rules made there under,
Listing Regulations, applicable SEBI Regulations, Secretarial Standards and other laws
applicable to the Company Pursuant to Regulation 40(9) of the Listing Regulations,
certificates have been issued on a half yearly basis, by a Company Secretary in practice,
certifying due compliance of share transfer formalities by the Company. The Secretarial
Audit Report is annexed herewith as Annexure- C".
A Chartered Accountant/company secretary in practice carries out a quarterly
Reconciliation of Share Capital Audit, to reconcile the total admitted capital with
National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd.
(CDSL) and the total issued and listed capital. The audit confirms that the total issued/
listed capital is in agreement with the aggregate of the total number of shares in
physical form and the total number of shares in dematerialized form (held with NSDL and
CDSL).
27. PARTICULARS OF EMPLOYEES:
The information required under Section 197(12) of the Act read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as
Annexure D.
The information required under Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, including amendment thereto, is
provided in the Annexure forming part of the Report. In terms of the first proviso to
Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders
excluding the aforesaid Annexure D. The said Annexure is open for inspection at the
Registered Office of the Company. Any shareholder interested in obtaining the same may
write to the Company Secretary.
During the year under review, your company enjoyed cordial relationship with employees
at all levels.
28. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to provision of section 177(9) of the Companies Act, 2013 and rule 7 of the
Companies (Meetings of Board and its powers) Rules, 2014 there under read with Regulation
22 of SEBI (Listing Obligations and Disclaimer Requirements) Regulations, 2015, the
Company has established a vigil mechanism policy for its directors and employees to report
their genuine concerns or grievances The vigil mechanism policy provides adequate
safeguard against the Whistle blower's disclosures that can be made to the Chairman of the
Audit Committee. The Vigil Mechanism Policy is available on the website of the Company
www.eisec.com. During the Financial year ended 31st March, 2021, the Company
has not received any complaint under this scheme.
29. CORPORATE GOVERNANCE
The Corporate governance is not applicable to the company under Regulation 27 of SEBI
(Listing Obligations and Disclaimer Requirements) Regulations, 2015.
30. CODE OF CONDUCT FOR DIRECTORS & SENIOR OFFICERS
The Board has adopted a Code of Conduct for Directors & Senior Management in
accordance with the provisions of the Companies Act, 2013 and Regulation 17(5) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code also
incorporates the duties of Independent Directors. All the Board Members and Senior
Management Personnel have confirmed compliance with the Code. A declaration to that effect
has been signed by the Managing Director. A copy of the Code has been put on the Company's
website.
31. INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time, the Company has adopted a Code of Conduct for
Prevention of Insider Trading and Code of Corporate Disclosures which is applicable to all
Directors and the Designated Employees of the Company. The Code lays down the guidelines,
which advises on the procedures to be followed and disclosures to be made while dealing in
shares of the Company and indicate the consequences of non-compliance. A copy of the Code
has been put on the Company's website.
32. ACKNOWLEDGEMENT AND APPRECIATION
The Board of Directors wishes to place on record their sincere appreciation for the
continued support and wise counsel which the Company has received from SEBI, Stock
Exchanges, Depositories and other regulatory authorities and its Bankers, clients and
business partners with special mention of the support received from its employees and
institutional clients. The Directors are thankful to the esteemed shareholders for their
support and confidence reposed on the company.
Your directors look forward to the future with confidence.
Wishing you a very happy festive season ahead.
|
For and on behalf of the Board |
Place: Kolkata |
SANJAY KUMAR SHROFF |
VIVEK AGARWAL |
Date: 30.08.2021 |
Managing Director |
Chairman |
|
DIN-02610391 |
DIN-00768635 |