Dear Shareholders,
Your Directors have pleasure in presenting 38th
(Thirty-Eight Annual Report on the business and operations of the Company and the accounts
or the Financial Year ("FY") ended on 31st March, 2024.
FINANCIAL RESULTS:
(Rs. in Lakhs)
PARTICULARS |
Year Ended on 31st
March, 2024 |
Year Ended on 31st
March, 2023 |
Revenue from Operations |
- |
- |
Other Income |
26.445 |
21.607 |
Total Revenue |
26.445 |
21.607 |
Total Expenses |
24.474 |
22.005 |
Profit Before Tax |
1.971 |
(0.308) |
Payment & Provision of
Current Tax |
- |
- |
Deferred Tax Expenses/(Income) |
(0.001) |
(0.001) |
Profit After Tax |
1.972 |
0.397 |
STATE OF COMPANY'S AFFAIRS:
During the year under review, your company recorded NIL Revenue and as
there was no business activities in last 2 years.
CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company.
DIVIDEND:
During the period under review, the Company does not declared the
Dividend.
TRANSFER TO RESERVES:
During the period under review, the Company has not transferred any
profit to reserves.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the
Annual Return as on March 31, 2024 is available on the Company's website at www.vikalpsecurities.com.
SHARE CAPITAL
The Issued, subscribed and paid up Equity Share Capital of the company
as on 31st of March, 2023 is Rs. 3,05,19,000/- divided into 30,51,900 shares of Rs. 10
each. During the year the company has not issued any shares including Equity shares with
Differential voting rights, Sweat Equity Shares, Employee Stock Option etc.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:
Other than as stated elsewhere in this report, there were no material
changes and commitments affecting the financial position of the Company, which occurred
between the end of the financial year to which this financial statement relates on the
date of this Annual Report except to open offer made by company during the year under
review.
OPEN OFFER:
During the period under review, Open offer made for 7,93,500 fully paid
Equity Shares of face value of Rs.10/- (Rupees Ten Only) each representing 26.00% of the
total paid-up, issued and subscribed capital of "Vikalp Securities Limited"
("Target Company") at a price of Rs. 25.00/- each (Offer Price) for each fully
paid up shares by Mr. Deepakbhai Patel (Acquirer No. 1), Mrs. Kamuben Patel (Acquirer No.
2) and Mr. Priyam Shah (PAC) in pursuant to Regulation 3(1) and 4 of the SEBI (SAST)
Regulations, 2011. The offer had opened on 16th July, 2024 and closed on 30th
July, 2024.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
There are no significant material orders passed by the Regulators or
Courts or Tribunal, which would impact the going concern status of the Company and its
future operation.
DEPOSITS:
During the financial year, your Company has not accepted any amount as
Public Deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by
Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.
FINANCE:
To meet the funds requirement of working / operational capital your
Company utilize the internal accruals as funds.
CREDIT RATING:
The provisions related to Credit Rating is not applicable to the
Company.
DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES
Your Company does not have any holding, subsidiary, associate or any
joint venture. MERGERS AND ACQUISITIONS:
There were no mergers / acquisitions during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The composition of the Board of Directors of the Company on 31st
March, 2024 is as under:
i) Directors to retire by Rotation:
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of your Company, Mr. Arun Kejriwal (DIN: 00687890)
Director of the Company, retire by rotation at the ensuing Annual General Meeting and
being eligible have offered themselves for re-appointment.
The details as required under the provisions of the Companies Act and
Listing Regulations are provided in the Notice convening the ensuing Annual General
Meeting.
ii) APPOINTMENT AND RESIGNATION OF DIRECTORS
During the period under review, following director were appointed and
resigned: Appointment of Director:
During the year under review; Mr. Shobhit Tiwari (DIN: 10502458) has
been appointed as an Additional Non-Executive Independent Director w.e.f. 12th
February, 2024.
Further, in the ensuing general meeting, your Directors has proposed to
appoint Ms. Oshin Shailesh Vaghela and Ms. Indira Suresh Vora as an Independent Director
of the Company for a period of 5 years and Mr. Deepakbhai Patel as a Chairman and Managing
Director of the Company for a period of 5 years.
Resignation of Director:
During the year under review; Mr. Mohammad Faraz (DIN: 09484291) has
been resigned as Non-Executive Independent Director w.e.f. 12th February, 2024.
iii) Declaration by Independent Directors:
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with
Schedules & Rules issued thereunder as well as Regulation 16 of the Listing
Regulations.
The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act.
During the period under review, separate Meeting of Independent
Director of the company was held on 06th March, 2024.
iv) Key Managerial Personnel (KMP):
Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013
read with Rules framed there under, the following executives have been designated as Key
Managerial Personnel (KMP) of the Company.
1. Mr. Arun Kejriwal |
- Managing Director |
2. Ms. Sonali Kejriwal |
- Chief Financial Officer |
3. Ms. Nida Khatoon |
- Company Secretary |
MEETINGS OF THE BOARD:
The Directors of the Company met at regular intervals at least once in
a quarter with the gap between two meetings not exceeding 120 days to take a view of the
Company's policies and strategies apart from the Board Matters. During the year, four (4)
Board meetings were convened and held on 30.05.2023, 11.08.2023, 06.11.2023 and 12.02.2024
respectively, in respect of which meetings proper notices were given and the proceedings
were properly recorded and signed.
Name of |
Designation & |
No. of Board |
Director |
Category |
Meetings attended |
Mr. Arun Kejriwal |
Managing Director |
4 |
Mrs. Sonali Kejriwal |
Director cum CFO |
3 |
Mr. Vinod Kumar Sharma |
Non-Executive Independent
Director |
4 |
Mr. Sharad Tandon |
Non-Executive Independent
Director |
3 |
Mr. Mohammad Faraz |
Non-Executive Independent
Director |
3 |
DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of Section 134(5) of the Companies Act, 2013 read with the
rules made there
under, including any enactment or re-enactment thereon, the Directors
hereby confirm that:
a) In the preparation of the Annual Accounts for the year ended on 31st
March, 2024, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) The Directors had 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 31st March,
2024 and of the Profit of the Company for the period ended on 31st March, 2024.
c) The Directors had 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 had prepared the annual accounts on a going concern
basis;
e) The Directors had laid down Internal Financial Controls ('IFC') and
that such Internal Financial Controls are adequate and were operating effectively.
f) 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.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has conducted familiarization programme for Independent
Directors during the year. The details of the same are given in the Corporate Governance
Report and also posted on the website of the Company at www.vikalpsecurities.com.
BOARD PERFORMANCE EVALUATION:
Pursuant to the provisions of the Act and Regulation 17 of Listing
Regulations, the Board has carried out the annual performance evaluation of its own
performance and that of its statutory committee's Viz., Audit Committee, Stakeholder
Relationship Committee, Nomination and Remuneration Committee and also of the individual
Directors.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the Board's functioning
such as adequacy of the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of
Directors on parameters such as level of engagement and contribution, independence of
judgment safeguarding the interest of the Company and its minority shareholders etc. The
entire Board carried out the performance evaluation of the Independent Directors and also
reviewed the performance of the Secretarial Department.
As required under the provisions of the Act and the Listing
Regulations, a separate meeting of the Independent Directors of the Company was held on
12.02.2024 to evaluate the performance of the Chairman, Non- Independent Directors and the
Board as a whole and also to assess the quality, quantity and timeliness of flow of
information between the management of the Company and the Board.
The Directors expressed their satisfaction with the evaluation process.
REMUNERATION POLICY:
The Board has on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration.
Non-Executive Directors are paid sitting fees for attending each
meeting of the Board and/or Committee of the Board, approved by the Board of Directors
within the overall ceilings prescribed under the Act and Rules framed thereunder.
All the Executive Directors (i.e., Chairman/Managing
Director/Whole-time Director) are paid remuneration as mutually agreed between the Company
and the Executive Directors within the overall limits prescribed under the Companies Act,
2013.
In determining the remuneration of the Senior Management Employees, the
Nomination and Remuneration Committee ensures / considers the following:
> The remuneration is divided into two components viz. fixed
component comprising salaries, perquisites and retirement benefits and a variable
component comprising performance bonus;
> The remuneration including annual increment and performance bonus
is decided based on the criticality of the roles and responsibilities, the Company's
performance vis-a-vis the annual budget achievement, individual's performance vis-a-vis
Key Result Areas (KRAs) / Key performance Indicators (KPIs), industry benchmark and
current compensation trends in the market.
CODE OF CONDUCT:
The Board of Directors has adopted the Policy on Code of Conduct in
accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations,
2015. The Code of Conduct of the Company lays down guidelines and procedures to be
followed and disclosures to be made while dealing with shares of the Company as well as
consequences of violation.
The code of practices and procedures for fair Disclosures of
unpublished price sensitive information and code of conduct to regulate, monitor and
report trading by Insiders is available on the website www.vikalpsecurities.com.
All Board members and Senior Management Personnel have affirmed
compliance of the Code of Conduct. A declaration to this effect, signed by the Managing
Director of the Company forms part of this Report. The Board has also adopted separate
code of conduct with respect to duties of Independent Directors as per the provisions of
the Companies Act, 2013.
COMMITTEES:
The composition of committees constituted by Board along with changes,
if any, forms part of the Corporate Governance Report, which forms part of this Annual
report.
I. Audit Committee:
The Company has constituted an Audit Committee as per the requirement
of the Companies Act, 2013.
During the year under review 4 (Four) meetings were held viz
30.05.2023, 11.08.2023, 06.11.2023, 12.02.2024. The Composition and attendance of the
Committee s as under:
Sr. No. Name
of Member |
Chairman/Member |
No. of Meetings attended |
1 Vinod Kumar Sharma |
Chairman |
4 |
2 Shobhit Tiwari |
Member |
4 |
3 Sharad T andon |
Member |
3 |
TERMS OF REFERENCE:
The terms of reference of the Audit Committee are as under:
• Overseeing the Company's financial report process and the
disclosure of its financial information.
• To recommendation for appointment, remuneration and terms of
appointment of auditors of the listed entity.
• To approve the payment to statutory auditors for any other
services rendered by the statutory auditors.
• To review, with the management, the financial Statements and
Auditor's Report thereon before submitting to the board for approval.
• To review quarterly, half yearly and Annual Financial results
before submission to the Board.
• To review, with Management, the statement of uses/application of
funds raised through issue, the statement of funds utilized for purposes other than those
stated in the offer document/prospectus/notice and the report submitted by the monitoring
agency monitoring the utilization of proceeds of a public or rights
issue, and making appropriate recommendations to the board to take up steps in this
matter.
• To review and monitor the auditor's independence and
performance, and effectiveness of audit process.
• To approve any subsequent modification of transactions of the
listed entity with related parties.
• Scrutiny of inter-corporate loans and investments.
• Valuation of undertakings or assets of the listed entity,
wherever it is necessary.
• Evaluation of internal financial controls and risk management
systems.
• To review the adequacy of internal control systems with the
management, external & internal auditors.
• To review, with the management, performance of statutory and
internal auditors, adequacy of the internal control systems.
• To look into the reasons for substantial defaults in the payment
to the depositors,
• debenture holders, shareholders (in case of non-payment of
declared dividends) (in case of non-payment of declared dividends) and creditors.
• To review the functioning of the whistle blower mechanism.
• Recommendation for appointment, remuneration and terms of
appointment of auditors of the listed entity.
• Approval of appointment of chief financial officer after
assessing the qualifications, experience and background, etc. of the candidate.
• Discussion with external auditors about the nature and scope of
audit including their observation.
• To investigate into any matter referred to by the Board.
II. Stakeholders Relationship Committee:
The Company has constituted a Stakeholders Relationship Committee in
terms of the requirements of the Companies Act, 2013.
During the year under review 1 (one) meetings was held viz. 15.03.2024
The Composition and attendance of the Committee is as under:
Sr. No. Name of Member |
Chairman/Member |
No. of Meetings attended |
1 Mr. Vinod Kumar Sharma |
Chairman |
1 |
2 Mr. Arun Kejriwal |
Member |
1 |
3 Mrs. Sonali Kejriwal |
Member |
1 |
TERMS OF REFERENCE:
The terms of reference of the Stakeholder Relationship Committee are as
under:
• Redressal of shareholders'/investor's complaints;
• Reviewing on a periodic basis the Approval of Transfer or
transmission of shares, debentures or any other securities made by the Registrar and Share
Transfer Agent;
• Issue of duplicate certificates and new certificates on split/
consolidation/renewal;
• Non-receipt of declared dividends, balance sheets of the
Company; and
• Carrying out any other function as prescribed under the Listing
Compliances.
III. Nomination and Remuneration Committee:
The Company has constituted a Nomination and Remuneration Committee in
terms of the requirements of the Companies Act, 2013.
During the year under review 4 (Four) meetings was held viz.
30.05.2023, 11.08.2023, 06.11.2023 and 12.02.2024. The Composition and attendance of the
Committee is as under:
Sr. No. Name of Member |
Chairman/Member |
No. of Meetings attended |
1 Mr. Vinod Kumar Sharma |
Chairman |
4 |
2 Mr. Mohammad Faraz |
Member |
4 |
3 Mr. Sharad T andon |
Member |
3 |
4 Mrs. Sonali Kejriwal |
Member |
3 |
TERMS OF REFERENCE:
The terms of reference of the Nomination and Remuneration Committee are
as under:
• To recommend to the Board, the remuneration packages of the
Company's Managing/Joint Managing/Whole time / Executive Directors, including all elements
of remuneration package (i.e., salary, benefits, bonuses, perquisites, commission,
incentives, stock options, pension, retirement benefits, details of fixed components and
performances linked incentives along with the performance criteria, service contracts.
notice period, severance fees, etc.);
• To be authorized at its duly constituted meeting to determine on
behalf of the Board of Directors and on behalf of the shareholders with agreed terms of
reference, the Company's policy on specific remuneration packages for Company's
Managing/Joint Managing/Whole time /Executive Directors, including pension rights and any
compensation payment;
• Such other matters as May from time to time are required by any
statutory, contractual or
other regulatory requirements to be attended to by such committee.
IV. Share Transfer Committee:
The Company has constituted a Share Transfer Committee in terms of the
requirements of the
Section 46 of Companies Act, 2013.
During the year under review 1 (one) meetings was held viz. 21.11.2023.
The Composition
and attendance of the Committee is as under:
Sr. No. Name of Member |
Chairman/Member |
No. of Meetings attended |
1 Mr. Arun Kejriwal |
Chairman |
1 |
2 Mrs. Sonali Kejriwal |
Member |
1 |
3 Mr. Mohammad Faraz |
Member |
1 |
V. Risk Management Committee:
The provisions regarding the Risk Management Committee does not apply
to the Company.
VI. Corporate Social Responsibility Committee:
The provisions of section 135 of the Companies Act, 2013 does not apply
to the Company.
AUDITORS AND AUDITORS' REPORT:
Statutory Auditors:
The Notes to the Financial Statements referred in the Auditors' Report
are self-explanatory.
Pursuant to provisions of Section 139 of the Act and Rules made
thereunder, M/ s. GUPTA AND SHAH, Chartered Accountants, Kanpur, were appointed as the
Statutory Auditors of the Company for a period of 5 consecutive financial years to hold
office from the conclusion of the 36TH Annual General Meeting of the Company held on 29th
September 2022, till the conclusion of the 41st Annual General Meeting to be
held in the year 2027. They have confirmed that they are not disqualified from continuing
as Auditors of the company. M/ s GUPTA AND SHAH, Chartered Accountants, submitted their
report for the financial year ended March 31, 2023. The observations of the auditors are
explained wherever necessary in appropriate notes to the accounts. Also, there is no
adverse comment in the Auditor's Report.
Explanation or comments on qualifications, reservations or adverse
Remarks or disclaimers made by the auditors in his report:
The Notes to the Financial Statements referred in the Auditors' Report
are self-explanatory.
There is no qualification, reservation or adverse remarks or disclaimer
made by the auditors in their report and does not call for any further explanation/comment
from the board except the following:
With respect to the Emphasis of matters to be included in the Auditor's
Report in accordance with the requirements of section 45-IA of the Reserve Bank of India
Act, 1934, we report that, in our opinion and to the best of our information and according
to the explanations given to us, the company was registered with SEBI having registration
no. INB100726335 w.e.f. 07.06.1995 under section 12 of SECURITIES AND EXCHANGE BOARD OF
INDIA ACT and was a stock broker of Uttar Pradesh Stock Exchange. As the company was
carrying on the business of stock broking and was governed by SEBI, thus as per the RBI
guidelines, it was exempt from the applicability of the provisions of section 45-IA of the
Act, therefore, the need of getting the company registered with RBI as Non-Banking Finance
Company did not arise. However, later on the Company surrendered the stock broking and the
same became effective from November, 2012, thereafter the company decided upon to majorly
carry on the security trading and investment business on its own account, a line of
business in which it was having profound experience and working knowledge for many past
years. As the business with which the company was going to continue after the above said
surrender did not require the registration as NBFC with RBI, thus the company did not
apply for the same.
However, the company was confident to carry on its security trading
business with full success and extract good amount of revenue from the same and tried its
best to successfully undertake it for long term out as this business completely depends
upon the market
conditions and prospects, it could not envisage the feasible outcomes
and revenues as was aimed by the company. Thus, for the time being the Company focused on
other areas of work for revenue generation and deployed its funds towards providing loans
to persons. Although Company is keeping a close watch on the security market to tap
feasible and revenue generating trading opportunities and is affirmative that it would
very soon start trading in the market. Thus, the Company has not gone for registration
with RBI as NBFC as till dale its sole business is not providing loan to persons. Besides
that, company is also proposing to diversify its trading activities in other fields also.
Secretarial Auditors:
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 had appointed M/s. Adesh Tandon and Associates, Practicing Company
Secretaries, Kanpur as the Secretarial Auditors of the Company to conduct the Secretarial
Audit of the Company for the financial year 2023-24 and to furnish the audit report to the
Company. The Secretarial Audit Report is annexed to this report as Annexure - I.
The Secretarial Auditors of the Company have also made the same
observations in their report as made by Statutory Auditors and the same has already
explained above.
Internal Auditor:
The Internal Auditor has carried out the internal audit for the
reporting period.
Frauds Reported by Auditors
During the year under review, no instance of fraud in the Company was
reported by the Auditors.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has in its place adequate Internal Financial Controls with
reference to Financial Statements. During the year, such controls were tested and no
reportable material weakness in the design or operation of Internal Finance Control System
was observed.
For all amendments to Accounting Standards and the new standards
notified, the Company carries out a detailed analysis and presents the impact on
accounting policies, financial results including revised disclosures to the Audit
Committee. The approach and changes in policies are also validated by the Statutory
Auditors.
Further, the Audit Committee periodically reviewed the Internal Audit
Reports submitted by the Internal Auditors. Internal Audit observations and corrective
action taken by the Management were presented to the Audit Committee. The status of
implementation of the recommendations were reviewed by the Audit Committee on a regular
basis and concerns if any were reported to the Board.
As per the relevant provisions of the Companies Act, 2013, the
Statutory Auditors have expressed their views on the adequacy of Internal Financial
Control in their Audit Report.
RELATED PARTY TRANSACTIONS (RPT):
All contracts/arrangements/transactions entered by the company with the
related parties were on arm's length basis and in the ordinary course of business.
All such Related Party Transactions are placed before the Audit
Committee for approval, wherever applicable. Prior omnibus approval is obtained for the
transactions which are foreseen and repetitive in nature. A statement of all related party
transactions is presented before the Audit Committee on a quarterly basis, specifying the
nature, value and terms and conditions of the transactions.
The Company has adopted a policy on Related Party Transactions, and the
same is available on the website of the company www.vikalpsecurities.com at http://vikalpsecurities.com/7page
id=100.
Form AOC 2 regarding the details of related party transactions is
annexed with this report as "Annexure II"
PARTICULARS OF LOANS, GUARANTEES, ADVANCES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013
Details of loans, guarantees and investments under section 186 of the
Companies Act, 2013 have been provided in the relevant notes to the financial statements
annexed to the Annual Report of the Company
LOAN RECEIVED FROM DIRECTORS
During the period under review, the Company has not accepted any
unsecured loan from the Directors pursuant to Rule 2(1) (c) (viii) of Companies
(Acceptance of Deposits) Rules, 2014.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As per section 177(9) of the Companies Act, 2013 read with Rule 7 of
the Companies (Meeting of Board and its Powers) Rules, 2014, the Company has adopted a
policy on Vigil Mechanism for directors and employees of the company to report their
genuine concern for any unethical conduct or malpractice, violation of code of conduct
observed by them in the company.
The Company promotes ethical behaviour in all its business activities
and in line with the best practices for corporate governance. It has established a system
through which directors & employees may report breach of code of conduct or suspected
fraud, unethical business practices, illegality, fraud, and corruption etc. at work place
without fear of reprisal. The Board designated and authorized Mrs. Sonali Kejriwal,
Director of the Company as Vigilance and Ethics Officer and Vinod Kumar Sharma, Chairman
of the Audit Committee to oversee the vigil mechanism. The functioning of the Vigil
mechanism is reviewed by the Audit Committee from time to time. It may be noted that if
any of the members of the Committee do have a conflict of interest in any given case,
he/she to recues themselves and the others on the committee would deal with the matter on
hand.
The mechanism provides for adequate safeguards against victimization of
directors, employees who avail of the mechanism and also provide for the direct access to
the Chairman of the Audit Committee.
Details of Vigil Mechanism adopted by the company are available on the
website of the company www.vikalpsecurities.com at http://vikalpsecurities.com/?page
id=100.
POLICY ON INSIDER TRADING:
The company follows a strict code on prohibition of Insider Trading and
the same has been detailed to all the directors, senior management and employees of the
Company.
For ensuring the same, the company has adopted a code of fair
disclosure of Unpublished Price Sensitive Information in accordance with SEBI (Prohibition
of Insider Trading) Regulations, 2015 which is available on the website of the company
www.vikalpsecurities.com at http: / / vikalpsecurities.com/ ?page id=124.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has always been committed to provide a safe and conducive
work environment to its employees. Your directors further state that during the year under
review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints
Committee as constituted by the Company.
PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company
as none of the Employees of the Company has received remuneration above the limits
specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 during the financial year 2023-24. The details regarding
the same is enclosed as 'Annexure - III'.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information pertaining to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
annexed to this report as 'Annexure - IV'.
CORPORATE GOVERNANCE:
Since the paid-up Capital of Company is less than Rs. 10 Crores and
Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the
corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to
(i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not
applicable to the Company. Hence Corporate Governance does not form part of this
Board's Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report as required under Regulation
34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 forms an integral part of this Report, and provides the Company's
current working and future outlook as per Annexure - V.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
As per Regulation 34 of the Listing Regulations, the Business
Responsibility and Sustainability Report does not applicable to the Company.
INSURANCE:
The Company's Plant, Property, Equipment and Stocks are adequately
insured under the Industrial All Risk (IAR) Policy. The Company covers the properties on
full sum insured basis on replacement value. The scope of coverage, insurance premiums,
policy limits and deductibles are in line with the size of the Company and its nature of
business.
ENVIRONMENT:
As a responsible corporate citizen and as company is involved in
textile business and environment safety has been one of the key concerns of the Company.
It is the constant endeavour of the Company to strive for compliant of stipulated
pollution control norms.
INDUSTRIAL RELATIONS:
The relationship with the workmen and staff remained cordial and
harmonious during the year and management received full cooperation from employees.
OTHER DISCLOSURES AND INFORMATION:
(A) Secretarial Standards:
During the year under review, the Company is in Compliance with the
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Act.
(B) No One Time Settlement:
There was no instance of one-time settlement with any Bank or Financial
Institution.
(C) General Shareholders' Information
Annual General Meeting: |
Monday, 30th
September, 2024 at 6:00 p.m. through Video Conferencing / Other Audio Visual Means
(VC). |
Financial Year: |
April 01, 2023 to March 31, 2024 |
Record Date for Dividend: |
- |
Dividend Payment Date: |
- |
Listing Details: |
Equity Shares are listed on the
following Stock Exchanges: BSE Limited. |
|
The Annual Listing Fees for
the year 2023-24 has been paid to the BSE Limited. |
Stock Code: |
BSE Ltd.: 531334 |
ISIN Number: |
INE186E01011 |
CIN |
L68200UP1986PLC007727 |
Registrar and Share Transfer
Agent: |
Skyline Financial Services Pvt.
Ltd, D-153-A, 1st Floor, Okhla Industrial Area, Phase-I,New Delhi - 110020 |
(D) Registrar & Transfer Agent
The work related to Share Transfer Registry in terms of both physical
and electronic mode is being dealt with by Skyline Financial Services Pvt. Ltd, D-153-A,
1st Floor, Okhla Industrial Area, Phase-I, New Delhi - 110020.
(E) Share Transfer System:
The share transfer activities under physical mode are carried out by
the RTA. Shares in physical mode which are lodged for transfer are processed and returned
within the stipulated time. Physical shares received for dematerialization are processed
and completed within a period of 21 days from the date of receipt. Bad deliveries are
promptly returned to Depository Participants (DP's) under advice to the shareholders.
The Company has applied for the delisting of equity shares to the
Calcutta Stock Exchange on 11/10/2007. Since then, there are various correspondences
between the Company and the Stock Exchange is going on and the matter of delisting of the
Company from the Calcutta Stock Exchange is still pending.
ACKNOWLEDGMENT:
Your Directors thank the various Central and State Government
Departments, Organizations and Agencies for the continued help and co-operation extended
by them. The Directors also gratefully acknowledge all stakeholders of the Company viz.
Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent
support received from them during the year. The Directors place on record unstinted
commitment and continued contribution of the Employee to the Company.
Annexure - I FORM MR-3
SECRETARIAL AUDIT REPORT
For the Financial Year ended March 31, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Vikalp Securities Limited 25/ 38, Karachi Khana,
Kanpur - 208001(UP)
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by VIKALP SECURITIES
LIMITED (hereinafter called as "the Company"). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/ statutory compliances and expressing our opinion thereon.
Based on our verification of the books, papers, minute books, forms and
returns filed and other records maintained by the Company and also the information
provided by the Company, its officers, agents and authorized representatives during the
conduct of secretarial audit, We hereby report that in our opinion, the Company has,
during the audit period covering the financial year ended on March 31, 2024
("Audit Period"), complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and compliance-mechanism in place to
the extent, in the manner and subject to the reporting made hereinafter.
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on March
31, 2024 according to the provisions of:
(i) The Companies Act, 2013 ("the Act") and the rules made
there under as amended from time to time;
(ii) The Securities Contracts (Regulation) Act, 1956 ("SCRA")
and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made there under to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings (Not applicable to the Company during the
Audit Period);
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ("SEBI Act"), as amended from
time to time:
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 and amendments from time to time (Not
applicable to the Company during the Audit Period);
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (Not applicable to the Company during the
Audit Period);
(e) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021 (Not applicable to the Company during the
Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
the client (Not applicable to the Company during the Audit Period);
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021 (Not applicable to the Company during the Audit Period);
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 (Not applicable to the Company during the Audit Period);
(i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
We further report that, having regard to the compliance system
prevailing in the Company and as certified by management and on examination of the
relevant documents and records in pursuance thereof, on test check basis, there are no
specific laws applicable to the company.
We have also examined compliance with the applicable clauses of the
following:
I. Secretarial Standards issued by the Institute of Company Secretaries
of India (as
amended from time to time);
II. The Listing Agreement as entered into by the Company with the Stock
Exchange(s).
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above,
except the following observations: -
I. Regulation 33 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Non-submission of the financial results within the period
prescribed under this regulation with the stock exchange for the quarter ended 30.09.2023
and penalty levied is Rs.17,700/- by Bombay Stock Exchange on the company which has been
duly paid by the company in a timely manner.
II. The Company was governed by SEBI, being a registered broker and was
out of preview of registration u/s 45-IA of RBI ACT, 1934. However, the Company had ceased
to be a stock broker and, therefore to carry on its current activities, the registration
is required with RBI u/s 45-IA of RBI Act, 1934.
We further report that, the Board of Directors of the Company is
duly constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board of Directors that took
place are in compliance with applicable provisions during the review period.
Adequate notice is given to all Directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
All decisions at the Board Meetings and Committee Meetings have been
carried out without dissent, as recorded in the minutes of the meetings of the Board or
Committees of the Board, as the case may be.
We further report that: -
There are adequate systems and processes in the Company commensurate
with the size and operations of the Company to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines. However, the same is needed to be
further strengthened.
We further report that: -
That during the audit period, the Company has altered the object Clause
of its Memorandum of Association by substituting the Clause 3(A) and Clause 3 (B) and
adopted a new set of Article of Association based on Table F of Schedule I to the
Companies Act, 2013.
We further report that: -
The Company has applied for the delisting of equity shares to the
Calcutta Stock Exchange on 11/10/2007. Since then, there are various correspondences
between the Company and the Stock Exchange is going on and the matter of delisting of the
Company from the Calcutta Stock Exchange is still pending.
We further report that, during the Audit Period there were no instances
of:
(i) Public/Right/Preferential issue of shares/debentures/sweat equity
etc;
(ii) Redemption/buy-back of securities;
(iii) Major decisions which were taken by the members in pursuance to
section 180 of the Act;
(iv) Merger/amalgamation/reconstruction etc;
(v) Foreign technical collaborations.
‘Annexure A'
To,
The Members
Vikalp Securities Limited
Our report of even date is to be read along with this letter:
1. Maintenance of secretarial record is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate
to obtain reasonable assurance about the correctness of the contents of the secretarial
records. The verification was done on test basis to ensure that correct facts are
reflected in secretarial records. We believe that the process and practices, we followed
provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company.
4. Wherever required, we have obtained the Management Representation
about the Compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
Annexure - II FORM AOC 2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act
and Rule 8(2) of the Companies
(Accounts) Rules, 2014.)
Form for Disclosure of particulars of contracts/arrangements entered
into by the company with related parties referred to in sub section (1) of section 188 of
the Companies Act, 2013 including certain arm's length transaction under third proviso
thereto.
1. Details of contracts or arrangements or transactions not at Arm's
length basis entered in the financial year 2023-24.
Name (s) of the related party
&
nature of
relationship |
Nature of contracts /
arrangements /transaction |
Duration of the contracts/
arrangements / transaction |
Salient terms of the contracts
or arrangements or transaction including
the value, if any |
Justification for entering into
such contracts or arrangements or transactions |
Date of approval by the Board |
Amount paid as advances, if any |
Date on which the special
resolution was
passed in
General
meeting |
NIL |
2. Details of material contracts or arrangements or transactions at
Arm's length basis entered in the financial year 2023-24
Name (s) of the related party
& nature of relationship |
Nature of contracts/
arrangements /
transaction |
Duration of the contracts/
arrangements /
transaction |
Salient terms of the contracts
or arrangements or transaction including the value, if any |
Date of approval by the Board |
Amount paid as advances, if any |
Arun kejriwal |
Rendering of services |
Short term |
Director Mr. Arun kejriwal has
provided his place for the registered office of the company |
30.05.2023 |
120000 |
Annexure - III
STATEMENT OF DISCLOSUREOF REMUNERATION
[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
i. the ratio of the remuneration of each Working Director to the
median remuneration of the employees of the Company and percentage increase in
remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary, if any, in the financial year 2023-2024:
Sr. Name No. |
Ratio to median
remuneration |
% increase in remuneration |
Executive Directors |
|
|
1 Shri Arun Kejriwal |
1.6:6.5 |
- |
Key Managerial Personnel |
|
|
2 Nida Khatoon |
1.6:6.5 |
- |
3 Sonali Kejriwal |
- |
- |
The Non-Executive Independent Directors of the Company are entitled for
sitting fees as per the statutory provisions and are within the prescribed limits.
ii. Percentage increase in the median remuneration of employees in
the financial year 2024: 0 %
iii. Number of permanent employees on the rolls of the Company as
on 31st March, 2024: 3
iv. Average percentile increases already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstance for increase in managerial
remuneration:
Average percentile increases in remuneration of employees other than
managerial personnel was 0% and average increase in remuneration of managerial personnel
was around 0%.
v. The key parameters for any variable component of remuneration
availed by the Executive Directors are considered by the Board of Directors as per the
Remuneration Policy of the Company.
vi. It is affirmed that the Remuneration paid is as per the
Remuneration Policy of the Company.
Annexure - IV
CONVERVATION OF ENRGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
[A] CONSERVATION OF ENERGY:
A. Conservation of Energy:
a. Energy conservation measures taken- During the year Company has not
having any business activity and hence energy conservation measures were limited to Office
use of power.
b. Total energy consumption and energy consumption per unit of
production: Nil
B. Technology absorption:
Technology Absorption, Adoption and Innovation:
No technology was absorbed, adapted or innovated during the financial
year.
A Efforts, in brief, made towards
technology absorption, adoption and innovation. |
No technology was absorbed,
adapted or innovated during the last financial year |
B Benefits derived as a result of
the above efforts e.g. Product improvement, cost reduction, product development, import
substitution etc. |
Not applicable, as no such
initiatives in this behalf were undertaken. |
C In case of imported technology
(imported during the last three years reckoned from the beginning of the financial year: |
No technology has been imported
during the last financial year. |
The details of the technology
imported: - |
NA |
The year of import |
NA |
Whether the technology been fully
absorbed |
NA |
If not fully absorbed, areas
where absorption has not taken place, and the reasons thereof, |
NA |
D Research & Development |
|
Specific areas in which R & D
is carried out by the Company. |
There was no research and
development activity carried out during the financial year |
Benefits derived as a result of
the above R & D. |
No benefits were derived, as
no R & D was undertaken. |
Future Plan of Action |
Company is planning to
strengthen and expand its business. |
Expenditure on R & D |
No R & D activity was
undertaken during the financial year 2023-24 |
C. Foreign exchange earnings and outgo:
There has been no transaction involving foreign exchange during the
year under review.
Particulars |
2023-2024 |
2022-2023 |
a. Foreign Exchange earned |
- |
- |
b. Foreign Exchange outgo |
- |
- |
