Beryl Securities Limited Indore
Your Directors have pleasure in presenting their Twenty Fifth Annual Report ofthe Company along with the Audited Accounts for the financial year ended on 31st March2019
1. FINANCIAL RESULTS AND OPERATION :
The financial performance of the Company during the financial year has been summarizedas follows:
|Particulars ||Year ended 31.3.2019 ||Year ended 31.3.2018 |
|Income from interest ||7090502 ||6249100 |
|Other Income ||1441412 ||128280 |
|Total Expenditure excluding depreciation ||3629232 ||2814264 |
|Depreciation ||282039 ||410119 |
|Profit before tax ||4620644 ||3152997 |
|Prior Period adjustment ||- ||(12418) |
|Adjustment of Provision for Tax ||1967527 ||(1263303) |
|Profit (loss) after tax ||2653117 ||4428718 |
2. PERFORMANCE OF THE COMPANY:
During the year under review the company earn profit of Rs. 2653117 /- incomparison to last year profit of Rs. 4428718/-. Your directors are putting theirbest effort to turn the company into more profit making company. The directors are puttingtheir best efforts to increase the income with reducing the cost incurred. Your managementis very hopeful to achieve better results in forthcoming period and expects to achievebetter financial results as per the perception of the Shareholders of the Company.
As the company is willing to strengthen its position further hence your directors arenot able to declare any dividend. The Directors regret for their inability to recommendany dividend for the financial year 2018-2019.
4. PUBLIC DEPOSITS:
The Company has neither invited nor accepted any deposit from the public during theyear except as allowed by RBI being NBFC.
5. RBI REGISTRATION:
The registration granted by Reserve Bank of India as Non-Banking Financial Company isalso continues during the year under review.
Further pursuant to Non-Banking Financial Companies Auditor's Report (Reserve Bank ofIndia) Directions 1998 a report from the statutory auditor of the Company has beenreceived by the Board of Directors of the Company. This report shows that the Company hascomplied with all the directions and prudential norms as prescribed under Reserve Bank ofIndia Act 1934.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's discussion and analysis forms an integral part of this report and givesdetail of the overview industry structure and developments.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
The Board made the following appointments/ re-appointments based on the recommendationsof the nomination and remuneration committee:
APPOINTMENTS & RE-APPOINTMENTS:
As per the provisions of the Companies Act 2013 Mr. Sanjay Sethi (DIN:00090277) retires by rotation at the ensuing Annual General Meeting and being eligibleseeks re- appointment. The Board recommends his re- appointment.
Mrs. Kratika Tiwari (DIN: 08456164) who was appointed as an AdditionalDirector in the category of Independent Director w.e.f 30th May 2019 and will bereappointed as an Independent Director of the Company for a period of 5 years in ensuingAnnual General Meeting of the Company.
Mrs. Neha Sarda (DIN: 08456141) who was appointed as an AdditionalDirector in the category of Independent Director w.e.f 30th May 2019 and will bereappointed as an Independent Director of the Company for a period of 5 years in ensuingAnnual General Meeting of the Company.
Mrs. Jaya Thakur has resigned as Independent Director of the Company witheffect from 30th May 2019 due to personal reasons. The Board places on record itsappreciation for the services rendered by Mrs. Jaya Thakur during her tenure with theCompany.
Mr. Yashesh Vashistha has resigned as Independent Director of the Companywith effect from 30th May 2019 due to personal reasons. The Board places on record itsappreciation for the services rendered by Mr. Yashesh Vashistha during his tenure with theCompany
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations. In the opinion of the Board the IndependentDirectors fulfill the conditions of independence specified in Section 149(6) of the Actand Regulation 16(1) (b) of the Listing Regulations. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Business Conduct &Ethics.
Particulars of the directors seeking appointment/re-appointment are provided in thenotes forming part of the notice for the ensuing Annual General Meeting as required underRegulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
8. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the provision of Section 134(5) of the Companies Act 2013 as amended withrespect to Director's responsibility statement and subject to where so ever otherwisecontained in the Audit Report Your Directors hereby confirm.
1. That in the preparation of the annual accounts for the financial period ended on31st March 2018 the applicable accounting standards subject to notes to the accounts inAuditors Report had been followed along with proper explanation relating to materialdepartures;
2. That the Director have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial period ended and profit of the Company for the period under review;
3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
4. That the Directors have prepared the annual accounts on a going concern basis.
5. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
6. They have laid down internal financial controls which are adequate and areoperating effectively.
9. AUDITORS :
The Company had appointed M/S Prateek Jain & Co. having registration No. 009494Callotted by the Institute of Chartered Accountants of India as Statutory Auditors of theCompany for carrying out the Statutory Audit of the Company for the Term of 5 yearscommencing from the conclusion of 23rd Annual General Meeting to the conclusion of 28thAnnual General Meeting of the Company which will be subject to ratification byshareholders (every year) in ensuing Annual General Meeting.Pursuant to the amendmentsmade to Section 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017effective from May 7 2018 the requirement of seeking ratification of the Members for theappointment of the Statutory Auditors has been withdrawn from the Statute. Hence theresolution seeking ratification of the Members for continuance of their appointment atthis AGM is not being sought.
There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed there under either to the Company or to the CentralGovernment.
The notes on accounts referred to and the Auditors' Report are self explanatory andtherefore do not call for any explanatory note
Secretarial Auditor :
Ashish Karodia & Co Practicing Company Secretaries was appointed to conduct theSecretarial audit of the Company for the fiscal 2019 as required under Section 204 of theCompanies Act 2013 and rules there under. The Secretarial Report for the fiscal 2019forms part of this Annual report as Annexure- 3 to the Board's Report. The SecretarialAudit Report does not contain any qualification reservation and adverse remark. The Boardhas appointed Ashish Karodia & Co Practicing Company Secretaries as SecretarialAuditor of the Company for fiscal 2020.
Auditors' Certificate on Corporate Governance:
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditor' certificate on Corporate Governance is enclosed as Annexure to theBoard's Report. The Auditors' Certificate for fiscal 2019 does not contain anyqualification reservation or any adverse remark.
10.PARTICULARS OF EMPLOYEES:
There are no employees as on date on the rolls of the Company who are in receipt ofremuneration which requires disclosures under Section 197(12) of the Companies Act 2013read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 i.e. Company does not have any employee receiving Remunerationexceeding the limit specified therein or part thereof.
During the year under review relationship with the employees is cordial.
11.DISCLOSURE OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGEEARNING AND OUTGO:
Since Company is not a manufacturing Company; therefore the particulars with respectto conservation of energy & technology absorption as required under Companies(disclosure of particulars in the report of the Director) Rules 1988 are not required.There was no foreign exchange earning & outgo during the year.
Your Company has always strived to maintain appropriate standards of good corporategovernance. The report on corporate governance as stipulated under Schedule V (C) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part ofthis Report. The requisite certificate confirming compliance with the conditions ofcorporate governance as stipulated under the said clause is also attached to this report.
13. LISTING AT STOCK EXCHANGES:
The Equity Shares of the Company are listed with the Bombay Stock Exchange Ltd andJaipur Stock Exchange Limited.
14. COMMITTEES OF THE BOARD:
Currently the Board has Three Committees: the Audit Committee the Nomination andRemuneration Committee and the Stakeholders Relationship Committee. A detailed note on thecomposition of the Board and its committees is provided in the Corporate Governance Reportsection of this Annual Report.
15.TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given inAnnexure I in Form AOC-2 and the same forms part of this report.
16.EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT- 9 is annexedherewith as Annexure- 2.
17.CORPORATE SOCIAL RESPONSIBILITY
The policy of the Corporate Social Responsibility is not applicable to the Company.
A "Vigil Mechanism Policy" for directors and employees of the Company isconstituted to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on rising concerns of any violation of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc. The details pertaining to establishment of vigil mechanism for employees anddirectors are included in the Corporate Governance Report which forms part of this report.
19. NUMBER OF BOARD MEETINGS:
6 Board Meetings were held during the financial year from 1st April 2018 to 31stMarch 2019. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013.
Pursuant to Section 2(41) of the Companies Act 2013 the Company adopted April- Marchas its Financial Year. The Financial Year of the Company shall be for a period of 12months i.e. 1st April to 31st March.
21.MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
There are no material changes or commitments occurring after 31st March 2019 whichmay affect the financial position of the Company or may require disclosure.
22.DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosures Requirements) Regulation 2015.
23.MEETING OF INDEPENDENT DIRECTORS:
During the year under review a separate meeting of Independent Directors was held on30th March 2019 to discuss:
Evaluation of the performance of Non- Independent Directors and Board ofDirectors as a whole.
Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive Directors.
Evaluation of the quality content and timelines of flow of information between themanagement and the Board that is necessary for the Board to effectively and necessarilyperform its duties.
All the Independent Directors were present at the said Meeting.
24. DEMATERIALISATION OF SHARES :
The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Ason March 31 2019 64.08% of the share capital stands dematerialized.
25.INTERNAL CONTROL SYSTEM:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliabledisclosures.
26.COMPOSITION OF AUDIT COMMITTEE :
As per the requirement of Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with Section 177 of the Companies Act 2013. Thepresent strength of the Audit Committee comprises of Mr. Sanjay Sethi Mrs. Kratika Tiwariand Mrs. Neha Sarda. Mrs. Neha Sarda is the Chairperson of the Audit Committee of theCompany; previously the Audit Committee has 3 Directors Mr. Yashesh Vashistha Mrs. JayaThakur and Mr. Sanjay Sethi. Mr. Yashesh Vashistha and Mrs. Madhu Thakur IndependentDirectors of the Company has resigned from the Board of the Directors w.e.f 30.05.2019.All the members of the Audit Committee are independent and non-executive directors. Therecommendations of audit committee were duly accepted by the Board of Directors
27.BOARD EVALUATION :
Pursuant to the provisions of section 134 (3)(p) of the Companies Act 2013 andapplicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board adopted a formal mechanism for evaluating its performance andas well as that of its Committees and Individual Directors including the Chairman of theBoard. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Directors were satisfied with the evaluation results which reflected theoverall engagement and effectiveness of the Board and its Committees with the Company.
28.WEB LINK OF THE COMPANY:
The Web link of the Company is Website. www.berylsecurities.in
Your Company is grateful for the continued Company-operation and assistance extended toit by the Government and Semi-Government Authorities Banks and other Statutory Bodies.Your Director also expresses their warm appreciation for the dedicated and sincereservices rendered by the employees of the Company.
|Registered Office: ||By Order of the Board |
|133 Kachan Bagh ||for Beryl Securities Limited |
| ||sd/- |
| ||Sudhir Sethi |
|Dated : 30th August 2019 ||Managing Director |
| ||(DIN: 00090172) |