Dear Members,
Share India Securities Limited
1701-1703, 17th Floor,
Dalal Street Commercial Co-operative Society Limited, Road 5E, Block
53, Zone 5, Gift City, Gandhinagar, Gujarat 382 355
Your Directors have pleasure in presenting 29th Annual
Report of the Company together with the Audited Financial Statements (including Audited
Consolidated Financial Statements) of the Company for the Financial Year ended 31st
March, 2023.
1. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year under review
along with previous year's figures is given hereunder:
(Amount in Lakhs except EPS)
Particulars |
Standalone |
Consolidated |
|
For the year ended |
For the year ended |
For the year ended |
For the year ended |
|
31st March, 2023 |
31st March, 2022 |
31st March, 2023 |
31st March, 2022 |
Revenue from Operations |
81,982.24 |
67,354.45 |
1,08,823.41 |
86,159.43 |
Other Income |
1,144.31 |
920.32 |
1,146.82 |
941.98 |
Total Income |
83,126.55 |
68,274.77 |
1,09,970.24 |
87,101.42 |
Less: Purchases of stock in trade |
814.02 |
866.82 |
814.02 |
949.58 |
Less: Changes in inventories of Finished |
(103.07) |
1,853.73 |
(103.07) |
1,853.73 |
Goods, Stock in Trade and Work in progress |
|
|
|
|
Less: Employee Benefits Expenses |
10,059.78 |
6,988.66 |
14,953.21 |
11,296.84 |
Less: Other Expenses |
37.844.58 |
34,991.66 |
43,731.65 |
41,556.72 |
Less: Impairment on financial instruments |
- |
- |
163.83 |
126.67 |
Profit Before Finance Cost, |
34,511.24 |
23,573.09 |
50,410.60 |
31,317.88 |
Depreciation & Taxes |
|
|
|
|
Less: Finance Cost |
3,608.77 |
2,478.99 |
5,757.97 |
3,148.72 |
Less: Depreciation and Amortization |
1,094.71 |
872.74 |
1,205.05 |
924.72 |
Profit Before Exceptional Items & Tax |
29,807.76 |
20,222.17 |
43,447.58 |
27,244.44 |
Exceptional Items |
146.50 |
- |
146.50 |
(699.46) |
Profit Before Tax |
29,954.26 |
20,222.17 |
43,594.08 |
26,544.98 |
Less: Current Tax |
7,083.03 |
4,624.44 |
10,522.53 |
6,380.19 |
Less: Tax Adjustments for earlier years |
(31.17) |
(16.04) |
1.70 |
2.62 |
Less: Deferred Tax (Credit) |
0.63 |
(45.97) |
2.76 |
(17.81) |
Profit/(loss) from Associate after tax |
- |
- |
(1.38) |
3.81 |
Profit After Tax |
22,901.77 |
15,659.75 |
33,065.71 |
20,183.80 |
Other Comprehensive Income |
(69.89) |
(192.04) |
7.96 |
(174.64) |
Total Comprehensive Income |
22,831.88 |
15,467.71 |
33,073.67 |
20,009.15 |
Earnings per Share (Basic) (Rs.) -Before |
70.71 |
48.68 |
102.27 |
64.92 |
Exceptional Items |
|
|
|
|
Earnings per Share (Basic) (Rs.) -After |
71.12 |
48.68 |
102.68 |
62.74 |
Exceptional Items |
|
|
|
|
Earnings per Share (Diluted) (Rs.) - Before |
61.45 |
42.30 |
88.88 |
56.40 |
Exceptional Items |
|
|
|
|
Earnings per Share (Diluted) (Rs.) - After |
61.80 |
42.30 |
89.23 |
54.52 |
Exceptional Items |
|
|
|
|
2. STATE OF COMPANY'S AFFAIRS
The Financial Year 2022-2023 was yet another year of robust performance
by the Company. During the year, the revenue from operations recorded a jump of more than
21.72% in comparison to Financial Year 2021-2022. Consequently, the Profit after Tax (PAT)
also recorded an increase of 46.25%.
The aforementioned performance was the result of consistent efforts
made by Company in optimizing its broking as well as trading operations. The management
does not see any risks in the Company's ability to continue as a going concern and
meeting its liabilities as and when they fall due.
Highlights of Company's performance are discussed in detail in the
Management Discussion and Analysis Report (MDA), included in this Annual Report as
required under Schedule V of the SEBI (LODR) Regulations, 2015.
3. CONSOLIDATED FINANCIAL
PERFORMANCE REVIEW AND ANALYSIS
The Company achieved the consolidated revenue from operations of Rs.
1,08,823.41 Lakhs for the year ended 31st March, 2023, an increase of 26.30% as
compared to Rs. 86,159.43 Lakhs in the previous year. The Company earned Consolidated Net
Profit of Rs. 33,065.71 Lakhs in the year ended 31st March, 2023, which was an
increase of 63.82% as compared to Rs. 20,183.80 Lakhs in the previous year.
4. CAPITAL STRUCTURE
Authorized Share Capital
The Authorized Share Capital of the Company as on 31st
March, 2023 stands at Rs.50,00,00,000/- (Rupees Fifty Crore Only) Equity Shares of Rs. 10
(Rupees Ten Only) each. During the year, the Company has increased its Authorized Share
Capital from Rs. 35,00,00,000/- to
Rs. 50,00,00,000/- through Shareholders approval via Postal ballot
dated 05th February, 2023.
Paid-up Share Capital
The paid-up share capital of the Company as on 31st March,
2023 is Rs. 32,54,47,190
During the year 2022-23, the Company has issued 6,38,131 Equity Shares,
the details are as below:
(Amt in Rs.)
S. No. |
Allotment details |
No. of Shares |
Face value of shares |
Paid up capital |
1. |
Shares at the beginning of the Year |
31,90,65,88 |
10 |
31,90,65,880 |
2. |
Rights issue allotment of
fully paid up Equity Shares dated 24th March, 2023 |
6,38,131 |
10 |
63,81,310 |
3. |
Shares at the end of the Year |
3,25,44,719 |
10 |
32,54,47,190 |
Note:
1. Paid up Share capital of the Company has been increased from
3,25,44,719 to 3,26,69,719, pursuant to allotment of 1,25,000 Equity Shares to the
Eligible Employees of the Company under Share India Employees Stock option Scheme, 2022 on
4th May, 2023.
2. Paid up Share capital of the Company has been further increased from
3,26,69,719 to 3,26,70,490 pursuant to allotment of 227 Equity Shares and 544 Equity
Shares on conversion of Detachable Warrants into fully paid up Equity Shares on 11th
July, 2023 and 9th August, 2023, respectively.
Warrants Note
The Rights Issue Committee at their meetings held on July 11, 2023 and
August 9, 2023, had, considered and approved the allotment of 227 and 544 Fully Paid up
Equity Shares of the Company of Face value of Rs. 10/- each pursuant to conversion of
Detachable Warrants on payment of conversion amount, i.e., Rs. 525/- (Rupees Five Hundred
Twenty-Five only) per detachable warrant, being the balance amount payable for conversion
of detachable warrants into fully paid up Equity Shares.
Post aforesaid allotment the paid-up share capital of the Company is
Rs. 32,67,04,900 consisting of 3,26,70,490 equity shares of Rs. 10 each.
Rights Issue
The Board of Directors of your Company at its meeting held on 26th
December, 2022, inter-alia, considered and approved the raising of funds by way of Rights
Issue and constituted Rights Issue Committee of the Board for the purpose of giving effect
to the Issue.
Further in this regard, the Rights Issue Committee of the Board of
Directors of Share India Securities Limited ("the Company") in its meeting held
on 24th March, 2023, considered and approved the allotment of 6,38,131 fully
paid-up Rights Equity Shares of Face Value of
Rs. 10/- each at an issue price of Rs. 700/- per Equity Share
[including a premium of Rs. 690/- per Equity Share] along with 1,08,48,227 Detachable
Warrants for Cash at a price of Rs. 700/- per warrant of which Rs. 175/- per Warrant has
been paid-up on application. The balance amount of Rs. 525/- per Warrant shall be payable
at the time of exercise of the Detachable Warrants, the last date of which is 23rd
September, 2024.
Statement of Deviation or Variation
During the Financial Year 2022- 2023, the Company has issued 6,38,131
fully paid up Equity Shares of face value of Rs. 10 each for cash at a price of Rs. 700
per Rights Equity Share along with 1,08,48,227 partly paid Detachable Warrants for Cash at
a price of Rs. 700 per Detachable Warrant through Rights Issue to collectively raise Rs.
80,404.51 lakhs. Further in this regard, there is no deviation or variation in the
utilization of funds which have been raised during the period under review w.r.t the
aforesaid Rights Issue.
Employees Stock Option Scheme
The Company has in force the following Schemes, which were framed under
the (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI
Regulations 2021'):
1. Share India Employees Stock Option Scheme 2022
2. Share India Employees Stock Option Scheme II
Share India Employees Stock Option Scheme 2022
Pursuant to the approval of the Members on 24th February,
2022 vide Postal Ballot, the Company adopted Share India Employees Stock Option Scheme
2022 (Share India ESOP 2022') and implemented it to reward the eligible
employees [as selected by the Nomination and Remuneration Committee (also referred to as
"NRC/Committee/Compensation Committee")], for their performance and to motivate
them to contribute to the growth and profitability of the Company and also to retain them
by way of issuing employee stock options. Share India ESOP 2022 was implemented for grant
of not exceeding 6,00,000 Stock Options in aggregate, at an Exercise price of Rs. 10 per
share. Options granted under Share India ESOP 2022 would vest on such date being the date
immediately after the date of expiry of one year from the date of acceptance of the
options granted to such participant.
As of 31st March, 2023, out of the 6,00,000 stock options so
granted, no stock options have been vested.
Share India Employees Stock Option Scheme II
Pursuant to the approval of the members at their Annual General Meeting
held on 22nd September, 2022, the Company adopted Share India Employees Stock
Option Scheme II (Share India ESOP II') and implemented it to reward the
eligible employees [as selected by the Nomination and Remuneration Committee (also
referred to as "NRC/Compensation Committee/Committee")], for their performance
and to motivate them to contribute to the growth and profitability of the Company and also
to retain them by way of issuing employee stock options. Share India ESOP 2022 was
implemented for grant of not exceeding 1,00,000 Stock Options in aggregate, at an Exercise
price of Rs. 10 per share. Options granted under Share India ESOP II would vest up to five
years from the date of grant of options at the discretion of and in the manner prescribed
by the Committee.
In compliance with the SEBI Regulations 2021 a certificate from
the Secretarial Auditors confirming implementation of the above Schemes have been
obtained.
The statutory disclosures as mandated under the Act and the SEBI
Regulations 2021 are available on the Company's website at https://www.shareindia.
com/data/uploads/Investor_Relations_Files/IRFile_ Name_1689239638.pdf.
Your Company has not issued equity shares with differential rights as
to dividend, voting or otherwise. It has neither issued Sweat Equity Shares.
5. SHIFTING OF REGISTERED OFFICE
The Board of Directors of the Company vide resolution passed by
circulation on 02nd February, 2023 approved the shifting of Registered office
of the Company within the local limits of the city from "Unit No. 604A-B, 605A-B,
Tower A, 6th Floor, World Trade Centre, Gift City, Block-51, Zone 5, Road 5E,
Gandhi Nagar, Gujrat-382355" to 1701, 17th Floor, Dalal Street Commercial
Co-operative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhinagar-382355.
Further, the address of registered office of the Company was again changed from
"1701, 17th Floor, Dalal Street Commercial Co-operative Society Limited,
Road 5E, Block 53, Zone 5, Gift City, Gandhinagar, Gujarat- 382355" to 1701-1703, 17th
Floor, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5,
Gift City, Gandhinagar, Gujarat-382355 vide resolution of Board of Directors of the
Company passed by circulation on 28th April, 2023.
6. DIVIDEND
During the year under review, the Company has paid 1st and 2nd
interim dividend of Rs. 2/- each per equity share of face value of Rs. 10/- each.
We are pleased to recommend a final dividend of
Rs. 4.50/- per equity share of face value of Rs. 10/- each for
Financial Year 2022-23 to members of the Company.
The total dividend for Financial Year 2022-2023 including the final
dividend, if approved by the members, would amount to Rs. 8.50/- per equity share of face
value of
Rs. 10/- each as compared to Rs. 6/- per equity share of face value of
Rs. 10/- each in the previous year.
Pursuant to Regulation 43A of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has
formulated and adopted the Dividend Distribution Policy. The said policy is available on
the website of the Company https://www.shareindia.com/data/uploads/
Investor_Relations_Files/IRFile_Name_1660630686.pdf
7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the Company had not transferred any
amount/shares to Investor Education and Protection Fund.
8. PUBLIC DEPOSITS
Your Company has neither invited nor accepted any deposits from public
within the meaning of Sections 73 and 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014 during the Financial Year ended 31st
March, 2023. Therefore, the details as required under Rule 8(5)(v) and 8(5)(vi) have not
been provided.
9. TRANSFER TO RESERVES
During the year under review, the Company has made net profit of Rs.
22,901.77 Lakhs, which form part of Retained Earnings.
The Company is not required to transfer any amount to Statutory
Reserves. The Board has decided to retain the entire amount of profits for FY 2023 in the
profit and loss account and does not propose to transfer amounts to the general reserve
out of the amount available for appropriation.
10. ANNUAL RETURN
In accordance with Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st
March, 2023 is available on the Company's website and can be accessed
https://www.shareindia. com/data/uploads/Investor_Relations_Files/IRFile_
Name_1689318222.pdf
11. SUBSIDIARIES/JOINT VENTURES/ASSOCIATES
The Company had the following Subsidiaries as on 31st March,
2023:
Sl. No. |
Name of the Company |
Status |
1. |
Share India Capital Services Private Limited |
Wholly-owned Subsidiary |
2. |
Share India Securities (IFSC) Private
Limited |
Wholly-owned Subsidiary |
3. |
Share India Fincap Private Limited |
Wholly-owned Subsidiary |
4. |
Total Securities (IFSC) Private Limited |
Wholly-owned Subsidiary |
5. |
Share India Algoplus Private Limited2 |
Wholly-owned Subsidiary |
6. |
Share India Smile Foundation |
Wholly-owned Subsidiary |
7. |
Share India Global Pte Ltd |
Wholly-owned Subsidiary |
8. |
Share India Insurance Brokers Private
Limited |
Wholly-owned Subsidiary |
9. |
Utrade Solutions Private Limited |
Subsidiary |
10. |
Algowire Trading Technologies Private
Limited |
Subsidiary |
During the year under review:
1. Share India Commodity Brokers Private Limited has ceased to be an
Associate Company of the Company w.e.f. 19th December, 2022.
2. Total Commodities (India) Private Limited, Wholly-owned Subsidiary
of the Company, has changed its name to Share India Algoplus Private Limited w.e.f. 16th
November, 2022.
3. Total Securities Overseas Limited, Wholly-owned Subsidiary of the
Company, has been liquidated. However, the process of winding up of the Company is in
process.
The policy for determining Material Subsidiaries as approved by the
Board is uploaded on the Company's website and can be accessed at the web-link:
https://www.shareindia.com/data/uploads/Investor_
Relations_Files/IRFile_Name_1676523490.pdf.
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, a statement containing the salient features of the financial statements of our
subsidiaries and associate company, for the Financial Year ended 31st March,
2023, in the prescribed format AOC-1, is attached to the Consolidated Financial Statements
of the Company (refer Note 64 of Consolidated financial statements).
Highlights of the Financial Performance of our Subsidiaries &
Wholly Owned Subsidiaries as on 31st March, 2023 is annexed herewith as Annexure
8.
12. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of your Company
during the Financial Year 2022-23.
13. DETAILS OF DIRECTORS OR KMP APPOINTED / RESIGNED DURING THE YEAR
During the year under review:
1. The Board of Directors at its Meeting held on 9th July,
2022 approved the change in designation of Mrs. Saroj Gupta, Whole-time Director of the
Company to Non-Executive Director of the Company w.e.f. 21st July, 2022.
2. Mr. Jatinder Pal Singh, Mr. Sulabh Jain, Mr. Jatin Bansal,
Independent Directors, resigned from the Directorship of the Company w.e.f. 31st
July, 2022. Further, Mr. Singh, Mr. Jain and Mr. Bansal have confirmed that there were no
material reasons for their resignation other than those provided in their resignation
letter.
3. The Members of the Company at 28th Annual General Meeting
held on 22nd September, 2022:
A) appointed Mr. Sachin Gupta (DIN: 00006070) and Mr. Vijay Girdharlal
Vora (DIN: 00333495) who retires by rotation and being eligible, offered themselves for
re-appointment.
B) re-appointed Mr. Parveen Gupta as the Managing Director of the
Company for a period of 5 years w.e.f. 21st July, 2022.
C) re-appointed Mr. Sachin Gupta as the Whole Time Director of the
Company for a period of 5 years w.e.f. 21st July, 2022.
D) appointed Mr. Yogesh Lohiya, Mr. Ashish Kumar, Mr. Rishabh Yadav and
Mr. Mohammad Rubaid Khan as an Independent Director of the Company for a term of 5
consecutive years w.e.f. 23rd August, 2022.
4. The Members of the Company, based on the recommendation of the
Nomination and Remuneration Committee and the Board of Directors at their Meetings held on
06th January, 2023, vide Postal Ballot notice dated 06th January,
2023, appointed Mr. Gopalapillai Prassana Kumar and Mr. Shanti Kumar Jain as an
Independent Director of the Company for a term of 5 consecutive years with effect from 06th
January, 2023.
5. Mr. Ankit Taak, Independent Director, resigned from the Directorship
of the Company w.e.f. 25th June, 2023.
6. Mr. Rishabh Yadav Independent Director, resigned from the
Directorship of the Company w.e.f 30th June, 2023.
Mr. Kamlesh Vadilal Shah (DIN : 00378362) and Mr. Parveen Gupta (DIN :
00013926) retires by rotation at the forthcoming AGM and being eligible, have offered
themselves for re-appointment.
In compliance with Regulation 36(3) of the Listing Regulations and
Secretarial Standard-2 on General Meetings, brief resume and other information of all the
Directors proposed to be re-appointed shall be given in the Notice of the forthcoming AGM.
There were no other changes in the Board and the Key Managerial
Personnel during the year.
14. DECLARATION GIVEN BY INDEPENDENT DIRECTORS
The Non-Executive Independent Directors of the Company have given
declaration stating that they continue to meet the criteria as set out for Independent
Directors under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, in terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules,
2014, as amended, the Board of Directors state that in the opinion of the Board, during
the Financial Year 2022-23 all the Directors whose appointments as Independent Directors
of the Company have been approved by the Shareholders during the year, are persons of
integrity and possess relevant expertise and experience. Further, the Independent
Directors have been exempted/successfully qualified the online pro_ciency self-assessment
test conducted by the Indian Institute of Corporate Affairs.
15. NOMINATION AND REMUNERATION POLICY
The Board has adopted a Nomination and Remuneration Policy recommended
by Nomination and Remuneration Committee in terms of the provisions of Section 178 of the
Act and Regulation 19 of the Listing Regulations, read with Part D of Schedule II thereto.
The Policy governs the criteria for determining qualifications, positive attributes and
independence of a Director and lays down the remuneration principles for Directors, Key
Managerial Personnel and other employees.
The Policy aims to enable the Company to attract, retain and motivate
directors of the quality required to run the company successfully. The policy ensures that
the relationship of remuneration to performance is clear and meets appropriate performance
benchmarks and remuneration to directors, key managerial personnel and senior management
involves a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the company and its goals.
A copy of said policy is placed on the website of the Company at
https://www.shareindia.com/ data/uploads/Investor_Relations_Files/IRFile_
Name_1660630639.pdf.
16. MEETING OF THE BOARD AND COMMITTEES
During the Financial Year ended 31st March, 2023:
a) Board of Directors of the Company met 12 (Twelve) times,
b) Members of Audit Committee of the Board of Directors of the Company
met 13 (Thirteen) times,
c) Members of Nomination and Remuneration Committee of the Board of
Directors of the Company met 6 (Six) times,
d) Members of Stakeholder & Relationship Committee of the Board of
Directors of the Company met 4 (Four) times,
e) Members of Corporate Social Responsibility Committee of the Board of
Directors of the Company met 6 (Six) times,
f) Members of Risk Management Committee of the Board of Directors of
the Company met 2 (Two) times.
The details of composition, terms of reference and meetings held and
attended by the Committee members of Audit Committee, Nomination and Remuneration
Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility
Committee and Risk Management Committee are provided in the Corporate Governance Report,
annexed as Annexure 1 to this Report.
17. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, your Directors
confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b) they have, in the selection of the accounting policies, consulted
the Statutory Auditors and these have been applied consistently and reasonable and prudent
judgments and estimates have been made so as to give a true and fair view of the state of
affairs of the Company as at 31st March, 2023 and of the Profit of the Company
for the year ended on that date;
c) proper and sufficient care has been taken 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 annual accounts on a going - concern
basis;
e) they have laid down internal Financial Control followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and the systems were adequate and operating effectively.
18. STATUTORY AUDITOR & AUDITORS' REPORT
The Members of the Company at their Annual General Meeting held on 26th
September, 2019, had approved the appointment of M/s. SVP & Associates, Chartered
Accountants (Firm Registration No. 003838N), as the Statutory Auditors of the Company for
a period of five years commencing from the conclusion of the 25th AGM till the
conclusion of 30th AGM of the Company to be held in the year 2024.
M/s. SVP & Associates, Chartered Accountants, Statutory Auditors of
your Company has audited the Financial Statements of the Company for the Financial Year
ended 31st March, 2023. The Notes on Financial Statements referred to in the
Auditors' Report are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation, adverse remark or
disclaimer.
During the year under review, the Auditors had not reported any matter
under Section 143(12) of the Act, therefore, no detail is required to be disclosed under
Section 134(3)(ca) of the Act.
19. INTERNAL AUDITOR
In terms of the provisions of Section 138 of the Act, M/s. Sunil K
Varshney & Associates, were appointed as the Internal Auditor of the Company. The
Audit Committee, in consultation with the Internal Auditor, formulates the scope,
functioning, periodicity and methodology for conducting the Internal Audit. The Audit
Committee, inter-alia, reviews the Internal Audit Reports.
20. SECRETARIAL AUDITOR & SECRETARIAL AUDITORS' REPORT
As per provisions of Section 204 of the Companies Act, 2013, the Board
of Directors of the Company have appointed M/s. Jaiswal and Associates, Company
Secretaries as the Secretarial Auditor of the Company to conduct the Secretarial Audit for
the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended 31st
March, 2023, is annexed to this Report as "Annexure-2".
The Secretarial Auditor's Report for the Financial Year 2022-23,
does not contain any qualification, observation or adverse remarks and therefore, in the
opinion of the Directors, do not call for any further explanation.
Also, your Company has Material Subsidiary namely Share India Algoplus
Private Limited (formerly known as Total Commodities (India) Private Limited), therefore
the provision relating to the Secretarial Audit of material subsidiary as mentioned in
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015 is
applicable and Secretarial Audit Report of the aforementioned Company is annexed to this
Report as "Annexure- 2A."
Share India Fincap Private Limited has become a material subsidiary of
the Company, based on the Audited Financial Statements for the Financial Year 2022-23,
therefore the provision relating to the Secretarial Audit of material subsidiary as
mentioned in Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements),
2015 is applicable and Secretarial Audit Report of the aforementioned Company is annexed
to this Report as "Annexure- 2B."
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The full particulars of the loans given, investment made or guarantee
given or security provided and the purpose for which the loan or guarantee or security is
proposed to be utilized, if any, as per the provisions of Section 186 of the Companies
Act, 2013 are provided in the notes to accompanying Standalone Financial Statements.
22. CONTRACT OR ARRANGEMENT WITH RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of
business. There are no materially significant related party transactions made by the
Company with related parties which may have a potential conflict with the interest of the
Company. Therefore, no details are required to be provided in Form AOC-2 prescribed under
Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts)
Rules, 2014.
All Related Party Transactions are placed before the Audit Committee
for approval. Prior omnibus approval of Audit committee has been obtained for transactions
which are of repetitive nature. During the year under review, the Company has entered into
related party transactions, which were in ordinary course of business and at arm's
length basis, by virtue of omnibus approval of Audit Committee.
The Audit Committee on quarterly basis reviewed the related party
transactions entered into by the Company.
For the purpose of determination of related party, related party
transactions and review mechanism relating to such transactions, the Company has
formulated a policy. The same is published on the website of the Company and can be
accessed at https://www.shareindia.com/data/uploads/Investor_
Relations_Files/IRFile_Name_1665656991.pdf.
Further, your attention is drawn to the Related Party disclosures set
out in Note no. 53 of the Standalone Financial Statements.
23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY.
There has been no material changes and commitments affecting financial
position of the Company have occurred between the end of the financial year to which the
financial statements relate and the date of this report.
Members of Share India Insurance Brokers Limited, Wholly Owned
Subsidiary of the Company, had on 19th May, 2023, at its Extra-ordinary General
Meeting approved the issuance of 3,09,000 (Three Lakh Nine Thousand) Equity Shares at a
price of Rs. 11.89/- (Rupees Eleven and Eighty Nine Paisa Only) each amounting to
Rs. 36,74,010/- (Rupees Thirty-Six Lakh Seventy Four Thousand and Ten
Only) on a preferential basis.
Post aforesaid issue, the shareholding of the Company in Share India
Insurance Brokers Private Limited will stand reduced to 94.35% and consequently, Share
India Insurance Brokers Private Limited will cease to be a Wholly-Owned Subsidiary of the
Company but will continue as Subsidiary of the Company.
24. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Companies Act, 2013 the Board,
in consultation with its Nomination
& Remuneration Committee, has formulated a framework containing,
inter-alia, the process, format, attributes and criteria for performance evaluation of the
entire Board of the Company, its Committees and individual Directors, including
Independent Directors.
The framework is monitored, reviewed and updated by the Board, in
consultation with the Nomination and Remuneration Committee, based on need and new
compliance requirements.
Evaluation of the Board and its Committees is based on various aspects
of their functioning, such as, adequacy of the constitution and composition of the Board
and its Committees, matters addressed in the meetings, processes followed at the meeting,
Board's focus, regulatory compliances and Corporate Governance, etc., are in place.
Similarly, for evaluation of individual Director's performance, various parameters
like Director's profile, contribution in Board and Committee meetings, execution and
performance of specific duties, obligations, regulatory compliances and governance, etc.,
are considered.
Accordingly, the annual performance evaluation of the Board, its
Committees and each Director was carried out for the Financial Year 2022-23 by Nomination
and Remuneration Committee in consultation with the Board.
The performance evaluation of all the Independent Directors have been
done by the entire Board, excluding the Director being evaluated. On the basis of
performance evaluation done by the Board, it determines whether to extend or continue
their term of appointment, whenever their respective term expires. The Directors expressed
their satisfaction with the evaluation process.
25. ADDITIONAL DISCLOSURE AS PER SCHEDULE V READ WITH REGULATION 34 (E)
OF THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS), REGULATIONS, 2015 a)
Related Party Disclosure
The Company is in compliance with IND AS-24 on related party
disclosure. For further details, please refer Note No. 53 forming part of Standalone
Financial Statements.
b) Management Discussion and Analysis Report
The Management Discussion and Analysis Report forms an integral part of
this Report and gives details of the industry structure, developments, opportunities,
threats, performance and state of affairs of the Company's business, internal
controls and their adequacy, risk management systems and other material developments
during the Financial Year 2022-23, and is annexed as Annexure -3.
c) Corporate Governance Report
The Corporate Governance Report as required is presented as forming
part of this Report as Annexure -1.
d) Declaration by Chief Executive Officer
A declaration duly signed by Chief Executive Officer stating that the
members of Board of Directors and Senior Management Personnel have affirmed compliance
with the code of conduct of Board of Directors and Senior Management is annexed to the
Corporate Governance Report. Please refer Annexure-1, i.e., Corporate Governance
Report for more details.
e) Compliance Certificate
Please refer Annexure-1, i.e., Corporate Governance Report.
f) Disclosures with respect to Demat Suspense Account/ Unclaimed
Suspense Account
As on 31st March, 2023, following are the details in respect
of Equity Shares lying in the suspense account which were issued in demat form:
Particulars |
Number of shareholders |
Number of Equity Shares |
Number of Warrant Holders |
Number of Warrants |
Aggregate number of shareholders and the
outstanding shares in the suspense account lying as on 1st April, 2022 |
Nil |
Nil |
Nil |
Nil |
No. of shareholders/warrant holders added
during the Year |
8 |
47 |
6 |
544 |
Number of shareholders /warrant holders who
approached the Company for transfer of shares/warrants from suspense account during the
year1 |
0 |
0 |
0 |
0 |
Number of shareholders/warrant holders to whom
shares / warrants were transferred from suspense account during the year2 |
0 |
0 |
0 |
0 |
Aggregate number of shareholders / warrant
holders and the outstanding shares/warrants in the suspense account lying as on 31st
March, 2023 |
8 |
47 |
6 |
544 |
Notes:
1. 8 shareholders/warrant holders approached the Company for transfer
of shares/warrants during the Financial Year 2023-2024.
2. All the shares/warrants lying in the suspense account of the Company
as on 31st March, 2023 were transferred from the aforesaid suspense account to
the respective demat accounts of the allottees during the current year
3. Currently there are no outstanding shares/ warrants lying in the
aforesaid suspense account of the Company.
26. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
Even though operations of the Company are not energy intensive, the
management has been highly conscious of the importance of conservation of energy and
technology absorption at all operational levels and efforts are made in this direction on
a continuous basis.
In view of the nature of activities which are being carried on by the
Company, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013
read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy
and Technology Absorption are not applicable to the Company and hence have not been
provided.
27. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has incurred an expenditure of Rs. 19.65 lakhs in foreign
exchange and has earned Rs.10.25 Lakhs in foreign exchange during the Financial Year
2022-23.
28. SECRETARIAL STANDARDS
Your Company is in compliance with the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings
(SS-2) issued by the Institute of Company Secretaries of India (ICSI).
29. BUSINESS RISK MANAGEMENT
Your Company follows Risk Management framework with an endeavor to
enhance the control environment via risk mitigation and reducing the impact of risks
concerning the business of the Company within the acceptable levels. It has been carried
out in a phased manner wherein due emphasis is being given on identification, assessment
and mitigation thereof through economic control of those risks that endanger the assets
and business of the Company.
To achieve the aforesaid objectives, the Board of Directors of your
company has framed the Risk Management Policy to identify, assess and mitigate the risks
associated with the business of the Company.
Please refer Annexure- 1, i.e., Corporate Governance Report for
more details.
30. COST RECORDS AND COST AUDIT REPORT
In terms with the provisions of Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records
and appointment of Cost Auditors are not applicable on your Company.
31. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
Your Company's Code of Conduct to Regulate, Monitor and Report
Trading in Securities by Designated Persons and Immediate Relatives covers the Directors,
Key Managerial Persons, persons forming part of promoter(s)/promoter group(s) and such
other designated employees of the Company, who are expected to have access to unpublished
price sensitive information relating to the Company. The Directors, Key Managerial
Persons, persons forming part of promoter(s)/promoter group(s), designated employees and
their relatives are restricted in purchasing, selling and dealing in the shares of the
Company while in possession of unpublished price sensitive information about the Company
as well as during the period of trading window closure.
The Board of Directors has approved and adopted the Code of Conduct to
Regulate, Monitor and Report Trading in Securities by Designated Persons and Immediate
Relatives. The Board has also approved the Code for Fair Disclosure in line with SEBI
(Prohibition of Insider Trading) Regulations, 2015.
32. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted Corporate Social Responsibility Committee
in compliance with the provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility) Rules, 2014:
Your Company has been undertaking CSR activities on a significant
scale, upholding the belief that corporate have a special and continuing responsibility
towards social development.
As a part of its initiative under the "Corporate Social
Responsibility" (CSR) drive, the Company has undertaken projects in the areas of
promoting education, environment sustainability and health care. These projects are in
accordance with Schedule VII of the Act and the Company's CSR policy. The CSR
Committee of the Company helps the Company to frame, monitor and execute the CSR
activities of the Company.
The CSR Policy is available on the website of the Company
https://www.shareindia.com/data/uploads/ Investor_Relations_Files/IRFile_Name_1660630773.
pdf. The Annual Report on CSR activities of the Company during the year under review is
attached as
Annexure - 4 '.
33. VIGIL MECHANISM POLICY
The Company has adopted a Vigil Mechanism Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Company's Code of Conduct or
ethics policy. The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company has been denied
access to the Audit Committee. The copy of vigil mechanism policy is put on the
Company's Website and may be accessed at
https://www.shareindia.com/data/uploads/Investor_
Relations_Files/IRFile_Name_1686225825.pdf.
34. SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors of the Company
held a separate meeting without the attendance of Non-Independent Directors and members of
the management on 25th January, 2023, for discussing and reviewing the
performance of non-Independent Directors, the Board and the Chairman of the Company and
also to assess the quality, quantity and timeliness of flow of information between the
Company management and the Board.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators
or Courts or tribunal impacting the going concern status and Company's operations in
future.
36. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are proper, adequate and operating effectively.
The Company's internal control system is commensurate with its size, scale and
complexities of its operations. The Board has appointed Internal Auditors to more
strengthen the Internal Financial Controls. Internal Auditors directly reports to the
Audit Committee or Board of Directors of the Company.
The Audit Committee of the Board actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same. During the year under review, no material or serious observation has been received
from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
37. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 form part of this report and is annexed
as Annexure 5.
The statement containing details of employees as required under Section
197(12) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (the Rules'), as amended, form part of this
report and is annexed as Annexure 6.
38. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company is committed to provide a safe and secure environment to
its women employees across its functions, as they are integral and important part of the
organization. Your 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. Also, adequate workshops and awareness programmes against
sexual harassment are conducted across the organization to ensure that secure working
environment is provide to the female staff. An Internal Complaints Committee (ICC) with
requisite number of representatives has been set up to redress complaints relating to
sexual harassment, if any, received from women employees and other women associates.
The Company's process ensures complete anonymity and
confidentiality of information. The following is a summary of sexual harassment complaints
received and disposed off during the financial year 2022-23:
No. of Complaints received : Nil
No. of Complaints disposed off : Nil
Also, Company conducts awareness programme to enhance awareness
knowledge about sexual harassment within the Company at regular intervals.
39. INSURANCE
The Company's assets are adequately insured against all major
risks including loss on account of business interruption caused due to property damage.
The Company has also taken Directors' and Officers' Insurance Policy to provide
coverage against the liabilities arising on them.
40. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility and Sustainability Report ("BRSR") describing the
initiatives taken by the Board from an environmental, Social and Governance perspective is
forming part of the Annual Report and is annexed herewith as Annexure 7.
41. OTHER DISCLOSURES
During the year under review: i. No application has been made or
any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
during the Financial Year 2022-23.
ii. The Company had not entered into any one-time settlement with any
Bank or any Financial Institution.
42. ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from the Company's Bankers, Regulatory Bodies,
Stakeholders and other business associates who have extended their valuable sustained
support and encouragement during the year under review.
Your Directors also wish to place on record their deep sense of
gratitude and appreciation for the commitment displayed by all executives, officers and
staff at all levels of the Company, resulting in the successful performance of the Company
during the year under review. We look forward to your continued support in the future.
By Order of Board of Directors For Share India Securities Limited
|
Sd/- |
Sd/- |
|
Parveen Gupta |
Sachin Gupta |
DATE: August 23, 2023 |
Chairman & Managing Director |
CEO & Whole-Time Director |
PLACE: Noida |
DIN: 00013926 |
DIN: 00006070 |