1. The Directors present the 40th Annual Report along with the Audited Financial Statements of the Company for the year ended 31st March, 2024.
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2.
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Financial Results
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(Rs. in Lakhs)
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Description
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Financial Year 2023-24
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Financial Year 2022-23
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Total Income
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0.04
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15.58
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Total Expenses
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7.47
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11.55
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Profit/Loss before tax
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-7.44
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4.04
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Current Tax / Deferred Tax Credit / (Charge) (net)
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-
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0.54
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Profit for the year
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-7.44
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3.49
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Other Comprehensive Income (net)
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-
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-
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Total Comprehensive Income
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-7.44
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3.49
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Earnings per Share (in Rupees) (Face Value Rs. 10 each)
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-0.11
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0.05
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3. Financial Performance and the State of Company's affairs
The total loss for the year is to Rs. 7.44 lakhs as compared to profit of Rs. 3.49 lakhs in the previous year. Loss before Tax for the year is at Rs. 7.47 lakhs as against profit before tax of Rs. 0.05 lakhs in the previous year.
4. Dividend & T ransfer to reserve
Considering the financial results of the Company for 2023-2024 and the unsettled business environment, the Company is unable to declare a dividend for the current year. No amount is being transferred to reserves during the year under review.
5. Finance Share Capital
The paid-up equity share capital as on 31st March, 2024, was Rs.653.76 lakhs. There is no change in the paid-up share Capital of the Company during the year under review.
6. Material Changes & Commitments
There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report.
7. Deposits
During the period under review, your Company has not accepted any deposits from the public as such, no amount of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
8. Corporate Social Responsibility (CSR)
The provisions of Corporate Social Responsibility does not apply to the Company.
9. Management Discussion and Analysis
As required under Regulation 34(2) read with Schedule V of SEBI LODR, 2015, Management Discussion and Analysis is enclosed as a part of this report as Annexure-1.
10. Corporate Governance Report
The company falls under the criteria 15 (2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid-up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.
As on 31st March, 2024, the Company's Paid-up Capital is of Rs. 653.76 lakhs and Net worth is of Rs. (76.50) lakhs
Hence compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company and hence the same is not published in the report.
11. Annual Return
Annual Return as at 31st March, 2024 in the prescribed format under the Companies Act, 2013 (Draft MGT-7) is available on the website of the Company and same can be accessed at www.sterling-guaranty.com.
12. Directors' Responsibility Statement
Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:
i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures.
ii) Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024, and of the loss of the Company for the year ended 31st March, 2024.
iii) 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.
iv) The Annual Accounts have been prepared on a going concern basis.
v) Internal financial controls have been laid down and followed by the Company and that such controls are adequate and are operating effectively.
vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
13. Statement on declaration given by Independent Directors
The Company has received necessary declarations/confirmation from all Independent Directors under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1 )(b) and Regulation 25(8) of the SEBI LODR, 2015 that they meet the criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of independent directors.
14. Particulars of Loans, Guarantees and Investments
The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Companies Act, 2013 are disclosed in Notes to the Financial Statements.
15. Related Parties Transactions
None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2023-2024 and hence does not form part of this report.
16. Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo
A) Conservation of energy: -
i) The steps taken or impact on conservation of energy: The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources.
ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.
iii) The capital investment on energy conversation Equipment's: N.A.
B) Technology absorption:
i) The efforts made towards technology absorption: N.A.
ii) The benefits derived like product improvement, cost reduction product development or import substitution: N.A.
iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A.
a) The details of technology imported: N.A.
b) The year of import: N.A.
c) Whether the technology been fully absorbed. N.A.
d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: N.A.
iv) The expenditure incurred on Research and Development: N.A.
C) Foreign Exchange Earnings and Outgo:
i) Total Foreign Exchange Earned: Nil
ii) Total Foreign Exchange Used: Nil
17. Report on the subsidiaries, associates and joint venture Companies, names of Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies
As on 31st March, 2024, Company has no subsidiaries, joint venture and associate companies.
18. Change in the registered office of the Company
The Board of Directors of the Company has also approved shifting of the registered office of the Company from the existing Office No 3rd & 4th, 3rd Floor, The Centrium, Village Kurla Kirol, Kurla (W), Mumbai - 400070 to B-702, 7th Floor, Neelkanth Business Park, Kirol Village, Near Bus Depot, Vidyavihar (W), Mumbai - 400086 within same city same state and within same ROC.
19. Change in the name of the Company
The members of the Company vide Special resolution passed through Postal ballot, have approved the change of name of the Company from “Sterling Guaranty & Finance Limited” to “Trustwave Securities Limited” on 21st June, 2024. The Company has received Fresh Certificate of incorporation dated 9th August, 2024 from the Registrar of Companies, Mumbai, approving the change of name of the Company from Sterling Guaranty & Finance Limited” to “Trustwave Securities Limited.”
20. Significant and Material orders passed by the Regulators or Courts
During the year, no significant and material orders were passed by any of the Regulators or Courts.
21. Details of Directors or KMP who are appointed / re-appointed or have resigned/retired (including by rotation) during the year
During the year under review, following appointments were made:
a. Mr. Deepak Kharwad (DIN: 0813448) was appointed as an Executive Director of the Company on 26th February, 2024 and was regularized as the Director of the Company vide postal ballot results dated 21st June, 2024 (being the last date of the postal ballot).
b. Mrs. Naliny Kharwad (DIN: 02001739), was appointed as an Executive Director of the Company on 26th February, 2024. However, her designation was changed from Director to Managing Director on 15th April, 2024 and the same was approved by the members of the Company vide postal ballot results dated 21st June, 2024 (being the last date of the postal ballot).
c. Mr. Nilesh Yadav (DIN: 10518738) was appointed as a Non-Executive Non-Independent Director of the Company on 26th February, 2024 and was regularized as the Director of the Company vide postal ballot results dated 21st June, 2024 (being the last date of the postal ballot).
d. Mr. Prasad Pramod Kemnaik (DIN: 10591411) was appointed as a Non-Executive Non-Independent Director of the Company on 15th April, 2024 and was regularized as the Director of the Company vide postal ballot results dated 21st June, 2024 (being the last date of the postal ballot).
e. Mr. Shubham Arvind Kumar Jain was appointed as the Chief Financial Officer of the Company w.e.f. 15th April. 2024.
f. Ms. Reet Phulwani was appointed as the Company Secretary & Compliance Officer of the Company 25th September, 2023.
During the year under review, the Board accepted resignation of the following Directors were made:
g. Mr. Dharman D Mehta (DIN: 00036787), vide his letter dated 29th March, 2024 has tendered his resignation as a Director of the Company with effect 29th March, 2024 due to changes in the ownership and management of the Company.
h. Mr. Rajan Sevantilal Shah (DIN: 08619751), vide his letter dated 29th March, 2024 has tendered his resignation as a Director & CEO of the Company with effect 29th March, 2024 due to changes in the ownership and management of the Company.
i. Mr. Bharat Bakshi Bhusan (DIN: 08423443), vide his letter dated 29th March, 2024 has tendered his resignation as an Independent Director of the Company with effect 29th March, 2024 due to other professional commitments.
j. Mrs. Aditi Dhiren Mehta vide her resignation letter dated 29th March, 2024 has tendered her resignation from the post of Chief Financial Officer (KMP) of the Company with 29th March, 2024 effect due to certain personal and unavoidable circumstances.
k. Priti Kumar resigned as the Company Secretary & Compliance Officer of the Company w.e.f. 8th August, 2023.
Directors to retire by rotation:
l. Mr. Deepak Kharwad (DIN: 0813448) who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The members are requested to consider and approve his re-appointment.
22. Disclosure regarding Company's policies under Companies Act, 2013
The Company's policies on i) Director's appointment and remuneration, determining criteria for qualification/ independence, ii) Remuneration for Directors, Key Managerial Personnel and other employees, iii) Performance evaluation of the Board, Committees and Directors, iv) Materiality of Related Party transactions, v) Risk Management, and vi) Whistle Blower / Vigil Mechanism are available on the website of the Company www.sterling-guaranty.com.
23. Number of Board Meetings:
During the financial year, the Board had met Nine (9) times on 30th May, 2023, 20th June, 2023, 14th August, 2023, 4th September, 2023, 7th September, 2023, 25th September, 2023, 9th November, 2023, 6th February, 2024 and 26th February, 2024. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year under review, the Annual General Meeting of the Company was held on 29th September, 2023.
24. Committees of the Board:
There are currently three Committees of the Board, as follows:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
25. Disclosure of Composition of Committees as on date:Audit Committee comprises of following members:
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Sr No
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Name of the member
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Designation
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1.
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Nilesh Yadav (Chairman)
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Non - Executive Independent Director
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2.
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Prasad Kemnaik
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Non - Executive Independent Director
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3.
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Deepak Kharwad
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Executive Director
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Nomination & Remuneration Committee comprises of following members:
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Sr No
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Name of the member
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Designation
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1.
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Nilesh Yadav (Chairman)
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Non - Executive Independent Director
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2.
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Prasad Kemnaik
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Non - Executive Independent Director
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3.
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Deepak Kharwad
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Executive Director
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Stakeholders Relationship committee comprises of following members:
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Sr No
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Name of the member
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Designation
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1.
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Nilesh Yadav (Chairman)
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Non - Executive Independent Director
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2.
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Prasad Kemnaik
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Non - Executive Independent Director
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3.
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Deepak Kharwad
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Executive Director
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26. Meeting of Committees of the Board
During the year there were in total (Five) 5 Audit Committee Meetings, (Three) 3 Nomination & Remuneration Committee and (One) 1 Stakeholders Relationship Committee were held. Further one meeting of the Independent Directors was held on 12th March, 2024.
Audit Committee: 30th May, 2023, 14th August, 2023, 4th September, 2023, 9th November, 2023 and 6th February, 2024. Nomination & Remuneration Committee: 4th September, 2023, 25th September, 2023, 26th February, 2024.
Stakeholders Relationship Committee: 30th May, 2023.
27. Performance evaluation of the Board
Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit committee, Nomination & Remuneration committee, Stakeholders' Relationship committee.
The Independent Directors of the Company met separately on 12th March, 2024 to discuss the following:
i) review the performance of non-independent directors and the Board as a whole.
ii) review the performance of the Chairperson of the Company, taking into account the views of non-executive directors.
iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
All of the Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.
28. Whistle Blower:
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act, the Company has framed Vigil Mechanism/ Whistle Blower Policy (Policy) to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any noncompliance and wrong practices, e.g., unethical behaviour, fraud, violation of law, inappropriate behaviour/conduct, etc. The detailed Vigil Mechanism Policy is available at Company's Website www.sterling-guaranty.com.
29. Particulars Of Employees And Remuneration:
No details as required under section 197 (12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided during the year as the Directors of the Company do not draw any Remuneration as on 31st March, 2024.
30. Internal Financial Controls with reference to financial statements
Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance, appropriate authorization, reporting and recording of transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.
31. Safety, Health and Environment
The Company pays utmost importance towards safety and health of its employees by implementing policies, procedures and conducting various awareness programmes among the employees. It conducts many promotional activities among its work force on safety adherence and developing the community on national and international events related to Health, Safety and Environment. During the year under report, National Safety Week, Fire Safety Week and Environment Day were celebrated by reminding the employees through campaigns on its crucial significance in today's world. All functional Departments work in cohesion to a common goal that includes utilizing natural resources with minimal or no damage to the environment and efficiency in energy.
32. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, no complaint was received by the Committee formed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
33. Auditors
i) Vinod S. Mehta & Co., continued their term as Statutory Auditors of the Company for conducting audit of financial statements of the Company.
ii) Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Hemang Satra & Associates. (Membership No. A24235), Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit report in form MR-3 is enclosed as a part of this report as Annexure-2.
iii) M/s., C C Patil & Co, Chartered Accountants are appointed as the Internal Auditors of the Company for the financial year 2023-24.
34. Auditors' Report
The observations made in the Statutory auditors' report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134(3)(f) of the Companies Act, 2013.
The qualifications made by the Secretarial Auditor in its report are self-explanatory and the management is in process of complying with the same.
35. Confirmation of Compliance of Secretarial Standards
The Company has complied with applicable Secretarial Standards during the year under review.
36. Details in Respect of Frauds Reported by Auditors Pursuant to Section 143(12) of the Companies Act, 2013
During the year under report there were no incidences of fraud against the Company reported by Auditors.
37. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
During the year under report there was no application made or any proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.
38. Acknowledgement
The Board of Directors thanks the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers, Employees and Business Associates for their continued co-operation and support to the Company.
On behalf of the Board of Directors, For Trustwave Securities Limited
(Formerly known as Sterling Guaranty & Finance Limited)
Deepak Kharwad
Chairman & Director DIN: 08134487
Place: Mumbai Date: 26th August, 2024
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