Your Directors are pleased to present herewith the 38th Annual report along with the Audited Annual Accounts of the Company for the year ended March 31, 2024.
FINANCIAL RESULTS
The Financial Results for the year ended March 31, 2024 are summarized as under:
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(Rs In Lacs)
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Particulars
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For the year ended*
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| |
31/03/2024
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31/03/2023
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Total Income
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796.32
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205.98
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Profit (Loss) before depreciation and taxes
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622.01
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46.51
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Less: Depreciation
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0.85
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0.73
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Less: Tax Expenses
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77.84
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13.11
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Profit (Loss) After Tax
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543.33
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32.67
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|
* Previous Year's figures have been regrouped, reclassified wherever considered necessary.
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OPERATIONS
During the year under review, the total income of the Company increased from Rs. 205.98 lacs during the previous year to Rs. 796.32 lacs during the current year. The profit after tax also increased from Rs.32.67 lacs during the previous year to Rs.543.33 lacs during the current year mainly due to increase in the Other operating income (i.e. gain on sale of non-current investments & gain arising on of Mutual Fund measured at FVTPL). The Board of Directors expect this situation to improve further in the coming years.
CHANGES IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the year under review. The company is mainly engaged in the providing merchant banking services to its clients and investment activities.
SHARE CAPITAL
During the year under review, the company has not increased its paid up capital. The paid up equity share capital of the company as on March 31, 2024 is Rs.3,01,16,000. During the year under review, the company has neither issued shares with differential voting rights nor granted employee stock options or sweat equity.
TRANSFER TO RESERVE
No amount was transferred to or from General Reserve or Securities Premium Account during the year under review. Profit/ (loss) of the company for the year under review was transferred to Profit & Loss Account of the Company.
DIVIDEND
The Board of Directors does not recommend any dividend for the year 2023-24 with a view to reinvest the profit for the operations of the Company.
DIRECTORS
Constitution of the Board
The Board of Directors of the Company is constituted in compliance with the Companies Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has a balanced board with optimum combination of Executive, Non-Executive and Woman Directors which includes independent professionals. As on March 31, 2024, the Board of Directors of the company comprised of 4 Directors. Their details as on March 31, 2024 are as under:
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Name
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Category/ Designation
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No. of Directorship and Committee Membership/Chairmanship
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Inter se relationship between Directors
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Directorship#
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Committee Membership / Chairmanship*
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|
Public
Company
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Private
Company
|
Member
ship
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Chairman
ship
|
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Mr. Ashok Kavdia
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Independent Director
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2
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Nil
|
Nil
|
3
|
None
|
|
Mr. Mohib N. Khericha
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Promoter Director, Managing Director
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3
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2
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2
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2
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Husband of Mrs. Sofia M Khericha
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|
Mrs. Sofia M. Khericha
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Promoter Director, Non Executive Woman Director
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1
|
1
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2
|
Nil
|
Wife of Mr. Mohib N Khericha
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|
Mr. Deepak P. Singhvi
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Independent Director
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1
|
4
|
1
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Nil
|
None
|
* Only Audit Committee and Stakeholders Relationship Committee of public limited companies have been considered.
# No of Directorship etc. of Directors does not include directorship in any foreign company. It includes Directorship /committee membership/ committee chairmanship in our Company as well.
Change/Appointment/Re-appointment of Directors
In accordance with the provisions of the Companies Act, 2013 and rules made thereunder and pursuant to the Article of Association of the Company, Mrs. Sofia M. Khericha (DIN: 02695350), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment to the Board.
In addition, Board of Directors has, based on the recommendation of Nomination and Remuneration Committee and subject to approval of shareholders, recommended appointment of Mr. Nawalkishor Gupta (DIN: 00054746) and Mr. Zohar Rangwala (DIN: 10746310) as Independent Directors of the Company for a term of 5 (five) consecutive years effective from September 30, 2024 up to September 29, 2029. In the opinion of Board, both Mr. Nawalkishor Gupta and Mr. Zohar Rangwala possess requisite integrity, relevant expertise and experience (including the proficiency). Furthermore, if required, they will appear for the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.
Existing Independent Directors of the Company i.e. Mr. Ashok Kavdia and Mr. Deepak P. Singhvi whose second term as independent director will come to an end on the date of 38th AGM i.e. September 30, 2024, will cease to be Independent Directors of the Company with effect from such date. The Board placed on record their sincere appreciation for their invaluable contributions to the growth and the support and guidance they provided during their tenure as Directors.
Brief profile and other information of the aforesaid Directors seeking appointment/re-appointment, as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Notes to Notice of the Annual General Meeting.
The above proposals for appointment/reappointment form part of the Notice of the 38th Annual General Meeting and the relevant resolutions are recommended for your approval therein.
Changes in Directors and Key Managerial Personnel
During the year under review, shareholders of the company at their previous Annual General Meeting approved the re-appointment of Mrs. Sofia M. Khericha (DIN: 02695350), who was liable to retire by rotation and had offered herself for re-appointment.
During the year under review, Mr. A. L. Sanghvi (DIN: 00010733), resigned from the Board of the Company w.e.f. April 12, 2023 due to personal commitments, priorities and other pre-occupations and there were no other material reasons other than those mentioned in the resignation letter.
Pursuant to provisions of sections 203 of the Companies Act, 2013, the key managerial personnel (KMP) of your company are Mr. Mohib N Khericha, Managing Director, Mr. Javed S Saiyed, Chief Financial Officer and Mr. Manoj Kumar Ramrakhyani, Company Secretary of the Company. There has been no change in the KMP during the year.
Board Evaluation etc
A formal evaluation mechanism is in place for evaluation the performance of the Board, committees thereof, individual directors and the Chairman of the Board.
The evaluation of board is carried out annually as per the provisions of the Companies Act, 2013, rules thereof and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Performance evaluation of each Director is based on the criteria as laid down from time to time by the Nomination and Remuneration Committee.
Criteria for performance evaluation includes aspects such as attendance for the meetings, participation and independence during the meetings, interaction with Management, Role and accountability to the Board, knowledge and proficiency and any other factors as may be decided by the Nomination and Remuneration Committee. Further, performance evaluation of an Executive Director is done based on business achievements of the company.
The independent directors have also met separately on February 13, 2024.
Remuneration Policy
The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of directors, KMP & senior management personnel and their remuneration. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of directors and other matters as required under Section 178(3) of the Companies Act, 2013 is available on the Company's website www.charteredcapital.net/investors. There has been no change in the policy since the last fiscal year. We affirm that, remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.
The requisite detail as required under section 178(3) and (4) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as “Annexure-A".
Number of meetings of the Board
The Board of Directors met 8 times during the year. The attendance of each Director at the Board Meetings and last Annual General Meeting held during the year under review are as under:
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Director
|
No. of Board Meetings
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Last AGM attended
|
| |
Held
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Attended
|
|
|
Mr. A. L. Sanghvi
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Nil
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Nil
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NA
|
|
Mr. Mohib N. Khericha
|
8
|
8
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Yes
|
|
Mr. Ashok Kavdia
|
8
|
8
|
Yes
|
|
Mr. Deepak P. Singhvi
|
8
|
5
|
Yes
|
|
Mrs. Sofia M Khericha
|
8
|
8
|
Yes
|
|
@ Mr. A. L. Sanghvi has resigned from the Board w.e.f. April 12, 2023.
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Declaration by Independent Directors
The Company has received the necessary disclosures from each Independent Director in accordance with section 149(7) of the Companies Act, 2013 that he meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34(2) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report has been enclosed herewith as “Annexure-B" and forms part of Director's Report.
ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Draft Annual Return of the Company for year ended March 31, 2024 is available on the website of the Company at https://www.charteredcapital.net/wp-content/uploads/2024/08/Year-Ended-March-31-2024.pdf.
CORPORATE GOVERNANCE
At Chartered Capital And Investment Limited, we ensure that we evolve and follow the corporate governance guidelines and best practices. We consider it our inherent responsibility to disclose timely and accurate information regarding our financial and operational performance. We are attaching herewith a separate report on Corporate Governance along with Compliance Certificate Issued by Statutory Auditor in this annual report marked as “Annexure-C" to the Director's Report.
CEO/CFO CERTIFICATION
A certificate from the Managing Director and Chief Financial Officer, Pursuant to Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been placed before the board at its meeting held on August 27, 2024 and has been disclosed in the Corporate Governance Report forming part of Annual Report.
STOCKEXCHANGES
The Company's shares are presently listed on BSE Limited. Further the applicable listing fee for the financial year 2024-2025 has been paid to the stock exchange.
DIRECTORS' RESPONSIBILITY STATEMENT
As per section 134(3) of the Companies Act, 2013, it is hereby confirmed that:
i) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit and loss of the company for the year ended on that date;
iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv) The Directors have prepared the annual accounts on a going concern basis;
v) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
REPORTING OF FRAUD BY AUDITORS OF THE COMPANY
There are no incidence of fraud reported by the statutory auditors as required under section 143 (12) of the Companies Act, 2013 and rules made thereunder
REPORTS BY AUDITORS
Statutory Auditor
At the 36th Annual General Meeting held on September 29, 2022, the members had approved re-appointment of M/ s F P & Associates, Chartered Accountants, (Firm Registration No: 0143262W) Ahmedabad, as the Statutory Auditors of the Company for a second term of 5 years that began from the conclusion of the 36th Annual General Meeting until the conclusion of 41st Annual General Meeting to be held in year 2027 on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors based on the recommendation of the Audit Committee.
There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the company for the financial year ended March 31, 2024. The Auditors Report is enclosed
with the financial statements in this Annual Report. The notes on the Financial Statements referred to in the Auditors Reports are self-explanatory and do not call for any comments or explanations.
Secretarial Auditor
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Nahidakhtar Vhora & Company, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2023-2024.
The Secretarial Audit Report in from MR-3 obtained pursuant to Companies Act, 2013 for the financial year 2023-2024 is enclosed as “Annexure-D" and forms an integral part of this report. The remark/observation in the said report is as under:
SEBI has issued an administrative warning letter dated March 22, 2024 to the Company in connection with the inspection of books and other records for the Merchant Banking activities of the Company for violation of certain provisions of SEBI (Merchant Bankers) Regulations, (Reg.9A & 13), SEBI (PIT) Regulations and SEBI circulars relating to merchant banking activities of the Company wherein SEBI has asked the Company, inter-alia, “to be careful in future and improve the compliance standards". The Company has taken/will take necessary steps to ensure the compliance of the same.
The aforesaid action is procedural in nature and the Company has taken the necessary steps to ensure the compliance and will take further necessary steps in future to ensure that such incidents are not repeated in future.
Cost Audit
The Company is not required to maintain the cost records in terms of section 148 of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013
Particulars of loans and guarantee given and the investments made by the company as at March 31, 2024 are forming part of financial statements.
STATE OF THE COMPANY'S AFFAIR
During the year under review, the total income of the Company increased from Rs. 205.98 lacs during the previous year to Rs. 796.32 lacs during the current year. The profit after tax also increased from Rs.32.67 lacs during the previous year to Rs.543.33 lacs during the current year mainly due to increase in the Other operating income (i.e. gain on sale of non-current investments & gain arising on of Mutual Fund measured at FVTPL). The Board of Directors expect this situation to improve further in the coming years.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the company have occurred between the end of financial year to which the financial statements relate and the date of the Directors' Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH AND DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of energy
(a) the steps taken or impact on conservation of energy: As the operations of the Company are not energy intensive, the same is not applicable. However, adequate measures have been initiated for conservation of energy.
(b) the steps taken by the company for utilizing alternate sources of energy: Though the operations of the Company are not energy intensive, the company shall explore the alternate sources of energy as and when necessity arises.
(c) the capital investment on energy conservation equipments: Nil
B. Technology absorption-
(a) The efforts made towards technology absorption: The operations of the company are of a nature where no major technology is used and therefore same is not applicable.
(b) The benefits derived like product improvement, cost reduction, product development or import substitution:
Not Applicable
(c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) : Not Applicable
i. the details of technology imported;
ii. the year of import;
iii. whether the technology been fully absorbed;
iv. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(d) The expenditure incurred on Research and Development : Nil/ Not Applicable
C. Foreign exchange earnings and Outgo-
There was no inflow or outflow of foreign exchange during the year under review.
RISK MANAGEMENT POLICY
The organization is in the continuous process of strengthening its Risk Management framework with an endeavour 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 to 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 risk associated with the Business of the Company.
CORPORATE SOCIAL RESPONSIBILITY POLICY (CSR)
The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, were not applicable to the Company during the year 2023-24 as it doesn't fall in any of the criteria as specified under section 135(1) of the Companies Act, 2013. However, as the Company's net profit for the year ended march 31, 2024 has gone beyond the threshold of Rupees Five Crores, the provisions of sec 135 of the Companies Act, 2013 has become applicable and accordingly, a Corporate Social Responsibility (“CSR") Committee of the Board was formed on April 15, 2024 to ensure the necessary compliances under the Companies Act, 2013 and rules made thereunder.
PARTICULARS OF REMUNERATION OF MANAGERIAL PERSONNEL AND RELATED DISCLOSURES
The ratio of remuneration of each director to the median employee's remuneration and other details in terms of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and remuneration of Managerial personnel) Rules, 2014 forms part of this report and is attached as “Annexure-E"
A statement containing, inter alia, the names of top ten employees in terms of remuneration drawn and every employee employed throughout the fiscal and in receipt of remuneration of Rs.102.00 lakhs or more and employees employed for part of the year and in receipt of remuneration of Rs.8.50 lakhs or more per month, pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is mentioned hereunder.
(a) There is no employee in receipt of remuneration of Rs.102.00 lakhs or more per annum.
(b) Details of remuneration of all the 7 permanent employees (including Managing Director) are:
Except Mr. Sagir M Khericha who is son of Mr. Mohib N Khericha, none of the employee is relative of any director of the Company.
POLICY FOR PREVENTION OF SEXUAL HARASSMENT
The Company has framed a policy on prevention of sexual harassment of women staff at workplace. Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. No case was reported during the year under review under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has formulated a vigil mechanism through Whistle Blower Policy dealing with the instances of unethical behavior, actual or suspected, fraud or violation of the company's code of conduct. The details of the policy is explained in the Corporate Governance Report and also posted on the website of the Company.
SECRETARIAL STANDARD
The Company complies with secretarial standards on meetings of Board of Directors and General Meetings issued by the Institute of Company Secretaries of India.
AUDIT COMMITTEE
The detail of the Audit Committee including its composition and terms of reference is mentioned in the Corporate Governance Report forming part of the Directors' Report.
RECOMMENDATIONS OF COMMITTEES OF THE BOARD
There was no instance during the financial year 2023-2024, wherein the Board had not accepted recommendations made by any Committee of the Board.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Company maintains adequate and effective Internal Financial Control System commensurate with its size and nature of business. Company believe that internal control system provide, among other things, a reasonable assurance that transactions are executed with management authorization and that they are recorded in all material respects to permit preparations of financial statements in conformity with established accounting principles and that the asset of the company are adequately safeguarded against significant misuse or loss.
Some significant features of the Internal Financial Control Systems are:
• Implementation and control of all transactions including finance, requisitions, quality and costing;
• Internal audits are conducted by external auditors and they audit all aspects of business;
• Audit programme and periodic review by the Management and Audit Committee.
The Audit Committee closely interacts with and guides management and alongwith statutory auditors and internal auditors' reviews significant findings and follows up thereon.
RELATED PARTY TRANSACTIONS
There is no related party transaction during the year under review, except the remuneration paid to Directors, their relative and KMPs of the Company. Related party transactions policy is available on website of the company.
There is no contract or arrangement or transaction by the Company with any related party which is not at arm's length basis. Further, there is no material contract or arrangement or transaction by the Company with any related party which is at arm's length basis during the financial year 2023-2024.
The details of related parties' transactions for the financial year 2023-2024 are given in notes to the financial statement of the Company. All the related party's transactions entered into by the Company are in the ordinary course of business and on an arm's length basis.
DEPOSITS
During the year Company has not accepted any fixed deposits. As on March 31, 2024, there are no fixed deposits with the Company.
ADMINISTRATIVE WARNING LETTER ISSUED BY SEBI TO THE COMPANY
No action(s) has been taken against the Company / its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges under SEBI Regulations and circulars/ guidelines issued thereunder except SEBI has issued an administrative warning letter dated March 22, 2024 to the Company in connection with the inspection of books and other records for the Merchant Banking activities of the Company for violation of certain provisions of SEBI (Merchant Bankers) Regulations, (Reg.9A & 13), SEBI (PIT) Regulations and SEBI circulars relating to merchant banking activities of the Company wherein SEBI has asked the Company, inter-alia, “to be careful in future and improve the compliance standards". The Company has taken/will take necessary steps to ensure the compliance of the same.
The aforesaid action is procedural in nature and the Company has taken the necessary steps to ensure the compliance and will take further necessary steps in future to ensure that such incidents are not repeated in future.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS
To the best of our knowledge, the company has not received any such orders passed by the regulators, courts or tribunals during the year, which may impact the going concern status or company's operations in future.
GENERAL
No disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:
• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
• There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENT
The Board of Directors wish to express their gratitude and sincere appreciation for the continuous support and cooperation extended by the Shareholders, Banks, the Securities and Exchange Board of India, the Stock Exchange, various Government authorities, Financial Institutions and all other stakeholders.
Your Directors would also like to take this opportunity to express their appreciation to all employees at all levels for their dedicated efforts, hard work and cooperation during the year.
CAUTIONARY NOTE
The statements forming part of the Directors' Report may contain certain forward looking remarks within the meaning of applicable security laws and regulations. The actual results, performance, achievements of the company may be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements.
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