Your Directors have pleasure in presenting the 30th Annual Report of the Company together with the audited financial statements of the Company for the financial year ended March 31,2024.
1. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year under review along with previous year's figures is given hereunder:
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(Amount in ? Lacs except EPS)
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Standalone
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Consolidated
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Particulars
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For the Year ended March 31,2024
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For the Year ended March 31, 2023
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For the Year ended March 31,2024
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For the Year ended March 31,2023
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Revenue from Operations
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1,11,901.11
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81,982.24
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1,48,281.45
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1,08,823.41
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Other Income
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548.26
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1,144.31
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593.42
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1,146.82
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Total Income
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1,12,449.37
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83,126.55
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1,48,874.88
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1,09,970.24
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Less: Purchases of stock-in-trade
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2,132.72
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814.02
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2,132.72
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814.02
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Less: Changes in Inventories of stock-in-trade
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103.07
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(103.07)
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103.07
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(103.07)
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Less: Employee Benefits expenses
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25,112.38
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10,059.78
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33,021.49
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14,953.21
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Less: Other expenses
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37,210.47
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37.844.58
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46,681.02
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43,731.65
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Less: Impairment on financial instruments
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-
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-
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663.16
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163.83
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Profit Before Finance Cost, Depreciation & Taxes
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47,890.73
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34,511.24
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66,273.41
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50,410.60
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Less: Finance Cost
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7,080.26
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3,608.77
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9,000.73
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5,757.97
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Less: Depreciation and Amortization
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1,188.05
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1,094.71
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1,406.31
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1,205.05
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Profit Before Exceptional Items & Tax
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39,622.43
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29,807.76
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55,866.37
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43,447.58
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Exceptional Items
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-
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146.50
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(83.49)
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146.50
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Profit Before Tax
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39,622.43
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29,954.26
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55,782.88
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43,594.08
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Less: Current Tax
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9,707.73
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7,083.03
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13,542.67
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10,522.53
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Less: MAT Credit
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-
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-
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(75.72)
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-
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Less: Tax Adjustments for earlier years
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(93.62)
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(31.17)
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(110.87)
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1.70
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Less: Deferred Tax (Credit)
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(233.19)
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0.63
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(149.08)
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2.76
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Profit/(loss) from Associate after tax
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-
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-
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-
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(1.38)
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Profit After Tax
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30,241.51
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22,901.77
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42,575.88
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33,065.71
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Other Comprehensive Income
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4,425.69
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(69.89)
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4,451.83
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7.96
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Total Comprehensive Income
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34,667.21
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22,831.88
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47,027.71
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33,073.67
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Earnings per Share (Basic) (?) - Before Exceptional Items
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90.30
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70.71
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127.10
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102.27
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Earnings per Share (Basic) (?) - After Exceptional Items
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90.30
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71.12
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127.03
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102.68
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Earnings per Share (Diluted) (?) - Before Exceptional Items
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77.61
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61.45
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109.23
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88.88
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Earnings per Share (Diluted) (?) - After Exceptional Items
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77.61
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61.80
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109.17
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89.23
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2. STATE OF COMPANY’S AFFAIRS
During the financial year 2023-24, the revenue from operations recorded a jump of more than 36.49% in comparison to financial year 2022-2023. Consequently, the Profit After Tax (PAT) also recorded an increase of 32.05%.
Highlights of Company's performance are discussed in detail in the Management Discussion and Analysis Report (MDA), which is a part of this Annual Report as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations').
3. CONSOLIDATED FINANCIAL PERFORMANCE REVIEW AND ANALYSIS
The Company achieved the consolidated revenue from operations of '1,48,281.45 Lacs for the year ended March 31, 2024, reflecting an increase of 36.26% as compared to ' 1,08,823.41 Lacs in the previous year. The Company earned consolidated net profit of ' 42,575.88 Lacs in the year ended March 31, 2024, marking a robust growth of 28.76% as compared to ' 33,065.71 Lacs reported in the previous year.
4. CAPITAL STRUCTURE
The Authorized Share Capital of the Company as on March 31, 2024 stood at Rupees Forty-One Crore Ninety-Two Lacs Seven Thousand One Hundred Ninety Only divided into 5,00,00,000 equity shares of ' 10/-(Rupees Ten Only) each.
Rights Issue of equity shares and detachable warrants
The Board of Directors of your Company at its meeting held on December 26, 2022, inter-alia, had considered and approved the raising of funds by way of Rights Issue and constituted the 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 the Company in its meeting held on March 24, 2023, had considered and approved the allotment of 6,38,131 fully paid-up equity shares of face value of ' 10/- each on rights basis at an issue price of ' 700/- per equity share (including a premium of ' 690/-per equity share) along with 17 detachable warrants for every 1 (one) equity share allotted on rights basis aggregating to 1,08,48,227 detachable warrants for cash at a price of ' 700/- per warrant (including a premium of ' 690/- per warrant). ' 175/- per warrant was payable on application, the balance amount of ' 525/- per warrant being payable at the time of exercise of the warrants. The tenure of the warrants is 18 (Eighteen) months from the date of allotment thereof, and accordingly, the last date for tendering the warrants for conversion into equity shares is September 23, 2024. The warrants which are not tendered to be converted into equity shares till September 23, 2024, shall lapse and the relevant holder/s of such warrants shall not be entitled to allotment of the equity shares against such warrants
Conversion of warrants into equity shares
During the financial year 2023-24, the Rights Issue Committee, had, approved the allotment of 56,23,195 fully paid-up equity shares of face value of ' 10/- each pursuant to conversion of detachable warrants on payment of conversion amount, i.e., ' 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.
Further, after the closure of financial year 2023-24 till the finalization of this Report, the Committee has, on payment of conversion amount, i.e., ' 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, allotted the equity shares as mentioned below pursuant to conversion of detachable warrants:
1. 9,51,032 fully paid-up equity shares of face value of ' 10/- each (prior to the split of equity shares); and
2. 1,21,98,565 fully paid-up equity shares of face value of ' 2/- each (post-split of equity shares w.e.f. June 27, 2024).
Statement of Deviation or Variation
During the financial year 2023-2024, the Company has allotted 56,23,195 fully paid-up equity shares of face value of ' 10/- each pursuant to conversion of detachable warrants on payment of conversion amount, i.e., ' 525/- (Rupees Five Hundred Twenty-Five only) per detachable warrant and accordingly, received the funds of ' 2,95,21,77,375/- in aggregate towards warrants conversion amount. The said funds received towards warrants conversion amount have been utilized exclusively for the purpose(s) as specified in the Letter of Offer and there is no deviation or variation in the utilization of the said funds.
Employees Stock Option Scheme
The Company has in force the following Employee Stock Option Schemes, which were framed under the SEBI (Share Based Employee Benefits and Sweat Equity) 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 February 24, 2022 vide Postal Ballot, the Company adopted Share India Employees Stock Option Scheme 2022 (‘Share India ESOS 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 stock options. Share India ESOS 2022 was implemented for grant of, not exceeding,
6,00,000 options in aggregate, entitling the employees to get 1 (one) equity share for each option by paying an exercise price of ' 10/- per option. Options granted under Share India ESOS 2022 would vest in the employees on such respective dates being the dates falling immediately after the expiry of one year from the date of acceptance of the options granted to the respective employees.
Share India Employees Stock Option Scheme - II
Pursuant to the approval of the members at their Annual General Meeting held on September 22, 2022, the Company adopted Share India Employees Stock Option Scheme - II (‘Share India ESOS 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 stock options. Share India ESOS II was implemented for grant of, not exceeding, 1,00,000 options in aggregate, entitling the employees to get 1 (one) equity share for each option by paying an exercise price, at par value or such higher price as determined by NRC, upon the vesting thereof. Options granted under Share India ESOS II would vest subject to the minimum vesting period of one year between grant of Options and vesting of Options. The maximum vesting period may extend up to five years from the date of grant of Options at the discretion of and in the manner prescribed by the Committee.
During the year 2023-24, the Committee has:
a) allotted 1,25,000 fully paid-up equity shares of face value of ' 10/- upon exercise of 1,25,000 options under Share India ESOS 2022;
b) granted 1,37,060 options to the eligible employees of the Company under Share India ESOS 2022; and
c) granted 75,400 options to the eligible employees of the Company under the Share India ESOS II.
Further, after the closure of financial year 2023-24 till the finalization of this Report, the Committee has:
a) allotted 1,37,060 fully paid-up equity shares of face value of ' 10/- upon exercise of 1,37,060 options Share India ESOS 2022; and
b) granted 1,20,933 options to the eligible employees of the Company under the Share India ESOS 2022.
In compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 a certificate from the Secretarial Auditors confirming implementation of the above Schemes have been obtained.
The statutory disclosures as mandated under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on
the Company's website at https://www.shareindia.com/ wp-content/uploads/data/uploads/Investor_Relations_ Files/IRFile_Name_1691220521.pdf.
Pursuant to the allotments made under the said Employees Stock Option Schemes and owing to conversion of warrants into equity shares as mentioned above, the paid-up share capital of the Company as on March 31,2024 was ' 38,29,29,140, and ' 41,92,07,190 as on date of this Report.
Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Further, it has also not issued any Sweat Equity Shares.
At its meeting held on May 9, 2024, the Board of Directors of your Company approved, sub-division of every 1 (One) equity share of ' 10/- each into 5 (five) equity shares of face value of ' 2/- each. The split/sub-division will help to improve the liquidity of the Company's shares in the stock market and to encourage participation of small investors by making shares of the Company more attractive to invest. The same was subsequently approved by the shareholders at their Meeting held on June 05, 2024.
The Board of Directors had fixed June 27, 2024, as the record date for the split of equity shares in the aforesaid manner.
Pursuant to split/sub-division of the equity shares of the Company, the Authorized Share Capital of the Company stands at ' 50,00,00,000/- (Rupees Fifty Crore Only) divided into 25,00,00,000 equity shares of ' 2.00/-(Rupees Two Only) each.
As on the date of this report, the paid-up share capital of the Company stands at ' 41,92,07,190 (Rupees Forty-One Crore Ninety-Two Lacs Seven Thousand One Hundred Ninety Only) divided into 20,96,03,595 equity shares of ' 2.00/- (Rupees Two Only) each.
5. SHIFTING OF REGISTERED OFFICE
The address of registered office of the Company was 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 April 28, 2023. Further, the Board of Directors of the Company at its Meeting held on July 25, 2024, approved the shifting of Registered Office of the Company within the local limits of the city from “1701-1703, 17th Floor, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhinagar, Gujarat-382355” to “Unit no. 615 and 616, 6th Floor, X-Change Plaza, Dalal Street Commercial Co-operative Society Limited, Road 5E, Block 53, Zone 5, Gift City, Gandhi Nagar, Gujarat-382355” with effect from August 01,2024.
6. DIVIDEND
During the year under review, the Company has paid the following interim dividends:
1st interim dividend: ' 2.00/- per equity share of face value of ' 10/- each;
2nd interim dividend: ' 3.00/- per equity share of face value of ' 10/- each; and
3rd interim dividend: ' 3.00/-per equity share of face value of ' 10/- each.
We are pleased to inform that the Board of Directors at its meeting held on May 09, 2024, recommended a final dividend of ' 1.00/- per equity share of face value of ' 10/- each for financial year 2023-24 to Members of the Company. Consequent upon the split/sub-division of the equity shares of the Company, the final dividend amount would amount to ' 0.20 per equity share of face value of ' 2/- each.
Pursuant to Regulation 43A of the Listing Regulations, the Board of Directors of the Company has formulated and adopted a Dividend Distribution Policy. The said policy is available on the website of the Company https://www.shareindia.com/wp-content/uploads/ 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 was not required to transfer any amount/shares to the 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 (‘Act') read with Companies (Acceptance of Deposits) Rules, 2014 during the financial year ended March 31, 2024. Therefore, the details in terms of Rule 8(5)(v) and 8(5)(vi) of aforementioned rules are not required to be provided.
9. TRANSFER TO RESERVES
There is no amount proposed to be transferred to reserves for financial year 2023-24.
10. ANNUAL RETURN
In accordance with Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return of the Company for the financial year ended March 31, 2024 is available on the Company's website and can be accessed at https:// www.shareindia.com/wp-content/uploads/data/uploads/ Investor_Relations_Files/form-MGT7.pdf.
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11.
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SUBSIDIARIES/JOINT VENTURES/ASSOCIATES
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The Company has following Subsidiaries as on March 31,2024:
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Sl. No. Name of the Company
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Status
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1.
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Share India Capital Services Private Limited
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Wholly-owned Subsidiary
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2.
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Share India Securities (IFSC) Private Limited
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Wholly-owned Subsidiary
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3.
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Share India Fincap Private Limited
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Wholly-owned Subsidiary
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4.
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Total Securities (IFSC) Private Limited
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Wholly-owned Subsidiary
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5.
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Share India AlgoPlus Private Limited (formerly known as Total Commodities (India) Private Limited)
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Wholly-owned Subsidiary
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6.
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Share India Smile Foundation
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Wholly-owned Subsidiary
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7.
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Share India Global Pte Ltd
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Wholly-owned Subsidiary
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8.
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Share India Insurance Brokers Private Limited1
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Subsidiary
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9.
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uTrade Solutions Private Limited
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Subsidiary
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10.
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Algowire Trading Technologies Private Limited
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Subsidiary
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1.
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During the year under review, Share India Insurance Brokers Private Limited has ceased to be Wholly-owned Subsidiary of the Company w.e.f. December 02, 2023,
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2.
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Total Securities Overseas Limited, which was a Wholly-owned Subsidiary of the Company has been liquidated and currently the same is under the process of winding up.
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3.
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Silverleaf Securities Research Private Limited, a subsidiary of the Company has been incorporated with the Registrar of Companies, Gujarat, on July 03, 2024.
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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/ wp-content/uploads/data/uploads/Investor_Relations_Files/ IRFile_Name_1676523490.pdf.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial
statements of our subsidiaries for the financial year ended March 31,2024, in the prescribed format AOC-1, is attached to the Consolidated Financial Statements of the Company (refer note no. 62 of Consolidated Financial Statements).
Highlights of the financial performance of our Subsidiaries & Wholly-owned Subsidiaries as on March 31, 2024 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 2023-24.
13. SCHEME OF AMALGAMATION OF SILVERLEAF CAPITAL SERVICES PRIVATE LIMITED WITH THE COMPANY
The Scheme of proposed Amalgamation of Silverleaf Capital Services Private Limited with the Company and their respective shareholders and creditors, was approved by the Board of Directors of both the said companies, at their respective meetings held on March 18, 2024 and it is subject to the necessary approvals of regulatory and statutory authorities, such as, the National Stock Exchange of India Limited and BSE Limited, the Securities and Exchange Board of India (‘SEBI'), the concerned Registrar of Companies, Regional Director, National Company Law Tribunal and other sectoral regulators or authorities, as may be required by the NCLT or under applicable law.
The Company has filed application with the Stock Exchanges for their No Objection Certificate (NoC) to the aforesaid draft Scheme of Amalgamation, under applicable regulations of the Listing Regulations, read with applicable SEBI Circulars. We are currently awaiting the receipt of the NoC from the Stock Exchanges.
14. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED / RESIGNED DURING THE YEAR
During the year under review:
1. Mr. Ankit Taak and Mr. Rishabh Yadav resigned as Independent Directors of the Company with effect from June 25, 2023 and June 30, 2023 respectively.
2. Ms. Sonal Suraj Prakash Sood and Mr. Ashish Kumar resigned as Independent Directors of the Company with effect from close of business hours on March 31,2024.
3. The Members of the Company at 29th Annual General Meeting held on September 20, 2023 re-appointed Mr. Kamlesh Vadilal Shah (DIN: 00378362) and Mr. Parveen Gupta (DIN: 00013926) as the Directors, who retired by rotation and being eligible, offered themselves for re-appointment.
4. The Members of the Company, based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, appointed Mr. Rajendran C. Veerappan (DIN: 00460061), Dr. Ananta Singh Raghuvanshi (DIN: 02128559) and Mr. Subhash Chander Kalia (DIN:00075644) through remote e-voting by Postal Ballot, as Independent Directors of the Company for a term of 5 consecutive years with effect from March 28, 2024. 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, all the Directors whose appointments as Independent Directors of the Company have been approved by the Shareholders during the financial year 2023-24, are persons of integrity and possess relevant expertise and experience.
Further to the above, after the closure of financial year 2023-24, Mr. Sanjib Singh ceased to be an Independent Director of the Company with effect from close of business hours of April 15, 2024, pursuant to completion of his tenure as an Independent Director of the Company and Mr. Mohammad Rubaid Khan resigned as Independent Director of the Company with effect from close of business hours on April 24, 2024.
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rajesh Gupta, Mrs. Saroj Gupta and Mr. Suresh Kumar Arora, Directors of the Company, are due to retire by rotation at the forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has recommended their 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 is provided in the Notice of the forthcoming AGM.
There were no other changes in the Board and the Key Managerial Personnel of the Company during the year.
15. 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 Act and Regulation 16 of the Listing Regulations.
Further, the Independent Directors have been exempted from/successfully qualified, the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.
16. 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 objective of the Policy is to ensure that:
• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key Managerial Personnel(s) and Senior Management Personnel(s) of the quality required to run the Company successfully;
• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
• Remuneration to Directors, Key Managerial Personnel(s) and Senior Management Personnel(s) 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.
Further, the Board of Directors of the Company at its Meeting held on August 21, 2024, has amended the Nomination and Remuneration Policy thereby broadening the terms of reference of the Nomination and Remuneration Committee, and incorporating the criteria for determining positive attributes of Directors and the provisions relating to the performance evaluation of the Directors, the Board and its Committees, in the said Policy (which were earlier covered under the Performance Evaluation Policy of the Company).
A copy of said policy is placed on the website of the Company at https://www.shareindia.com/wp-content/ uploads/data/uploads/Investor_Relations_Files/IRFile_ Name_1660630639.pdf.
17. MEETING OF THE BOARD AND COMMITTEES
The Company's Board is constituted in compliance with the Act and Listing Regulations. The Board functions either as a full Board or through various Committees constituted to oversee specific areas. The Board has, inter alia, constituted requisite mandatory Committees, viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The constitution of these Committees are in compliance with the provisions of the Act and Listing Regulations.
The Board of Directors of the Company meets at regular intervals to discuss and decide on business policy and strategy apart from other business. The Board of Directors met nine times during financial year 2023-24.
The details of composition, terms of reference and meetings held and attended by the Director and 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.
18. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, your Directors confirm that:
a) i n 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 March 31, 2024 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 Act 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.
19. STATUTORY AUDITOR & AUDITOR’S REPORT
M/s. SVP & Associates, Chartered Accountants (Firm Registration No. 003838N), will complete their present term as Statutory Auditors of the Company on conclusion of the ensuing Annual General Meeting.
The notes on financial statements referred to in the Auditor's 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.
The Board has recommended the appointment of M/s. MSKA & Associates, Chartered Accountants (Firm Registration no. 105047W), as Auditors of the Company, from the conclusion of 30th Annual General Meeting till the conclusion of 35th Annual General Meeting of the Company. M/s. MSKA & Associates, Chartered Accountants, have confirmed their eligibility and qualification required under the Act for holding the office as Auditors of the Company.
20. INTERNAL AUDITORS
For the financial year 2023-24, M/s STRG & Associates have conducted the Internal Audit of the Company.
The Board of Directors at its meeting held on August 21, 2024, has appointed M/s TKG & Associates as the Internal Auditors of the Company for the financial year 2024-25.
21. SECRETARIAL AUDITOR & SECRETARIAL AUDITOR’S REPORT
As per provisions of Section 204 of the Act, the Board of Directors of the Company have appointed M/s. Abhishek Gupta & Associates, Company Secretaries as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed to this Report as Annexure - 2A.
The Secretarial Auditor's Report for the financial year 2023-24, does not contain any qualification, observation or adverse remarks and therefore, in the opinion of the Directors, do not call for any further explanation.
Further, in terms of Regulation 24A of the Listing Regulations, Secretarial Audit Reports in respect of the Material Subsidiaries of the Company, namely Share India AlgoPlus Private Limited (formerly known as Total Commodities (India) Private Limited) and Share India Fincap Private Limited, are annexed to this Report as Annexure - 2B and Annexure - 2C respectively.
22. 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 Act are provided in the notes accompanying the Standalone Financial Statements.
23. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All related party transactions that were entered into during the financial year 2023-24 were on an arm's length basis and were in the ordinary course of business. During the year, the Company did not enter into any contract / arrangement / transaction with related parties which could be considered material in accordance with the related party transactions policy of the Company or which is required to be reported in Form AOC-2 prescribed under Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
For the purpose of determination of related party, related party transactions and review mechanism relating to such
transactions, the Company has formulated the related party transactions policy. The same is published on the website of the Company and can be accessed at https:// www.shareindia.com/wp-content/uploads/data/uploads/ Investor_Relations_Files/IRFile_Name_1665656991.pdf.
Further, your attention is also drawn to the Related Party disclosures as set out in Note no. 53 of the Standalone Financial Statements.
24. MATERIAL CHANGES AND COMMITMENTS,
IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
There have been no material changes and commitments affecting the financial position of the Company since the close of the financial year ended March 31,2024 and the date of this report.
25. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to applicable provisions of the Act the Board, in consultation with its Nomination and Remuneration Committee (“NRC”), 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 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. 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 2023-24 by NRC in consultation with the Board.
The performance evaluation of all the Independent Directors has 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 the term of Independent Directors, whenever their respective terms expire. The Directors expressed their satisfaction with the evaluation process.
26. ADDITIONAL DISCLOSURE AS PERSCHEDULE V READ WITH REGULATION 34 (3) OF THE LISTING REGULATIONS
a) Related Party Disclosure
The Company is in compliance with IND AS-24 on related party disclosure. For further details, please refer to 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 is annexed as Annexure - 3.
c) Corporate Governance Report
The Corporate Governance Report forms an integral part of this Report and is annexed 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 for 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
The Compliance Certificate regarding compliance of conditions of Corporate Governance forms part of the Corporate Governance Report, which is annexed as Annexure - 1.
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f)
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Disclosures with respect to Demat Suspense Account/Unclaimed Suspense Account
As on March 31, 2024, following are the details in respect of equity shares / warrants lying in the suspense account which were issued in demat form:
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Particulars
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Number of shareholders
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Number of Number of Equity Shares Warrant Holders
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Number of Warrants
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Aggregate number of shareholders and the outstanding shares in the suspense account lying as on April 01,2023
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8
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47
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6
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544
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Number of shareholders/warrant holders added during the Year
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0
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0
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0
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0
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Number of shareholders/warrant holders who approached the Company for transfer of shares/ warrants from suspense account during the year
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8
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47
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6
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544
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Number of shareholders/warrant holders to whom shares/warrants were transferred from suspense account during the year
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8
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47
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6
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544
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| |
Aggregate number of shareholders/warrant holders and the outstanding shares/warrants in the suspense account lying as on March 31,2024
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0
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0
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0
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0
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g) Disclosure of certain types of agreements binding listed entities
During the financial year 2023-24, there were no transactions with respect to the agreements as per clause 5A of part A of para A of Schedule III, of the Listing Regulations.
27. 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.
I n 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 Act 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.
28. FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has incurred an expenditure of ' 155.36 Lacs in foreign exchange and has earned ' 33.12 Lacs in foreign exchange during the financial year 2023-24.
29. 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).
30. BUSINESS RISK MANAGEMENT
Your Company follows a Risk Management framework with an endeavor to enhance the control environment by mitigating the risk and reducing their impact on 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.
Further details on the Risk Management activities including the implementation of risk management policy, key risks identified and their mitigation are covered in Management Discussion and Analysis section, which forms part of the Annual Report.
31. COST RECORDS AND COST AUDIT REPORT
I n terms with the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of Cost Auditors is not applicable on your Company.
32. CODE OF CONDUCT FOR PROHIBITION 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 and their relatives, 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 from buying, 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 their respective Immediate Relatives. The Board has also approved the Code for Fair Disclosure in line with SEBI (Prohibition of Insider Trading) Regulations, 2015.
33. CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014.
With its focus on Corporate Social Responsibility (“CSR”) activities, your Company has incorporated
Share India Smile Foundation (“Smile Foundation”) as its Wholly-owned Subsidiary. Your Company has been undertaking CSR activities through Smile Foundation on a significant scale, upholding the belief that corporates have a special and continuing responsibility towards social development.
As a part of its initiative under the CSR drive, the Company has undertaken projects through Smile Foundation, in the areas of promoting education 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/wp-content/uploads/ 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 hereto as Annexure - 4.
34. 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. A copy of Company’s vigil mechanism policy is available on the Company's Website and may be accessed at https:// www.shareindia.com/wp-content/uploads/data/uploads/ Investor_Relations_Files/IRFile_Name_1686225825.pdf.
35. SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors of the Company held a separate meeting on January 20, 2024 without the attendance of Non-Independent Directors and members of the management, for discussing and reviewing the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company and also to assess the quality, quantity and timeliness of flow of information between the Company's management and the Board.
The Independent Directors of the Company also held another separate meeting on March 18, 2024 without the attendance of Non-Independent Directors and members of the management, wherein the Independent Directors discussed, considered and approved the draft scheme of amalgamation of Silverleaf Capital Services Private Limited with the Company along with ancillary matters thereto.
36. 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.
37. 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 further strengthen the Internal Financial Controls. Internal Auditors directly reports to the Audit Committee 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.
38. 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.
I n accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of other employees as required under the aforesaid Rules, forms part of this Report as Annexure - 6. In line with the provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are being sent to all the Members of your Company, excluding the aforesaid statement, which will be open for inspection upon request by the Members. Any Member interested in obtaining the particulars of such employees (Annexure - 6) may write to the Company Secretary at secretarial@shareindia.com.
39. 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 an 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 provided 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.
During the year under review, no sexual harassment complaint has been received by the Company.
40. DIRECTORS AND OFFICERS INSURANCE
In compliance with Regulation 25(10) of the Listing Regulations, the Company has taken Directors and Officers Insurance Policy to provide coverage against the liabilities arising on them.
41. 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.
42. 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 against the Company.
ii. The Company has not entered into any one-time settlement with any Bank or Financial Institution.
43. ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company's Bankers, Stock Exchanges, 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.
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