Joindre Capital Services Ltd Directors Report

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MANAGEMENT DISCUSSION AND ANALYSIS

To

The Members,

The Board of Directors is pleased to present herewith the Twenty-Ninth Boards Report of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2024.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	Year Ended 31st March, 2024	Year Ended 31st March, 2023
Gross Total Income	4151.00	2897.31
Expenditure	3039.56	2380.16
Finance Cost	41.96	43.07
Gross Profit (Loss)	1069.48	474.08
Depreciation	56.23	47.21
Profit/(Loss) Before Tax	1013.25	426.87
Tax Expenses:
Current	262.00	113.25
MAT credit entitlement		-
Deferred	-3.00	4.47
Provision for Earlier Year		-
Profit (Loss) for the Tax	49.13	308.24
Other Comprehensive Income	184.38	59.37
Total Comprehensive Income for the year	233.51	367.61
Balance B/f from Last Year	5750.15	5555.49
Appropriations:
Final Dividend paid	(172.95)	(172.95)
Tax on Equity Dividend	-	-
Balance c/f to the Balance Sheet	5811.01	5750.15

2. OVER VIEW OF FINANCIAL PERFORMANCE

The Company has a Trading-cum-Clearing Membership of BSELtd in their Cash and Derivative segment and National Stock Exchange of India Ltd in their Cash, Derivative, and Currency Derivative segment and providing Capital Market services through the network of branches and authorised persons and remisiers.

The Company is also a Depository Participant of Central Depository Services (I) Ltd and providing the depository services to the Clients.

Total Income for the yearis Rs. 4151.00 lakhs as compared to Rs. 2897.31 lakhs last year. Total profit before tax for the year was Rs.1013.25 lakhs asagainst Rs. 426.87 lakhs last year, the profit after tax was Rs. 49.13 lakhs as against Rs. 308.24 lakhs last year and the total comprehensive Income for the year was Rs. 233.51 asagainst Rs.367.61 last year.

3. PORTFOLIO MANAGER SERVICES

The Company has been offering Portfolio Manager Services (PMS) to its Clients.

4. DIVIDEND

During the year under review, the Board of Director of the Company, at its meeting held on June 17, 2024 have recommendeda dividend of Rs. 2 (20%) per Equity Share of Rs. 10/- each for the financial year 2023-24 subject to the approval of the Members at the ensuing Annual General Meeting ("AGM"). The dividend would be paid to all the shareholders, whose names appear in the Register of Members/Beneficial Holders list on the Book Closure date. This Dividend is subject to approval of the Members at the forthcoming 29th Annual General Meeting. As per the prevailing provisions of the Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the shareholders at the applicable rates.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2024 was Rs. 1383.65 Lakhs. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March 2024, the Directors of the Company hold the Equity Shares of the Company as follows:

Name of the Director	Designation	Number of Shares	% of Total Capital
Mr. Anil Mutha	Chairman	1771000	12.80
Mr. Dinesh Khandelwal	Whole Time Director	771600	5.58
Mr. ParasBathia	Whole Time Director	1266850	9.16
Mr. SubhashAgarwal	Whole Time Director	565450	4.09
Mrs. Jeha Sanjay Shah	Independent Director	Nil	NA
Mr. Ravi Jain*	Independent Director	Nil	NA
Mr. VeepinThokal*	Independent Director	1000	0.01
Ms. Pooja Bajaj	Independent Director	Nil	NA
Mr. Shirish Shetye**	Independent Director	Nil	NA
Mr. Rakesh Sharma**	Independent Director	Nil	NA

*resigned effective close of business hours on 31st March, 2024. **appointed with effect from 01st April, 2024.

6. FINANCE

Cash and cash equivalent as at 31st March, 2024 was Rs. 10838.12 lakhs. The Company continues to focus on judicious management of its Working Capital. Receivables and other Working Capital parameters were kept under strict check through continuous monitoring.

7. LISTING FEES

The Company has paid the requisite Annual Listing Fees to Bombay Stock Exchange Limited (Scrip Code: 531861), where its securities are listed.

8. 8.1 DEPOSITS

Your Company has not accepted any fixed deposits; and as such, no amount of principal or interest was outstanding as of its balance sheet date falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. However, the Company has an outstanding exempt deposit as on 31st March, 2024 which has been filed with the MCA in the Form DPT 3.

In order to augment resources for, inter-alia, short-term working capital and for general corporate purposes, the Company may accept deposits from members upto 25% of its paid up share capital and free reserves. The resolution has accordingly been proposed for the approval of the members pursuant to Section 73 (2) of the Companies Act, 2013. All the Directors of the Company may be deemed to be interested in the resolution to the extent of their shareholdings in the Company. Form DPT-1 for circular in the form of advertisement inviting deposit is being filed with MCA.

8.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

8.3 TRANSFER TO RESERVES

The Board does not propose to transfer any amount to General Reserve or any other Reserves.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company is committed to making a positive impact on society and the environment. CSR objectives are centered around promoting social welfare, sustainable development, and addressing key societal challenges. The Company focuses on community development, education and skill enhancement, healthcare and wellness, and employee welfare. Through initiatives such as providing educational opportunities, collaborating with healthcare institutions, and fostering employee engagement, it aims to create a lasting positive change. By allocating resources effectively and engaging its employees and communities, the Company strives to be a responsible corporate citizen and contribute to the well-being of society.

The amended rules concerning the applicability of Corporate Social Responsibility (CSR) provisions under Section 135(1) of the Companies Act, 2013, emphasize the yearly assessment of the threshold. For the financial year (FY) 2022-23, the company did not meet the specified thresholds (net worth of INR 500 crore or more, turnover of INR 1000 crore or more, or net profit of INR 5 crore or more). As a result, the CSR provisions will not apply to the company for FY 2023-24, and hence no CSR activities or expenditures are planned for this year.

10. BUSINESS RISK MANAGEMENT

The main activities of the Company is retail stock broking through the network of branches and, authorised persons. The Compliance Department ensures that various existing policies regarding registration of clients, risks relating to client level, dealing in penny stocks, exposure limit, brokerage rates, suspending/ closure of clients account etc. are in place in compliance with the Exchange Rules and Regulations so that business risk is minimised and there are no penal action by the Regulatory Authorities. The Company has taken adequate measures to secure interest of the clients. The Trader Terminal provided to the client, offer on line real time data such as ledger balance of stock and funds position etc. Company transfers clients funds and securities to their designated bank and demat account and all receipt and payment from/to clients are through account payee cheque only and no cash payment/ acceptance is permitted. Your Companys risk management system comprises of prudential norms, timely reporting and stringent controls. The various policies of the company, internal control systems ensures operational efficiency and mitigate risk. Technology is an integral part of the Companys business operations and hence to mitigate the risk to technology failure, your company has taken up steps like use of sophisticated firewalls to protect the IT infrastructure from hacking/ data leakage and security breaches, multiple options for internet bandwidth and internet connectivity. The Client level risk in broking operations is managed through system.

Risks Management Committee: Though under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is not mandatory for the Company to constitute Risks Management Committee; however, in the Board meeting there is a formal discussion on identifying risk to the business and how to mitigate the same. The Board periodically reviews the Companys financial and risk management policies, systems and framework and ensures that risk is minimised.

11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Financial Control System, commensurate with the nature of business, size, and scale of its operations. The Company monitors and evaluates the efficacy and adequacy of internalfinancial control system, its compliance with operating systems, accounting procedures and other policies of the Company. Based on the report of Statutory Auditors as well as periodic internal audit function carried out by a firm of Chartered Accountant, corrective action in the respective areasis taken thereby strengthening the financial controls.The significant audit observations and corrective actions thereon are presented to the Audit Committeeand the Board periodically. Also there is a full-fledged Compliance Department toensure statutory compliances.

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism through a Whistle Blower Policy for Employees to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report.

13. SUBSIDIARY COMPANY

The Company has one wholly Owned Subsidiary Company, M/s. Joindre Commodities Ltd (JCL).The salient features of financial statement of the Subsidiary, pursuant to the first proviso to sub-section 3 of section 129 of the Companies Act, 2013, read with rule 5 of the Companies (Accounts) Rule 2014, in the Form AOC-1 is given below:

(Rs in Lakhs)

Sr.No	Particulars	Joindre Commodities Ltd
1	Reporting Period	April 2023 to March 2024
2	Reporting Currency	Rupees
3	Country	India
4	Exchange Rate	NA.
5	Share Capital	75.00
6	Reserves and Surplus	40.16
7	Total Assets	115.41
8	Total Liabilities	115.41
9	Investment other than Investment in subsidiary	Nil
10	Turnover	0.29
11	Profit before taxation	(0.22)
12	Provision for Taxation	0.06
13	Profit after taxation	(0.16)
14	Proposed Dividend	Nil

14. DIRECTORS/KEY MANAGERIAL PERSONS

Mr. Subhash Jagdishprasad Agarwal (DIN: 00022127) and Mr. Dinesh Jankilal Khandelwal (DIN: 00052077), Whole Time Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, auditing, tax advisory services and they hold highest standards of integrity.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section 150 of the Act read with Rule 6 (4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, certain Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of one (1) year from the date of inclusion of their names in the data bank. Those Independent Directors who have to undertake online proficiency self-assessment test will appear for the same.

During the fiscal year 2023-24, the companys board of directors remained unchanged. However, Mr. Veepin S. Thokal and Mr. Ravi S. Jain completed their second terms and ceased to be Non-Executive Independent Directors effective the close of business on March 31, 2024. Consequently, the Nomination and Remuneration Committee recommended the appointment of Mr. Shirish Suryakant Shetye (DIN: 00148086) and Mr. Rakesh Radhakishan Sharma (DIN: 07622167) as Additional Directors (Non-Executive, Independent) for a term of five consecutive years starting April 1, 2024, subject to member approval. These appointments were subsequently ratified in a postal ballot, with results announced on June 11, 2024.

14.1 PERFORMANCE EVALUATION OFBOARD ANDITS COMMITTESS

In compliance with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has conducted an annual performance evaluation. This evaluation encompassed an assessment of the Boards overall performance, individual directors, and the functioning of the Audit Committee and the Nomination and Remuneration Committee. The methodology employed for conducting the evaluation has been elaborated upon in detail in the Corporate Governance Report.

14.2 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

14.3 MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

Throughout the year, a total of five Board Meetings and four Audit Committee Meetings were convened and successfully conducted. The details of Board Meetings and various Committee Meetings are given in the Corporate Governance Report. It is noteworthy that the intervals between the Meetings complied with the stipulated timeframe prescribed under the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, thereby ensuring compliance with relevant regulations and facilitating efficient decision-making processes.

14.4 FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company keeps its Directors informed of the activities of the Company, its management and provides overall capital market perspective and the issues faced by the market. The details of familiarization programmeis explained in the Corporate Governance Report and are also available on the Companys website under the head Investor Relations.

14.5 DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed both under Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14.6 KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of your Company pursuant to Section 2(51) and Section 203 of the Act, read with Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014 framed thereunder:

1. Mr. Anil Mutha - Chairman/Whole-time Director

2. Mr. Dinesh Khandelwal - Whole-time Director

3. Mr. Paras Bathia - Whole-time Director

4. Mr. Subhash Agarwal - Whole-time Director

5. Mr. Pramod Surana - Chief Financial Officer

6. Mrs. Sweta Jain - Company Secretary

None of the Directors have attained the age of 75 years.

15. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent 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 profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. RELATED PARTY TRANSACTIONS

All related party transactions that were entered with your Company, during the financial year were on arms length basis and were in the ordinary course of the business. In terms of the Act, there were no materially significant related party transactions entered into by your Company with its Promoters, Directors, Key Managerial Personnel and its wholly owned subsidiary companies, or other designated persons, which may have a potential conflict with the interest of your Company at large, except as stated in the Financial Statements. Hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are at arms length and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions was revised during the year in view of amendments in applicable rules. The policy on Related Party Transactions as amended and approved by the Board of Directors, is accessible on your Companys website at www.joindre.com.

17. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

In terms of Section 134(3) (l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

18. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

Dividends which remain unclaimed/unpaid for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). Accordingly during the year under review, Unclaimed/Unpaid Dividend declared by the Company during the financial year 2016-17 is required to be transferred to IEPF, in compliance with Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016,.

19. TRANSFER OF EQUITY SHARES IN RESPECT OF UNPAID/UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 124(6) of the CompaniesAct read with Investor Education & Protection Fund Authority (Accounting,Audit,Transfer and Refund) Rules, 2016 and the Notifications issued by the Ministry of CorporateAffairs from time to time, the Company is required to transfer the shares in respect of which dividends have remained unpaid/unclaimed for a period of seven (7) consecutive years or more to the IEPF. Accordingly during the year under review, shares in respect of Unclaimed/Unpaid Dividend declared by the Company during the financial year 2016-17 are required to be transferred to IEPF.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

21. AUDITORS

21.1 STATUTORY AUDITORS

The members of the Company at the 24th Annual General Meeting had appointed M/s S. Rakhecha& Company, Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years till the conclusion of 29th Annual General Meeting to be held in the year 2024. However, on 7th May, 2024, M/s S. Rakhecha & Company tendered their resignation as the statutory auditors of the Company due to the lapse of their Peer Review Certificate and cited no other reason for their resignation.

Subsequently on recommendation of Audit Committee, the Board approved the appointment of M/s. Banshi Jain & Associates, Chartered Accountants (FRN: 100990W) as on 10th May, 2024 to fill the casual vacancy caused by the resignation of the previous auditors. A postal ballot was conducted to obtain members approval for their appointmentwith effect from June 11, 2024 (result of Postal Ballot) and to hold office till this annual general meeting of the Company. The Board of Directors of the Company on recommendation of the Audit Committee at its meeting held on June 17, 2024, has approved the proposal to reappoint M/s. Banshi Jain & Associates as the Statutory Auditors of the Company for five consecutive years, subject to the approval of shareholders in this Annual General Meeting of the Company. M/s. Banshi Jain & Associates have consented to the said reappointment and confirmed that their reappointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be re-appointed as statutory auditors in terms of the provisions of Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014The Auditors, have under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder, furnished a certificate of their eligibility and have confirmed their willingness and eligibility to act as statutory auditor of the Company for financial year 2023-24.

The statutory auditors have also furnished a declaration confirming their independence as well as their arms length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The Audit Committee reviews the independence of the statutory auditors and the effectiveness of the audit process.

The notes on the financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservations or adverse remark.

21.2 SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s P. C. Shah & Co. (Formerly M/s. P. P. Shah & Co.),Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in the prescribed Form MR 3 is annexed to this report as "Annexure I". The Secretarial Audit Report does not contain any qualification or adverse remarks.

22. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

23. COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

24. CORPORATE GOVERNANCE

The Board of Directors affirms their continued commitment to good corporate governance practices. During the year under review, the Company complied with the provisions relating to corporate governance as provided under the Listing Regulations. The compliance report together with a certificate from the Companys Secretarial Auditors, M/s P. C. Shah & Co. (Formerly M/s. P. P. Shah & Co.), Practicing Company Secretaries confirming the compliance is provided in the Report on Corporate Governance, which forms part of the Annual Report.

25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has been taking all the possible measures to conserve the energy and use and adopt best technology available in the market.

I) Energy Conservation:

In order to conserve the energy the Company has taken the following steps:

a) Replacement of old computers and office equipments with power savings devices as and when required.

b) Switching of lights when not required. c) Minimizing usage of Air conditioners II) Technology absorption:

The Company has full-fledged IT Department which keeps abreast of technological advancement and try and adopt the same for day to day operations. The Company offers user friendly trading terminals and trading platforms to its clients. The Company has in place Wide Area Networking, high breed lease lines, Risk Management software etc.

III) There is no Foreign Exchange earnings and outgo during the year

26. ANNUAL RETURN

A copy of Annual Return as provided under Section 92(3) of the Companies Act, 2013, in the prescribed format which will be filed with MCA is available on the Companys website at https://www.joindre.com/

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure " B"

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are not applicable to the Company as no Employee of the Company is in receipt of remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m.

28. CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Annual Financial Statements of your Company for the financial year 2023-24 are prepared in compliance with the applicable provisions of the Companies Act, 2013, including Indian Accounting Standards specified under Section 133 of the Companies Act, 2013. The Audited Consolidated Annual Financial Statements together with the Auditors Report thereon forms part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of the subsidiary company in the prescribed Form AOC - 1 are provided at Point 13 of the Boards Report which forms part of the Annual Report. The Financial Statements are also available on the website of the company at www.joindre.com under investors relations section.

29. WHOLE-TIME DIRECTOR & CFO CERTIFICATION

The Certificate from Mr. Anil Mutha, Mr. Dinesh Khandelwal, Mr. Paras Bathia, Mr. Subhash Agarwal, Whole-Time Director and Mr. Pramod Surana, CFO pursuant to provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the year under review was placed before the Board of Directors of your Company at its meeting held on June 17, 2024. The certificate is attached and forms part of this Report.

30. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Punit Shah of M/s. P. C. Shah & Co.(Formerly M/s. P. P. Shah & Co.), Practicing Company Secretaries, have issued a certificate as required under the SEBI (LODR) Regulations, 2015, confirming that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI/Ministry of Corporate Affairs or any such statutory Authority. The certificate is attached and forms part of this Report.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT

Mr. Punit Shah of M/s. P. C. Shah & Co. (Formerly M/s. P. P. Shah & Co.), Practicing Company Secretaries, has issued Annual Secretarial Compliance Report for the financial year ended 31st March, 2024 pursuant to Regulation 24A of the SEBI (LODR) Regulations, 2015 which covers a broad check on compliance with the applicable SEBI Regulations and circulars/guidelines issued thereunder on an annual basis. The Report has been filed with BSE Limited. The said report does not contain any qualification or adverse remarks, except as mentioned in the form MR-3 which is annexed to this report as "Annexure I" and observations made in the previous year report.

The Board has taken note of the remarks of the Secretarial Auditor and commented as below:

Sr. No.	Particulars	Comments
1.	During the financial year 2023 - 24, the statutory auditor has resigned without issuing the audit report for the quarter and financial year ended 31st March, 2024 on account of lapse in peer review. Pursuant to Paragraph 6.1 of section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities, if the auditor has signed the limited review/ audit report for the first three quarters of a financial year, then the auditor shall, before such resignation, issue the limited review/ audit report for the last quarter of such financial year as well as the audit report for such financial year.	The resignation of statutory auditor is on account of lapse in peer review which is not the fault of the listed entity. There are no concerns by the auditor with the management of the listed entity such as non-availability of information / non-cooperation by the management which may hamper the audit process. In this regard, the listed entity is compliant with Para 6.2 of section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities.
	In view of above M/s. S. Rakhecha & Co., Chartered Accountants and statutory auditor of the Company had issued limited review report for the first three quarters of the financial year 2023 - 24. Thereafter, the statutory auditor resigned w.e.f. 7th May, 2024 on account of lapse in peer review. They resigned without issuing the audit report for quarter and financial year ended 31st March, 2024 on account of lapse of peer review. Hence, there is non-compliance of para 6.1 of section V-D of chapter V of the Master Circular on compliance with the provisions of the LODR Regulations by listed entities.	The listed entity had swiftly appointed M/s. Banshi Jain & Associates, Chartered Accountants as statutory auditors to fill in the casual vacancy caused on account of resignation of M/s. S. Rakhecha & Co., Chartered Accountants.
		The listed entity had also issued the Notice of Postal Ballot seeking approval of the members for appointment of M/s. Banshi Jain & Associates., Chartered Accountants as its statutory auditors.
		The listed entity has intimated to BSE Limited that on account of change in auditors there will be delay in submission of financial results for the quarter and financial year ended 31st March, 2024 with BSE Limited.

 

Sr. No. Observations of the Practicing Company Secretary in the previous- reports	Observations made in the secretarial compliance report for the year ended 31st March, 2023	Actions taken by the listed entity, if any	Comments of the Practicing Company Secretary on the actions taken by the listed entity
1. The listed entity has paid the fine imposed by BSE Limited.	The 27th AGM of the listed entity was scheduled to be held on 10th September, 2022. The annual report together with the notice of AGM was posted to the shareholders by email on 16th August, 2022. The same was filed with BSE Limited on 18th August, 2022. There was a delay of 2 days in filing the annual report with BSE Limited. Fine of Rs. 4,000 + 18% GST imposed by BSE Limited.	The listed entity has paid the fine to BSE Limited on 7th November, 2022.	Nil; The matter is closed
2. The composition of Board was not in accordance with Regulation 17 (1) of SEBI (LODR) Regulations, 2015 w.e.f. 15th August, 2022 till 21st October, 2022 (67 days). The Board comprised of 5 Executive Directors (Promoters) and 4 Independent Directors. The Board was short of 1 Independent Director. The listed entity has paid the fine imposed by BSE Limited.	Ms. Sonali Chaudhary, resigned as an Independent Director of the Company w.e.f. 16th May, 2022. The Company was required to appoint a new Independent Director in place of Ms. Sonali Chaudhary within 3 months w.e.f. 16th May, 2022 i.e. 15th August, 2022. The Company has appointed Ms. Pooja Bajaj as an Independent Director w.e.f. 22nd October, 2022. There was a delay of 67 days. (46 days in September quarter and 21 days in December quarter). Fine of Rs. 2,30,000 + 18% GST for the quarter ended 30th September, 2022 was imposed by BSE Limited.	The listed entity has paid the fine to BSE Limited on 2nd December, 2022	Nil; The matter is closed
3. Same as above	Same as above Fine imposed for the delay in appointment of Director for the quarter ended 31st December, 2022 by 21 days Fine of Rs. 1,05,000 + 18% GST for the quarter ended 31st December, 2022.	The listed entity has paid the fine to BSE Limited on 4th March, 2023.	Nil; The matter is closed
4. The Company has paid the fine to BSE Limited.	The statement on half yearly related party transactions as on 31st March, 2022 was filed with BSE on 4th July, 2022. The audited annual financial results for the financial year ended 31st March, 2022 was approved by the Board on 30th May, 2022. Accordingly, the said half yearly statement on related party transactions should have been filed within 15 days from 30th May, 2022 i.e. 14th June, 2022. However, the same was filed on 4th July, 2022 i.e. on a delay of 20 days. BSE has imposed a fine of Rs. 1,00,000 + 18% GST, on the listed entity.	The Company has paid the fine to BSE Limited on 29th July, 2022.	Nil; The matter is closed
5. Noncompliance with the requirements pertaining to the composition of the Board including failure to appoint woman director.	Fine of Rs. 5,42,800 (Including 18% GST) for the quarter ended 30th September, 2019.	Refer Note 1 below	The Company had requested BSE Limited to waive the fine. The same is pending with BSE Limited.
6. Noncompliance with the constitution of Nomination and Remuneration Committee	Fine of Rs. 2,17,120 (Including 18% GST) quarter ended 30th September, 2019.	Refer Note 2 below	BSE Limited has rejected the request for waiver and imposed the fine of Rs. 2,17,120 (Including 18% GST) for the quarter ended 30 th September, 2019. Refer Note 2 below.

Managements response:

In respect of the Corporate Governance Report for the quarter ended 30-09-2019 filed with BSE Ltd, the Company had received a notice from BSE Ltd stating non-compliance pertaining to certain provision of the SEBI (LODR) Regulations, 2015for which the Company has made the following submission:

Note 1: The Company has replied to the BSE that at any point of time, the Board of the Company consisted of 5 Whole Time Directors and 5 Non-Executive Directors (including one Woman Director), totaling 10 Directors which is optimum combination of Executive and Non-Executive Directors in terms of Regulation 17 (1) of SEBI (LODR) Regulations, 2015.Accordingly, the Company had requested BSE Limited to waive the fine. The same is pending with BSE Limited.

Note 2: The Company has replied to the BSE that as per the requirement of regulation 19 (1) (a), the Nomination and Remuneration Committee shall comprise of at least three Directors. As per Regulation 19 (1) (c), at least fifty percent of the Directors shall be independent directors. Further, as per Regulation 19 (2), the Chairman of the Committee is Non Executive Independent Director.

In the instant case, out of the total four members, three members were Non-Executive Independent Directors and one member was anExecutive Director. Further, the Chairman of the Committee was Non-Executive Independent Director. The Regulation do not prohibit the appointment Executive Directors as its member (in view of Regulation 19 (2), which provides that chairperson of the listed entity whether executive or non-executive may be appointed as a member of the Committee and shall not chair the Committee). In our case, one member who wasan Executive Director, had never chaired any Nomination and Remuneration Committee.

Accordingly, the Company had requested BSE Limited to waive the fine. In this regard, BSE vide their email dated 28-09-2020 has informed that the Companys representation for waiver of fine was placed before the "Committee for Reviewing Representations for Waiver of Fines levied under Standard Operating Procedure (SOP)". After considering the facts of the case, the written submissions made by the Company, the Committee decided that the request for waiver of fines could not be acceded to as the reason cited by the Company does not amount to impossibility of performance by the Company and accordingly does not fall under the carve out jointly formulated by BSE and NSE and noted by SEBI.

The Company feels that the facts relating to the issues involved have not been properly represented by the Exchange Officials before the Committee, which has resulted in declining the waiver request of the Company. Under the circumstances, the Company has requested the Exchange Officials vide email dated 12-10-2020 for granting an opportunity of personal hearing before the Committee. However, the matter could not progress further due to lockdown on account of Covid-19 and the same is pending with BSE.

32. CAUTIONARY STATEMENT

Statements in the Board of Directors Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global economy, government regulations, tax laws, economic developments within the Country and market sentiment.

33. FEES PAID TO STATUTORY AUDITORS

During the year ended 31st March, 2024, your Company and its subsidiaries have paid a consolidated sum of Rs. 7,75,000/-to the Statutory Auditor and all its entities.

34. INSOLVENCY AND BANKRUPTCY CODE

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

35. ONE TIME SETTLEMENT WITH BANKS

The Company has not made one-time settlement with the banks or financial institutions.

36. INDUSTRY STRUCTURE AND DEVELOPMENTS

The main activity of the Company is retail broking through network of branches and authorized persons. The internet based trading facilities offered by the company is popular and widely used by the clients and viewers. The Company offers ResearchReport andfinancial updates toIndividual Clients.The Company is also rendering Depository Services to its clients.

37. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

The Company has been rendering Capital Market Services and hence there is no separate segment reporting.

38. HUMAN RESOURCES

Your company has been able to employ and retain qualified professionals by offering the challenging work environment and compensation. The Company provides in house training to its employees. There were 79 employees as at 31st March, 2024.

39. FORWARD LOOKING STATEMENT

The Statements made in this report describe the

Companys objectives and projections that may be forward looking statements which are based on certain assumptions and expectations of future events. The Companys actual results, may differ materially from those projected in any such forward looking statements depending on economic conditions, government policies and decisions which are beyond the control of the Company.

40. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As requiredunder the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formed a Committee and also adopted policy on prevention and redressal of grievance relating to sexual harassment of women at work place. There were nil complaints pending/received on sexual harassment during the year under review.

41. GREEN INITIATIVES

Electronic copies of the Annual Report 2023-24 and Notice of the 29th Annual General Meeting are sent to all members whose email addresses are registered with your Company/Depository Participant(s).

In the past, for members who have not registered their email addresses, physical copies of the Annual Report were being sent under Section 101 of the Companies Act, 2013 in the permitted mode. However, pursuant to Circular SEBI/HO/DDHS/P/CIR/2023/ 0164 issued by the Securities and Exchange Board of India ("SEBI") (collectively referred to as "SEBI Circulars"),MCA vide Circular dated October 06, 2023 has, inter-alia, now extended the relaxations from dispatching of physical copies of financial statements due in the year 2024 (i.e. till September 30, 2024). Accordingly, Members who have not registered their email address with the Company or the Depository Participant(s) are requested to download the copy of the Annual Report from the website of the Company i.e. www.joindre.comor from the website of BSE limited i.e. www.bseindia.com.

Your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015.

42. ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, Stock Exchange Authorities and Employees for the cooperation and contributions made by them at all levels.

By Order of the Board

Anil Mutha	Subhash Agarwal
(Chairman)	(Whole Time Director)
Place : Mumbai
Date : June 17, 2024
Registered Office:
9/15 Bansilal Building, Office No. 29-32,
3rd Floor, Homi Modi Street,
Fort, Mumbai - 400023