|
Dear Members,
Your Directors are pleased to present the Forty Third (43rd) Annual Report
together with the Audited Financial Statements of your Company for the year ended March
31, 2025.
FINANCIAL REVIEW
Your Company has prepared the Financial Statements for the financial year ended March
31, 2025 in accordance with the Indian Accounting Standards (Ind AS) notified under the
Companies (Indian Accounting Standards) Rules, 2015 (the Rules).
All the Ind AS issued and notified by the Ministry of Corporate Affairs under the
Companies (Indian Accounting Standards) Rules, 2015 (as amended) till the financial
statements are approved for issue by the Board of Directors has been considered in
preparing these financial statements. The financial statements have been prepared on a
historical cost basis, except for certain financial assets and liabilities which have been
measured at fair value as described in accounting policies regarding financial
instruments.
During the financial year ended March 31, 2025, your Company has recorded a turnover of
Rs. 122.21 Lakh, achieved a Profit before Tax (PBIT) of Rs. 12.36 Lakh and suffered a Loss
of Rs. 0.36 Lakh as compared to the PAT of Rs. 70.53 Lakh recorded during the previous
financial year 2023-2024, thus, recording an EPS of Rs. (0.01) per share.
TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to the
Reserves for the year under review, except statutory transfer to RBI Reserve Fund in
accordance with the Regulatory Requirements.
DIVIDEND
The Board of Directors of your Company, after considering holistically the relevant
circumstances, has decided that it would be prudent, not to recommend any Dividend for the
year under review.
Your Company do not have any amount / shares which is transferred or pending to be
transferred to Investor Education & Protection Fund (IEPF).
DEPOSITS
Your company has not accepted any public deposit during the financial year under review
and the Board has also passed the necessary resolution for non-acceptance of any public
deposits during the financial year 2025-26.
MAJOR EVENTS DURING THE YEAR
A. State of Company's Affairs
Your Company is mainly into investing in and acquiring and holding shares, stocks,
debentures, bonds, mutual funds and/or other securities issued or guaranteed by any
company constituted or carrying on business in India and/or by any Government, state,
public body or authority. It is also into funding for short term requirements of group
entities. The major revenue of the Company has been generated by way of carrying out the
activity of investment in shares, securities and mutual funds, and interest earnings on
loans, i.e., NBFC activities.
B. Change in the Nature of Business
There has been no change in the nature of business activity being carried on by your
Company during the financial year.
C. Material changes and commitment, if any, affecting the financial position of the
company occurred between the end of the financial year to which this financial statements
relate and the date of the report
There were no material changes and commitments affecting the financial position of your
company pursuant to Section 134(3)(l) of the Companies Act, 2013, has occurred between the
end of the financial year to which the financial statements relate and the date of this
Report.
D. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT
Pursuant to Section 186(11) of the Companies Act, 2013 (the Act), the provisions of
Section 186 of the Act, except sub-section (1), do not apply to a loan made, guarantee
given, security provided or investment made by your company in the ordinary course of
business.
SHARE CAPITAL
During the year under review, there has been no change in the capital structure of your
Company. The Authorized Share Capital of the Company as on March 31, 2025 stands at Rs.
5,50,00,000 divided into 55,00,000 equity shares of Rs. 10/- each. The Issued,
Subscribed and Paid-up Share Capital of the Company is Rs. 5,22,92,090 divided into
52,29,209 equity shares of Rs. 10/- each.
BOARD COMPOSITION
The current policy is to have an appropriate mix of executive, non-executive and
independent directors to maintain the independence of Board and separate its functions of
governance and management.
During the year, Mr. Rajesh Lihala (DIN 00282891) and Ms. Saileena Sarkar (DIN
06963882), Independent Directors retired from the Board with effect from close of business
hours of 30th September, 2024, upon completion of second consecutive five-year
term. The Board places on record its deep appreciation for invaluable services rendered
and contributions made by the Directors during their term and for their guidance and
support to the Company.
In the 42nd Annual General Meeting held on 30-9-2024, Mr. Akshaya Kumar
Panda (DIN 07135939) and Ms. Annapurna Gupta (DIN 10770474) were appointed as Independent
Directors to the Board.
Directors and Key Managerial Personnel (KMP)
As on March 31, 2025, the Board of Directors of your Company is duly constituted and
comprises of two Independent Directors, one Non-Executive Director and one Whole-Time
Director. The Board has an appropriate mix of knowledge, wisdom and varied industry
experience to guide the Company in achieving its objectives in a sustainable manner.
The present composition of the Board and KMP is tabulated here-in-after :
Sl.
No. |
Name of the Director# |
Category |
DIN / PAN |
| 1 |
Mr. Aditya Sadani |
Whole Time Director |
09023418 |
| 2 |
Mr. Apurva Salarpuria |
Non-Executive Director |
00058357 |
| 3 |
Mr. Akshaya Kumar Panda |
Independent Director |
07135939 |
| 4 |
Ms. Annapurna Gupta |
Independent Director |
10770474 |
| 5 |
Mr. Gaurav Bansal |
C.F.O. |
BDNPB1215K |
| 6 |
Ms. Swati Modi |
CS and Compliance Officer |
AZTPM3040J |
In accordance with the provisions of Section 152 (6) & (7) of the Companies Act,
2013, the executive and non-executive directors of the Company, apart from Independent
Directors, are subject to retirement by rotation. Accordingly, Mr. Apurva Salarpuria, who
was appointed on March 3, 2008, is liable to retire by rotation, and being eligible, seeks
re-appointment. The Board recommends his re-appointment.
Independent Director
Mr. Rajesh Lihala and Ms. Saileena Sarkar were Independent Directors of the Company in
accordance with the provisions of Section 149 of the Companies Act, 2013. As per their
original Appointment as Independent Director since 30-09-2014, their office was vacated
w.e.f. 30-09-2024.
As per the recommendation of the Nomination and Remuneration Committee of the Board of
the Company, Mr. Akshaya Kumar Panda (DIN 07135939) and Ms. Annapurna Gupta (DIN 10770474)
were proposed to be appointed as Independent Directors, and the Members approved their
appointments in the 42nd AGM.
All Independent Directors have submitted declarations confirming that they meet the
criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013.
Independent Directors have also confirmed compliance with the Company's Code of Conduct
and the Code of Independent Directors prescribed in Schedule IV to the Companies Act, 2013
during the FY 2024-2025. Based on the disclosures received from all the independent
directors and in the opinion of the Board, the independent directors fulfil the conditions
specified in the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and are independent of
the management. PERFORMANCE. ITS DIRECTORS AND THAT OF ITS COMMITTEES
The Companies Act, 2013 stipulates the performance evaluation of the Directors
including Chairman, individual Directors and its committees. Considering the said
provisions, the Company has devised the process and the criteria for the performance
evaluation which has been recommended by the Nomination Committee and approved by the
Board.
The Criteria for performance evaluation are as under:
Attendance at meeting; Participation and Contribution; Responsibility towards
stakeholders; Contribution in Strategic Planning; Compliance and Governance;
Participation, Updating of Knowledge; Leadership; Relationships and Communications;
Resources; Conduct of Meetings.
Performance Evaluation of Board:-
Composition and Diversity of Board; Committees of the Board; Board & Committee
Meetings; Understanding of the Business of the Company and Regulatory environment;
Contribution to effective corporate governance and transparency in Company's Operation;
deliberation / decisions on the Company's Strategies; Monitoring and implementation of the
strategies and the executive management performance and quality of decision making and
Board's Communication with all stakeholders.
Performance Evaluation of the Board Level Committees:-
The performance and effectiveness of the Committee; Frequency and duration; Spread of
talent and diversity in the Committee; Understanding of regulatory environment and
development; interaction with the Board.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
In the opinion of the Board, the Independent Directors possess the attributes of
integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of
the Companies (Accounts) Rules, 2014 (as amended).
All the Independent Directors of the Company have registered themselves with the Indian
Institute of Corporate Affairs (IICA) as was notified and required under Section 150(1) of
the Act.
DIRECTORS' RESPOSIBILITY STATEMENT
The financial statements are prepared in accordance with the Indian Accounting
Standards (Ind AS) under the historical cost convention on accrual basis except for
certain financial instruments, which are measured at fair values, the provisions of the
Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are
prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies
(Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards)
Amendment Rules, 2016. Accounting policies have been consistently applied.
In terms of the provisions of section 134 (5) of the Companies Act, 2013, your
Directors hereby confirm that:
a. In the preparation of the Annual Accounts for the financial year ended 31st March,
2025, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
b. The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit
/loss of the Company for that period;
c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;
d. The Directors had prepared the Annual Accounts on a going concern basis;
e. The Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively; andThe
Directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.
ANNUAL RETURN
In accordance with the provisions of Section 92(3) & Section 134(3)(a) of the
Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration)
Rules, 2014, as amended from time to time, copy of the draft Annual Return as on
31-03-2025 can be accessed from the following link: http://www.easuncapitalmarkets.com
SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any Subsidiary, Joint Venture or Associate Company.
Your company does not have any "Material Subsidiary Company" whose income or
net worth exceeds 10% of the consolidated income or net worth respectively of the Company
and its subsidiaries in the immediately preceding accounting year.
DISCLOSURE ON REMUNERATION OF DIRECTORS AND EMPLOYEES a. Information pursuant to
Section 197(12) of the Companies Act. 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules. 2014
Ratio of the remuneration of each Director/ KMP to the median remuneration of all
employees of the Company for the financial year:
The Company does not pay any remuneration to any other Director except Whole Time
Director as specified above. Further, no stock option has been issued by the Company to
any of its Directors.
Independent Director are paid Sitting Fees for attending Board and Committee Meetings.
* Please refer to the KMP Section
b. Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules. 2014
Pursuant to 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, no
employee of the Company draws remuneration in excess of the limits as set out in the said
rules.
PARTICULARS OF LOANS GIVEN. GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT. 2013
The disclosure requirements as specified under Section 186 of the Companies Act, 2013
is not applicable as the Company is engaged in the business of NBFC activities, viz:
investment in shares, mutual funds and other securities during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION
188(1) OF THE COMPANIES ACT, 2013
Pursuant to the requirement under Section 134(3)(h) of the Companies Act, 2013, the
particulars of contracts or arrangements with related parties under section 188(1) of the
Companies Act, 2013 is attached and furnished in Form AOC-2 as annexed to this
report as Annexure -1. Please refer to Note No. 30 to the accompanied Audited
Financial Statements for further clarification.
In accordance with the provisions of Regulation 15(2) of SEBI (LODR) Regulations, 2015,
compliance with the corporate governance provisions as specified in Regulations 17, 17A,
18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of
subregulation (2) of regulation 46 and para C, D and E of Schedule V does not apply to the
Company. However, the Company has prepared policy on materiality of related party
transactions and on dealing with related party transactions which can accessed from the
website of the Company at www.easuncapitalmarkets.com
NUMBER OF BOARD MEETINGS
The Board of Directors meets at least once in every quarter and also as and when
required. During the financial year ended March 31, 2025, the Board met Seven (7) times,
i.e., on April 22, 2024; May 29, 2024; August 14, 2024; September 6, 2024; October 5,
2024; November 14, 2024 and February 14, 2025 respectively. The maximum interval between
any two meetings was well within the maximum allowed gap allowed by Companies Act 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
None of the Directors of the Company is member of more than 10 Board level committees
or Chairman of more than 5 committees across companies in which he/she is a director.
Name of the Director# |
Category |
Sharehol ding as on March 31, 2025 |
Attendance of meetings during 20242025 |
No. of Directorships and Committee Memberships/
Chairmanships as on 31-03-2025 |
| Board Meeting |
Last AGM |
Other Director
ships* |
Committee Member
ship |
Committee Chairman
ship |
Mr. Aditya Sadani |
Whole Time Director |
0 |
7 |
Yes |
19 |
2 |
0 |
Mr. Apurva Salarpuria |
Non Executive
Director |
21,08,760 |
7 |
Yes |
18 |
4 |
0 |
Mr. Rajesh Lihala
Till 30.09.2024 |
Independent Director |
0 |
4 |
Yes |
7 |
0 |
0 |
Ms. Saileena Sarkar
Till 30.09.2024 |
Woman Independent
Director |
0 |
4 |
Yes |
20 |
0 |
0 |
Mr. Akshaya Kumar Panda
w.e.f 30.09.2024 |
Independent Director |
0 |
2 |
$ |
19 |
3 |
2 |
Ms. Annapurna Gupta
w.e.f 30.09.2024 |
W oman Independent
Director |
0 |
2 |
$ |
1 |
3 |
1 |
COMMITTEES OF THE BOARD
As on March 31, 2025, the Board has 4 (four) committees, namely, the Audit Committee,
the Nomination & Remuneration Committee, the Stakeholders Relationship Committee and
the Risk Management Committee.
AUDIT COMMITTEE Composition
The Board of Directors of the Company has duly constituted an Audit Committee of the
Board in terms of the requirements of Section 177 of the Companies Act, 2013 and Rules
framed thereunder read with Regulation 18 of SEBI (LODR) Regulations, 2015. As on March
31, 2025, the Audit Committee is composed of the following:
NAME OF THE MEMBER |
CATEGORY |
STATUS |
|
| Mr. Rajesh Lihala |
Independent |
Chairman |
* upto 30-9-24 |
| Ms. Saileena Sarkar |
Independent |
Member |
* upto 30-9-24 |
| Mr. Apurva Salarpuria |
Non - Executive |
Member |
|
| Mr. Akshaya Kumar Panda |
Independent |
Chairman |
** w.e.f. 30-09-2024 |
| Ms. Annapurna Gupta |
Independent |
Member |
** w.e.f. 30-09-2024 |
All the members of the Audit Committee have accounting and financial expertise. The
Company Secretary, acts as the Secretary to the Audit Committee.
Meetings and Attendance
The Audit Committee of the Company meets every quarter, inter alia, to review the
financial results for the previous quarter before the same are approved at Board Meetings,
pursuant to Regulation 33 of the SEBI (LODR) Regulations, 2015. During the year under
review, the Audit Committee met Four (4) times on: May 29, 2024, August 14, 2024,
November 14, 2024 and February 14, 2025. The attendance details of members of committee
are as under:
NAME OF THE MEMBER |
NO. OF MEETINGS |
|
|
HELD |
ATTENDED |
| Ms. Saileena Sarkar |
4 |
2 * upto 30-9-24 |
| Mr. Rajesh Lihala |
4 |
2 * upto 30-9-24 |
| Mr. Apurva Salarpuria |
4 |
4 |
| Mr. Akshaya Kumar Panda |
4 |
2 ** w.e.f. 30-9-24 |
| Ms. Annapurna Gupta |
4 |
2 ** w.e.f. 30-9-24 |
Powers of the Audit Committee
The powers of the Audit Committee include the following:
1. To investigate any activity within its terms of reference
2. To seek information from any employee
3. To obtain outside legal or other professional advice
4. To secure attendance of outsiders with relevant expertise, if it considers necessary
Functions of Audit Committee
The Audit Committee reviews the Reports of the Statutory Auditors periodically and
discusses their findings. The role of the Audit committee includes the following: 1 2
3
6. Reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;
7. Scrutiny of inter-corporate loans and investments;
8. Evaluation of internal financial controls and risk management systems;
9. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post - audit discussion to ascertain any area of concern;
10. Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee;
11. Discussion with internal auditors any significant findings and follow up;
12. Reviewing, the findings of any internal investigations by the internal auditors;
13. The Audit Committee shall mandatorily review the following:
i. Management discussion and analysis of financial condition and result of operation;
ii. Statement of significant related party transactions (as defined by the Audit
Committee), submitted by the management;
iii. Management letters/letters of internal control weakness issued by the statutory
auditors;
iv. Internal audit reports relating to internal control weaknesses;
NOMINATION AND REMUNERATION COMMITTEE Composition
The Board of Directors of the Company has duly constituted a Nomination and
Remuneration Committee in terms of the requirements of Section 178 of the Companies Act,
2013 and Rules framed thereunder read with Regulation 19 of SEBI (LODR) Regulations, 2015.
As on March 31, 2025, the Nomination & Remuneration Committee is composed of the
following:
NAME OF THE MEMBER |
CATEGORY |
STATUS |
|
| Mr. Rajesh Lihala |
Independent |
Chairman |
* upto 30-9-24 |
| Ms. Saileena Sarkar |
Independent |
Member |
* upto 30-9-24 |
| Mr. Apurva Salarpuria |
Non-Executive |
Member |
|
| Mr. Akshaya Kumar Panda |
Independent |
Chairman |
** w.e.f. 30-9-24 |
| Ms. Annapurna Gupta |
Independent |
Member |
** w.e.f. 30-9-24 |
All the members of the Committee have accounting and managerial expertise. The Company
Secretary, acts as the Secretary to the Committee.
Meetings and Attendance
The Nomination and Remuneration Committee shall meet once every year in accordance with
the requirement of Regulation 19 of the SEBI (LODR) Regulations, 2015. During the year
under review, the Nomination and Remuneration Committee met Once (1) on: September
06, 2024 to review the performance of the Directors and the Key Managerial Personnel
(KMP).
The attendance details of members of committee are as under:
NAME OF THE MEMBER |
NO. OF MEETINGS |
|
|
HELD |
ATTENDED |
| Ms. Saileena Sarkar |
1 |
1 * upto 30-9-24 |
| Mr. Rajesh Lihala |
1 |
1 * upto 30-9-24 |
| Mr. Apurva Salarpuria |
1 |
1 |
| Mr. Akshaya Kumar Panda |
1 |
0 ** w.e.f. 30-9-24 |
| Ms. Annapurna Gupta |
1 |
0 ** w.e.f. 30-9-24 |
Role of the Nomination and Remuneration Committee
The roles and responsibilities of the committee include the following:
1. Formulate the criteria for determining qualifications, positive attributes and
independence of a director.
2. Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, recommend to the Board
their appointment and removal.
3. Formulate the criteria for evaluation of director's and Board's performance and to
carry out the evaluation of every director's performance.
4. Devising a policy on Board diversity.
5. To decide the remuneration of consultants engaged by the Committee.
6. Framing, recommending to the Board and implementing, on behalf of the Board and on
behalf of the Shareholders, policy on remuneration of Directors, Key Managerial Persons
(KMP) & other Employees, including ESOP, pension right and any other compensation
payment.
7. Considering, approving and recommending to the Board changes in designation and
increase in salary of the Directors, KMP and other employees.
8. Framing the Employees Share Purchase Scheme / Employees Stock Option Scheme and
recommending the same to the Board / shareholders for their approval and
implementing/administering the scheme approved by the shareholders.
As a token of long term commitment and long term vision towards the Company none of the
directors (excluding Whole Time Director) of the Company receive any sort of monetary
benefit from the Company, inter-alia, sitting fees is paid to Independent Directors
for Board and Committee Meetings.
STAKEHOLDERS' RELATIONSHIP COMMITTEE / SHARE TRANSFER COMMITTEE Composition
The Board of Directors of the Company has duly constituted a Stakeholders Relationship
Committee in terms of the requirements of Regulation 20 of SEBI (LODR) Regulations, 2015.
As on March 31, 2025, the Stakeholders Relationship Committee is composed of the
following:
NAME OF THE MEMBER |
CATEGORY |
STATUS |
| Mr. Rajesh Lihala |
Independent |
Chairman * upto 30-9-24 |
| Mr. Apurva Salarpuria |
Non-Independent |
Member |
| Mr. Aditya Sadani |
Non-Independent |
Member |
| Ms. Annapurna Gupta |
Independent |
Chairperson ** w.e.f. 30-9-24 |
Ms. Swati Modi acts as the Compliance Officer and the Company has not received any
shareholders' complaints during the financial year under review.
Meetings and Attendance
During the year under review, the Stakeholders Relationship Committee met once (1) on
November 14, 2024. The Company has not received any grievances during the financial year
2024-2025. The attendance details of members of committee are as under:
NAME OF THE MEMBER |
NO. OF MEETINGS |
|
|
HELD |
ATTENDED |
| Mr. Aditya Sadani |
1 |
1 |
| Mr. Apurva Salarpuria |
1 |
1 |
| Mr. Rajesh Lihala |
1 |
0 * upto 30-9-24 |
| Ms. Annapurna Gupta |
1 |
1 ** w.e.f. 30-9-24 |
Powers of the Stakeholders Relationship Committee
The role of the committee shall, inter-alia, include the following:
1. Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings
etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the listed entity in respect
of various services being rendered by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity for
reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company
RISK MANAGEMENT COMMITTEE
Composition
The Board of Directors of the Company has duly constituted a Risk Management
Committee in terms of the requirements of Regulation 21 of SEBI (LODR) Regulations,
2015. As on March 31, 2025, the Risk Management Committee is composed of the
following:
Meetings and Attendance
During the year under review, the Risk Management Committee met Once (1) on February
14, 2025 to review the risk management plan. The attendance details of members of
committee are as under:
NAME OF THE MEMBER |
NO. OF MEETINGS |
|
|
HELD |
ATTENDED |
| Mr. Aditya Sadani |
1 |
1 |
| Mr. Apurva Salarpuria |
1 |
1 |
| Mr. Akshaya Kumar Panda |
1 |
1 ** w.e.f. 30-09-2024 |
| Mr. Rajesh Lihala |
1 |
0 * upto 30-9-24 |
Powers of the Risk Management Committee
The role of the Committee is as under:
1. To Prepare Risk Management Plan, reviewing and monitoring the same on regular basis.
2. To review critical risks identified.
3. To report key changes in critical risks to the Board.
4. To report critical risks to Audit Committee in detail.
5. To perform such other functions as may be deemed or prescribed fit by the Board.
COMPLIANCE WITH SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
Your Company/Employer is committed to provide a protective environment at workplace for
all its employees. To ensure that every woman employee is treated with dignity and respect
and as mandated under the "The Sexual Harassment of women at Workplace (Prevention,
Prohibition and Redressal) Act 2013" the Company/Employer takes due care for
prevention of the sexual harassment of its women employees as and when the company employs
any women employee.
During the year under review, the Internal Complaints Committee (ICC) was
re-constituted in the Group by the Employer held on to redress and deal with any complains
on sexual harassment with the following members:
Further during the year under review, no case of sexual harassment was reported MATERNITY
BENEFITS:
The Company is committed to upholding the rights and welfare of its employees and
ensures full compliance with the provisions of the Maternity Benefit Act, 1961. All
eligible women employees are granted maternity benefits in accordance with the Act,
including paid leave and other applicable entitlements.
The Company also promotes a supportive and inclusive work environment and is committed
to implementing measures that facilitate work-life balance for women employees during and
after maternity.
MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company met separately on November 14, 2024 without
the presence of Non-Independent Directors and the members of the management. The Meeting
was conducted informally to enable the Independent Directors to discuss matters pertaining
to the Company's affairs and put forth their combined views to the Board of Directors of
the Company.
DISCLOSURE ON VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil through which concerned persons [directors,
employees and business associates] may report unethical behaviour, malpractices, wrongful
conduct etc., without fear of reprisal. The Company has set up a Direct Touch Initiative,
under which all directors, employees/ business associates have direct access to the
Chairman of the Audit Committee. The Whistle Blower Policy aims to:
Allow and encourage stakeholders to bring to the management notice concerns
about unethical behaviour, malpractices, wrongful conduct, actual or suspected fraud or
violation of policies.
Ensure timely and consistent organizational response.
Build and strengthen a culture of transparency and trust.
Provide protection against victimization.
The above mechanism has been appropriately communicated. The Company Secretary of the
Company ensures compliance with the relevant provisions of the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015, to the extent applicable. It was also confirmed that no
personnel has been denied access to the Audit Committee.
AUDITORS
Statutory Auditors
M/s Rakesh Ram & Associates, Chartered Accountants, FRN 325145E, a peer reviewed
firm, having office at "Tobbacco House, 1, Old Court House Corner, 1st
Floor, Room No. 104, Kolkata - 700 001", were appointed as the Statutory Auditors of
the Company at the 41st Annual General Meeting held on September 30, 2023 to
hold office for a term of 5 (five) consecutive years from the conclusion of the 41st
Annual General Meeting (AGM) until the Annual General Meeting of the Company to be held
for the Financial Year 20282029. The Auditors have communicated their qualification and
intentions to continue the assignment.
NBFC Auditor's Report (Reserve Bank) Directions 2008
In view of the directions issued by Reserve Bank of India, the Auditors have given
their report to the above effect which is self-explanatory.
Secretarial Auditor
In compliance with the provisions of Section 204 of the Companies Act, 2013, and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors, upon recommendation of the Audit Committee, has appointed Mr. Rajan Singh,
Company Secretary in Practice, as the Secretarial Auditor and his report in Form MR-3 is
annexed to the Board's Report as Annexure - 2.
The Company has taken a certificate as laid down under sec 92(2) of the Companies Act
2013 and Rule 11(2) of Companies (Management and Administration) Rules, 2014 from Mr.
Rajan Singh, Practising Company Secretary.
In view of the SEBI Recommendation, Rajan Singh & Co., Company Secretaries, were
proposed to be appointed as Secretarial Auditors for a continuous block of 5 years.
Cost Audit and Cost Records
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 is not applicable for the business
carried out by the Company.
Internal Audit
M/s Chaudhuri, Ray & Associates, Chartered Accountants, were conducting the
Internal Audit of the Company. The report thereof is placed before the Audit Committee for
evaluation of internal financial controls and risk management systems.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE, ETC
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8
of Companies (Accounts) Rules, 2014 in respect of conservation of Energy and Technology
Absorption are not applicable to company under the year under review as the Company has no
activity relating to the consumption of energy or technology absorption and expenditure on
Research and Development. Further The Company does not have any foreign exchange earnings
and has not incurred any foreign currency expenditure during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS AND COMPANY'S
OPERATIONS IN FUTURE
There has been no significant and material order(s), passed by any Regulator(s) or
Court(s) or Tribunal(s), impacting the going concern status of the Company's operations.
No material changes and commitments have occurred after the close of the financial year
till the date of this Report which affects the financial position of the Company for the
reporting period.
MANAGEMENT DISCUSSION & ANALYSIS REPORT (MDAR)
In accordance with Regulation 34 read with Schedule V of the SEBI (LODR) Regulations,
2015, Management Discussion & Analysis Report forms a part of this Annual Report and
is enclosed herewith as Annexure-3.
ACCOUNTING TREATMENT
The Financial Statements of the Company have been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)
Rules, 2015. All the Ind AS issued and notified by the Ministry of Corporate Affairs under
the Companies (Indian Accounting Standards) Rules, 2015 (as amended) till the financial
statements are approved for issue by the Board of Directors has been considered in
preparing these financial statements. The financial statements have been prepared on a
historical cost basis, except for certain financial assets and liabilities which have been
measured at fair value as described in accounting policies regarding financial
instruments.
ESTIMATES
The Company has exercised the option to measure investment in equity instruments, not
held for trading at FVTOCI in accordance with Ind AS 109. It has exercised this
irrevocable option for its class of unquoted equity shares. The option renders the equity
instruments elected to be measured at FVTOCI non-recyclable to Statement of Profit &
Loss.
LISTING
The equity shares of your Company continued to be listed on The Calcutta Stock Exchange
Limited (CSE) and BSE Limited.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility is the continuing commitment by the business to behave
ethically and contribute to economic development while improving the quality of life of
the workforce and their families as well as of the local community and society at large.
As per the provisions of Section 135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, your Company is not required to
constitute a CSR committee and enact thereon, i.e., CSR Provision is not applicable.
COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI
During the year under review, the Company has duly complied with the applicable
provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) along with Secretarial Standards on Report of the Board of
Directors (SS-4) issued by The Institute of Company Secretaries of India (ICSI).
CEO/CFO CERTIFICATION
In terms of the SEBI Listing Obligations and Disclosures Requirements (LODR)
Regulations, the certification by the Chief Financial Officer on the financial statements
and internal controls relating to financial reporting has been obtained and is appended
hereafter as Annexure -5.
ADDITIONAL DISCLOSURES PURSUANT TO SEBI (LODR) REGULATIONS. 2015
1. MEANS OF COMMUNICATION:
A) Financial Results:
Shareholders were intimated through the press about the quarterly performance
and financial results of the Company. The quarterly, half-yearly and the annual financial
results are published in national and regional dailies i.e. The Echo of India (National)
in English Language and Arthik Lipi (Regional) in Bengali Language.
The Company's results and other corporate announcements are promptly sent to the
stock exchange i.e. BSE Limited and The Calcutta Stock Exchange Limited (CSE) with which
the shares of the Company are listed.
The financial results and other relevant information are also displayed on the
website of the Company i.e. http://easuncapitalmarkets.com/
B) Other information:
The Company has email address swati@salarpuriagroup.com and
secretarial@salarpuriagroup.com to interface with the investors.
2. GENERAL SHAREHOLDER INFORMATION
a) Annual General Meeting
The Forty Third (43rd) Annual General Meeting (AGM) of the Company will be
held on Wednesday, September 24, 2025 at 3.30 p.m. IST through Video Conferencing
("VC") / Other Audio Visual Means ("OAVM").
Financial Calendar [Current Financial Year 2025-26] |
Tentative Date / Schedule |
First Quarter Financial Results (June 30) |
By 14th day of August 2025 (actual date 07/8/24) |
Second Quarter Financial Results (September 30) |
By 14th day of November 2025 |
Third Quarter Financial Results (December 31) |
By 14th day of February 2026 |
Fourth Quarter & Annual Audited Financial Results of the
current Financial Year (March 31) |
By end of May 2026 |
Date of Book Closure: The books will be closed for the Annual General Meeting from
Thursday, September 18, 2025 to Wednesday, September 24, 2025 (both days inclusive).
c) Listing of Equity Shares on the Stock Exchanges
BSE Limited, P J Towers, Dalal Street, Mumbai -400001, India [BSE Scrip Code:
542906]
The Calcutta Stock Exchange Limited, 7, Lyons Range, Kolkata - 700 001 [CSE
Scrip Code: 10015065]
The Company has paid the annual listing fees to the aforesaid Stock Exchanges.
d) Registrar and Share Transfer Agent:
Niche Technologies Private Limited (SEBI Registration Number : INR000003290) having its
office at 3A, Auckland Place, 7th Floor, Room No. 7A & 7B, Kolkata - 700 017, West
Bengal provide for processing the transfers, transmission, sub-division, consolidation,
splitting of shares, etc. and to process the Members' requests for dematerialization
and / or re-materialization of shares.
e) Distribution of Shareholding as at March 31, 2025
According to Category of Holding: |
|
|
|
|
Shareholders |
As on March 31, 2025 |
|
As on March 31, 2024 |
|
|
No. of Shares |
% |
No. of Shares |
% |
| Promoters |
25,76,450 |
49.27 |
25,76,450 |
49.27 |
| Financial Institutions |
- |
- |
- |
- |
| Private Corporate Bodies (Excluding Promoters) |
14,98,279 |
28.65 |
17,02,758 |
32.56 |
| Public |
11,54,480 |
22.08 |
9,50,001 |
18.17 |
Total |
52,29,209 |
100.00 |
52,29,209 |
100.00 |
According to Nu |
mber of Shares |
held: |
|
|
Shareholding Range |
No. of shareholders |
% of Shareholders |
No. of shares |
% of Shareholding |
| 1-500 |
321 |
78.29 |
32,091 |
0.61 |
| 501-1,000 |
17 |
4.15 |
15,586 |
0.30 |
| 1,001-5,000 |
16 |
3.90 |
41,758 |
0.80 |
| 5,001-10,000 |
7 |
1.71 |
66,499 |
1.27 |
| 10,001 -50,000 |
30 |
7.32 |
7,64,073 |
14.61 |
| 50,001-1,00,000 |
10 |
2.44 |
8,08,130 |
15.45 |
| 1,00,001 and above |
9 |
2.19 |
35,01,072 |
66.95 |
Total |
410 |
100.00 |
52,29,209 |
100.00 |
f) Dematerialization of shares:
The Company' shares are listed on BSE Limited and Calcutta Stock Exchange Limited. The
shares of the Company are in compulsory dematerialized segment and are admitted with both
the Depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository
Services (India) Limited (CDSL).
No. of Shares held in dematerialized and physical mode as on 31st March, 2025 are as
under:
Particulars |
No. of Shares |
% to total Shares |
| Physical |
6,30,746 |
12.06 |
| Demat (Electronic) |
|
|
| NSDL |
5,85,148 |
11.19 |
| CDSL |
40,13,315 |
76.75 |
TOTAL |
52,29,209 |
100.00 |
SEBI has mandated that securities of listed companies can be transferred only in
dematerialized form with effect from April 1, 2019. Accordingly, the Company/ Registrar
and Share Transfer Agent has stopped accepting any fresh lodgment of transfer of shares in
physical form. Members holding shares in physical form are advised to avail of the
facility of Dematerialization. The ISIN of the Company is INE771C01014.
g) General Body Meetings
The location, date and time of Annual General Meetings held during the preceding three
years are given below:
h) Postal Ballots
During the financial year 2024-25, there were no ordinary or special resolutions passed
by the members through Postal Ballot. No resolutions were required to be passed as Special
Resolution or by special majority or through postal ballot in the FY 2022-2023 and FY
2023-2024.
i) Details of Non-Compliances
The Company has complied with the compliances of the Stock Exchange or SEBI or any
statutory authority on matters related to Company / Capital Markets during the last three
yea rs.
k) Certification from Company Secretary in Practice
Mr. Rajan Singh, Company Secretary in whole-time practice, has issued a certificate as
required under the Listing Regulations, confirming that none of the directors on the Board
of the Company has 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 enclosed as Annexure-4.
DECLARATION BY THE WHOLE-TIME DIRECTOR
Pursuant to the provisions of Regulation 34(3) and Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Whole-Time Director has enclosed a duly signed declaration stating that the
members of board of directors and senior management personnel have affirmed compliance
with the code of conduct of board of directors and senior management. The declaration is
enclosed as Annexure-5.
RESERVE BANK OF INDIA (RBI) RESERVE FUND
In terms of Notification No. RBI/2014-15/299 dated 10.11.2014 issued by the Reserve
Bank of India, provision for contingency have been provided Rs. 83,121 on Standard Assets
of Rs. 3,32,48,402 on the outstanding balance as on 31.03.2025. During the year under
review, a sum of Rs. NIL (Previous year Rs. 14,11,000) is transferred from RBI Reserve
Fund under section 45IC of the Reserve Bank of India Act 1934.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR
During the year under review, there is no application or proceeding pending under the
Insolvency & Bankruptcy code, 2016 against the company.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not obtained loan from Banks or Financial Institutions and hence, the
requirement of valuation does not arise.
GREEN INITIATIVE
In continuation with circulars dated May 05, 2020, May 05, 2022 and December 28, 2022,
MCA has issued circular dated September 25, 2023, whereby companies are allowed to
continue conducting AGM through VC upto September 30, 2025. Similarly, SEBI vide its
circular dated October 07, 2023 has extended certain relaxation to listed entities
regarding dispatch of annual reports to the Members of the Company. In line with the above
given circulars and guidelines issued by MCA and SEBI, the Company is conducting 43rd
AGM of the Members through VC. The instructions of attending meeting through VC is
provided in AGM notice.
Electronic copies of Annual Report 2025, Notice of 43rd AGM and instructions
slip will be sent to all the Members whose email addresses are registered with the
Company/ Depository Participant(s) for communication purpose. Pursuant to Section 108 of
the Act read with rule 20 of Companies (Management and Administration) Rules, 2014, the
Company is providing remote e-voting facility to all Members to enable them to cast their
votes electronically on all resolutions set forth in the notice. The instruction of remote
e- voting is provided in the notice.
APPRECIATION
Your Directors record their sincere appreciation for the assistance, support and
guidance provided by Government Authorities, Bankers, investors, financial institution and
shareholders for their consistent support to the company. The Directors also commend the
continuing commitment and dedication of the employees at all levels which has been
critical for the Company's growth. The Directors look forward for their continuing support
for and on behalf of the Board of Directors of EASUN CAPITAL MARKETS LIMITED
FORM NO. AOC -2
[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act andRule 8(2) of
the Companies (Accounts) Rules, 2014]
Form for Disclosure of particulars of contracts/arrangements entered into by the
company with related parties referred to in sub section (1) of section 188 of the
Companies Act, 2013 including certain arm's length transaction under third proviso
thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis.
SL. No. |
Particulars |
Details |
| a) |
Name (s) of the related party & nature of relationship |
|
| b) |
Nature of contracts/arrangements/transaction |
|
| c) |
Duration of the contracts / arrangements / transaction |
|
| d) |
Salient terms of the contracts or arrangements or transaction including
the value, if any |
NIL |
| e) |
Justification for entering into such contracts or arrangements or
transactions' |
|
| f) |
Date of approval by the Board |
|
| g) |
Amount paid as advances, if any |
|
| h) |
Date on which the special resolution was passed in General meeting as
required under first proviso to section 188 |
|
SL. No. |
Particulars |
Details |
| a) |
Name (s) of the related party & nature of relationship |
Refer Note No. 30 of the Financial Statements |
| b) |
Nature of contracts/arrangements/transaction |
|
| c) |
Duration of the contracts/ arrangements/ transaction |
|
| d) |
Salient terms of the contracts or arrangements or transaction including
the value, if any |
|
| e) |
Date of approval by the Board |
|
| f) |
Amount paid as advances, if any |
|
|
for and on behalf of; the Board of
Directors of |
|
EASUN CAPITAL MARKETS LIMITED |
|
Sd/- |
Sd/- |
|
Aditya Sadani |
Apurva Salarpuria |
Date: 30-08-2025 |
Whole-Time Director |
Director |
Place: Kolkata |
DIN: 09023418 |
DIN:00058357 |
|