Regd. Office: Creative Castle, 70, Sampatrao Colony, Off.
Productivity Road, Alkapuri, Vadodara-390007, Gujarat Tel. No. 0265-2354075 Fax: 0265 -
2340214 Website: www.sharemart.co.in E-mail id: info@marketcreators.net
To,
The Members
Market Creators Limited
Your Directors are pleased to present their 31st Board's Report together with the
Audited Financial Statements for the financial year ended on 31st March, 2023.
FINANCIAL SUMMARY:
(Rs. in Lakhs except Earning per Share)
Particulars |
Current Year |
Previous Year |
|
(2022-2023) |
(2021-2022) |
Revenue from Operation |
522.10 |
744.90 |
Other Income |
138.46 |
140.85 |
Total Revenue |
660.56 |
885.75 |
Less: Expenses excluding Depreciation |
641.29 |
781.50 |
Profit before Depreciation and Tax |
19.27 |
104.25 |
Less: Depreciation |
5.10 |
5.11 |
Profit before Tax |
14.17 |
99.14 |
Less: Provision for Taxation (Including
Deferred Tax) |
1.32 |
0.88 |
Less: Prior period adjustments |
3.60 |
NIL |
Profit after Tax and Exceptional items |
9.25 |
98.26 |
Earnings per Share (Rs.) |
0.09 |
0.94 |
PERFORMANCE OF THE COMPANY
Company 's revenue from operations for the financial year amounted to Rs.
522.10 lakhs, as against previous year's revenue from operations of Rs. 744.90
lakhs. The Profit before exceptional items and tax is Rs. 14.17 lakhs as against Rs. 99.14
Lakhs of last Year. Profit for the year is Rs. 9.25 Lakhs as against Rs. 98.26 Lakhs of
last year.
DIVIDEND
The Board of Directors has not recommended any dividend on the Equity Shares of the
Company during the year under review.
SHARE CAPITAL
There was no change under the Share Capital during the year under review as the Company
has not issued any shares including Equity Shares, Shares with Differential Voting Rights,
Stock Options, Sweat Equity, etc. The Company has not bought back any equity shares during
the year 2022-23.
NATURE OF BUSINESS
There was no change in the nature of business during the Financial Year under review.
DEPOSITS
During the FY 2022-23, the Company did not accept any deposit within the meaning of
section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
BOARD EVALUATION
Annual performance evaluation of the Board of Directors, its committees and all the
Directors individually were done in accordance with the performance evaluation framework
adopted by the Company and a structured questionnaire was prepared after taking into
consideration the various aspects of the Board's functioning, composition of the Board and
its Committees, culture, execution and performance of specific duties, obligations and
governance. The performance evaluation framework sets out the performance parameters as
well as the process of the performance evaluation. Pursuant to the provisions of the
Companies Act, 2013, a separate Meeting of Independent Directors was held during the year
to review (i) performance of the Non-Independent Directors and the Board of Directors as a
whole (ii) performance of the Board Committees (iii) performance of the Chairperson of the
Company, taking into account the views of Executive Directors and Non-Executive Directors
(iv) assess the quality, quantity and timeliness of flow of information between the
Management and the Board of Directors that is necessary for the Board of Directors to
effectively and reasonably perform its duties. The Board of Directors expressed
satisfaction with the evaluation process.
DIRECTOR 'S RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of its knowledge and ability would like to state that:
(a) In the preparation of the Annual Accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
(b) They had selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true & fair
view of the state of affairs of the company at the end of the financial year and of the
profit of the Company for that period ;
(c) They had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this act for safeguarding the
assets of the company and for preventing and detecting fraud & other irregularities;
(d) They had prepared the Annual Accounts on a going concern basis;
(e) They had laid down Internal Financial Controls to be followed by the Company and
such internal financial controls are adequate and are operating effectively;
(f) They had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board's report.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF
COMPANIES ACT, 2013
All Independent Directors have given declarations under section 149(7) that they meet
the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013
and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure
Requirement) Regulation, 2015.
ANNUAL RETURN
As required under Section 92(3) of the Companies Act, 2013, the Company has placed a
copy of the annual return on its website and the same is available in the Investors
Section on www.sharemart.co.in.
DETAILS OF DIRECTORS APPOINTED /RESIGNED DURING THE YEAR
There was no appointment or Resignation of any Director during the year under review.
NUMBER OF MEETINGS OF THE BOARD
The details of Board Meetings convened during the year along with other details of
Board Meetings held are given in Corporate Governance Report, which forms the integral
part of this Annual Report. The maximum interval between any two meetings did not exceed
120 days, as prescribed in the Companies Act, 2013.
COMMITTEES OF THE BOARD
As on 31st March, 2023, the Board had three committees viz. the Audit Committee, the
Nomination and Remuneration Committee and the Stakeholder Relationship Committee. A
majority of the committees consist entirely of independent directors. During the year, all
recommendations made by the committees were approved by the Board.
A detailed note on composition of Board and its committees is provided in the Corporate
Governance Report.
CORPORATE GOVERNANCE
Corporate Governance refers to a set of systems, procedures and practices which ensures
that the company is managed in the best interest of all stakeholders i.e. shareholders,
employees, customers and society on general. Fundamentals of corporate governance include
transparency, accountability and independence. Your directors strive to maintain high
standards of Corporate Governance in all its interactions with its stakeholders. The
Company has complied with the Corporate Governance norms as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The report on
Corporate Governance for the year ended 31st March, 2023, in terms of Regulation 34(3)
read with Section C of Schedule V to Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual
Report and annexed as Annexure 1. The requisite certificate from the Auditors of the Company
confirming compliance with the conditions of Corporate Governance forms part of this
Annual Report.
NUMBER OF MEETINGS OF THE BOARD
The Board met four (4) times during the Financial Year. The meeting details are
provided in the Corporate Governance Report that forms part of this Annual Report. The
maximum interval between any two meetings did not exceed 120 days, as prescribed by the
Companies Act, 2013.
COMMITTEES OF THE BOARD
As on 31st March, 2023, the Board had three committees viz. the Audit Committee, the
Nomination and Remuneration Committee and the Stakeholders Relationship Committee. During
the year, all recommendations made by the committees were approved by the Board.
A detailed note on the composition of the Board and its committees is provided in the
Corporate Governance Report.
STATUTORY AUDITORS
The Shareholders at their 28th Annual General Meeting (AGM) held on 23rd September,
2020 had approved the appointment of M/s. Shah & Talati, Chartered Accountants, (Firm
Registration No. 120183W), Statutory Auditors to hold office for the period of five years
from the conclusion of 28th AGM till the conclusion of 33d Annual General Meeting.
SECRETARIAL AUDITOR
Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to
time, the Board at its meeting held on 23rd May, 2022 had appointed M/s K H Rao & Co.,
Practicing Company Secretary to conduct Secretarial Audit for the financial year ended
March 31, 2023. There was no qualification or adverse remarks made by the auditor in their
report and the said Secretarial report are annexed which is forming part to this report as
Annexure - III.
INTERNAL AUDITOR
The Board of Directors appointed M/s Sheetal Samriya & Associates, Chartered
Accountant (FRN: 011478C) as the Internal Auditors of the Company for F.Y 2022-23.
EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications, reservations or adverse remarks made either by the
Auditors or by the Practicing Company Secretary in their respective reports.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act are given in the notes to Financial Statements forming part of the Annual
Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE
COMPAIES ACT, 2013
All the Related Party Transactions that were entered during the financial year 2022-23
were on arm's length basis and in the ordinary course of business of the Company. Thus,
disclosure in form AOC-2 is not required. Further, there were no materially significant
related party transactions entered by the Company during the year with the Promoters,
Directors and Key Managerial Personnel which may have a potential conflict with the
interest of the Company. The disclosure with related parties is set out in the notes to
accounts forming part of the Annual Report. The Company has also adopted a related party
transactions policy which is available on the website of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There were no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year of the Company to which this
financial statement relate and on the date of this report.
EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualifications, reservations or adverse remarks made by the either by the
Auditors or by the Practicing Company Secretary in their respective reports.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
There were no material and significant orders passed by the Regulators or Court or
Tribunals which can have an impact on the going concern status and its future operations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to the Conservation of Energy and Technology Absorption
required under Rule 8(3) (A) and 8(3) (B) of the Companies (Accounts) Rules, 2014 are not
applicable to the Company due to the nature of the industry in which it operates.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, there were no foreign exchange earnings and outgo.
RISK MANAGEMENT
The provisions of SEBI Regulations for formation of Risk Management Committee are not
applicable to the Company. However, as per section 134 (3) (n) of Companies Act 2013, the
company regularly maintains a proper check in normal course of its business regarding risk
management. Currently, the company does not identify any element of risk which may
threaten the existence of the company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing
Regulations.
FORMAL ANNUAL EVALUATION
The Company has a policy for performance evaluation of the Board, Committees and other
Individual Directors (including Independent Directors) which include criteria for
performance evaluation of Non- Executive Directors and Executive Directors.
In accordance with the manner specified by the Nomination and Remuneration Committee,
the Board carried out annual performance evaluation of the Board, its Committees and
Individual Directors. The Independent Directors carried out annual performance evaluation
of the Chairperson, the non- independent directors and the Board as a whole. The Chairman
of the respective Committees shared the report on evaluation with the respective Committee
members. The performance of each Committee was evaluated by the Board, based on report on
evaluation received from respective Committees. A consolidated report was shared with the
Chairman of the Board for his review and giving feedback to each Director.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Section 135 of the Companies Act, 2013 with regard to Corporate
Social Responsibility (CSR) are at present not applicable on the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism/Whistle Blower Policy for the employees for
reporting genuine concerns/grievances and reporting any unethical behaviour or wrong
practices such as fraud, violation of code of conduct, inappropriate behaviour, etc. in
the organization. This Policy provides the adequate safeguards against the victimization
of the employees who use the vigil mechanism. The Vigil Mechanism/ Whistle Blower Policy
have been uploaded on the website of the Company at https: //www.sharemart.co.in .
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a policy on prevention of Sexual Harassment of women at
workplace under the provisions of the Sexual Harassment of women at workplace (Prevention,
Prohibition and Redressal) Act, 2013.
During the year under review, your Company has not received any complaint under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 read with Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a
separate section and forming part of this Annual Report annexed as Annexure
- II.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Internal Financial Controls are an integral part of the management process addressing
financial and financial reporting risks. The internal financial controls have been
embedded in the business processes. Such internal financial controls encompass policies
and procedures adopted by the Company for ensuring the orderly and efficient conduct of
business, including adherence to its policies, safeguarding of its assets, prevention and
detection of frauds and errors, the accuracy and completeness of accounting records and
the timely preparation of reliable financial information. Appropriate review and control
mechanism are built in place to ensure that such control systems are adequate and are
operating effectively.
The board of directors have instituted / put in place a framework of internal financial
controls and compliance systems, which is reviewed by the management and the relevant
board committees, including the audit committee and independently reviewed by the
internal, statutory and secretarial auditors.
COMPLIANCE CERTIFICATE
The CEO and CFO have certified to the Board with regard to the Financial Statements and
other matters as required under Regulation 17(8) read with Part B of Schedule II to the
SEBI Listing Regulations.
PARTICULARS OF EMPLOYEES
During the year under review, none of the employees of your Company is in receipt of
remuneration requiring disclosure pursuant to the provisions of Section 197 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; hence no
such particulars are annexed.
FAMILIARIZATION POLICY
In accordance with the provisions of Regulation 25(7) and 46(2) of the Listing
Regulations, the Company familiarizes its independent directors at regular intervals, with
their roles and responsibilities and the business strategies of the Company. Apart from
the aforementioned, the Company also updates the independent directors periodically with
the recent changes in statutory provisions applicable on the Company and/or any change
/addition in the business operations of the Company. The details of training and
familiarization program conducted during the year are provided on the website of the
Company at www.sharemart.co.in
CODE OF CONDUCT
The Board of Directors has laid down the code of conduct for all Board Members and
members of the senior Management of the Company. The members of the board and senior
management personnel have affirmed the compliance with the Code applicable to them during
the year ended 31st March, 2023. The Annual Report contains declaration to this effect
signed by Mr. Kalpesh Shah, Director and Chief Executive Officer of the Company.
ACKNOWLEDGMENTS
The Board expresses its sincere gratitude for the continued support and guidance
received by the Company from the Securities and Exchange Board of India, the Stock
Exchanges and other government and regulatory agencies. The Board would like to
acknowledge the continued support of its bankers, registrars, vendors, clients and
investors. The Directors also wish to place on record their gratitude and appreciation of
the employees ' hard work, dedication, teamwork and professionalism which has made
the phenomenal growth possible year after year.
For and on behalf of the Board For Market Creators Limited
Dr. J]. H. Shah |
Date: 10th August, 2023 |
Chairman |
Place: Vadodara |
DIN: 00051917 |
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