To,
The Members,
Cni Research Limited
CIN: L45202MH1982PLC041643
Your directors have pleasure in presenting herewith the Forty - first (41st) Annual
Report of the company together with Standalone Audited Accounts for the year ended 31st
March, 2023.
FINANCIAL HIGHLIGHTS
Particulars |
2022-23 |
2021-22 |
|
Rs. in Lakh |
Rs. in Lakh |
Total Income |
|
785.74 |
Profit/(Loss) before Depreciation |
(85.66) |
172.02 |
Less: Depreciation & Amortization |
- |
- |
Profit/(Loss) before tax |
(85.66) |
172.02 |
Provision for tax net off Deferred Tax |
0.04 |
0.05 |
Profit/(Loss) after Taxation |
(85.70) |
172.12 |
Your company's total revenue for the period came at Rs. 958.78 lakh. Over 90% of the
revenue came from Equity segment. After a muted performance in the previous year, Indian
capital markets surged on the backdrop of recovering the economy and strong macroeconomic
data which benefited the company's financial performance as well. Slightly higher than
market forecast the company achieve in total revenue of Rs. 958.78 Lakhs against 785.74
Lakhs in previous year, the same effect on company's profit of Rs. (85.70) against Rs.
172.12 in previous year. This year loss is due to onetime write off. Operationally company
is EBITDA positive.
Segment wise or product wise performance
Particular / Segment |
Year ended 31st March, 2023 |
Rs. In Lakh |
Equity |
Content Sale |
Other Business Income |
Research Product Sale |
Total |
Revenue (Net) |
909.83 |
14.73 |
34.21 |
0 |
958.78 |
Profit /(Loss) before tax |
29.35 |
(14.22) |
34.21 |
0 |
49.34 |
Note: Segmental revenue (net) break-up excludes dividend income
Retail participation in Indian stock markets has been growing in last few years driven
by initiatives by the Indian government and stock exchanges to increase awareness amongst
retail investors. Individual participation has increased over the years. Moreover, India
has one of the highest savings rates in the world. However, a very small percent of this
household savings is actually in the form of capital markets investments. We believe the
development of financial markets is not possible without increased retail participation.
Hence, we see tremendous opportunity in this segment for Cni in terms of content sale and
equity research business. We revamped our research and content sale business to cater to
growing retail segment and execute our expansion plans.
FUTURE PROSPECT
In FY 2023, Indian economy grew at 6.1%, stronger than Chinese economy (CY 2016 real
GDP growth of 6.7%) primarily driven by ongoing reforms undertaken by the BJP led NDA
government and despite the impact of demonetization on key sectors including construction
and financial services. Major initiatives undertaken by the government so far includes
demonetization of Rs. 500 and Rs. 1,000 notes during November 2016 and implementation of
GST bill during July 2017 which is expected to underpin long-term growth prospects of the
Indian economy. The implementation of GST would reduce the cascading tax effect and would
bring small and medium enterprises and unorganized sectors under the purview of the tax
authorities. This would further help the Indian markets to become more competitive in
medium to long-term thus helping Indian businesses to compete with global competitors in
terms of price and quality in the near future.
Furthermore, initiatives such as Make in India, Digital India, Smart Cities, Financial
Inclusion and expansion of Large Infrastructure projects have supported India to achieve
the status of the fastest growing economy of the world. Especially, initiatives such as
Make in India has boosted the overall growth of SME's where your company holds a key
position in terms of advising and providing research content.
Your company's valuable research products have enabled it to procure content sharing
agreements with global financial data providers such as Thomson Reuters, Capital IQ - a
division of Standards and Poor's, Dow Jones Factiva and TheMarkets.com LLC, USA. Your
company shares its research relating to small and mid-cap companies with these global
providers, thus helping it to build its brand in the global markets.
In the past, your company has displayed consistency with regard to prediction of the
behavior of Sensex and Nifty. This has been possible only because of presence of in-house
research capabilities. Indian Capital markets are on a bull run and with the initiation of
reforms by the government, it is expected that significant funds of investments are likely
to be drawn into the capital markets. Thus, Cni's well-accepted research offerings would
help investors increase their wealth. In the past years, your company had kept business
expansion plans on a hold due to muted market performance. However, with the markets
showing positive results, your company plans to expand its content sharing business
segment.
Your company is making further efforts to increase its profits in this space as right
data and information is the key to success in the current business environment. Your
company is a debt-free company and it does not intend to raise debt at this point of time.
During FY 2014, some promoters and investors did infuse some funds into the company.
However, the company was not able to reap benefits out of the same. However, in the near
future, your company may raise further funds to capitalize the growing capital markets and
growth opportunities.
FATE OF ACHIEVEMENT
Your company which has strategic partnerships with the best global agencies in the
world has been chosen for the prestigious award "Rashtriya Udyog Ratna Award"
and "Quality Brand" from Council for Economic Growth and Research (CEGR) for the
company's outstanding contribution to society and to the nation. The fact that your
company's content has been picked by NY times FT USA clearly suggests that the quality of
the content is world class. Your company has been invited by many international rating and
performance agencies for awards in the field of research.
Research in India is at a nascent stage unlike US and hence the true value of research
is yet to be explored in real context. Your company has been rated among one of the best
RESEARCH firms by another US based research firm.
Your company is the only non-broker professional research firm duly registered with
SEBI under the provisions of the SEBI (Research Analysts) Regulations, 2014 hence stands
out on its own.
Even with regard to the research, your company is ranked no. 1 in India as it has
maintained 95% strike rate in calls generated in A group investment and trading. The
performance of your company is exhibited on the home page of the website of your company
www.cniglobalbiz.com. Your company-maintained consistency in the performance even the
equity markets are swinging 10% every time.
The continued association of all global agencies along with fresh addition to ties ups
like ISI Emerging Market UK and Bloomberg USA clearly speaks high about the quality and
brand of your company. Your company is now extending tie up in Europe.
RISK
The weak global sentiments and fearsome approach of investors has affected your company
too in the last fiscal. Strong decline in oil prices, slowdown in the Chinese economy and
muted global growth prospects weighed on overall investment environment. Indian markets
also remained volatile during the year despite policy makers continued to remain
accommodative with FII favored policies. However, looking ahead, we hope investor
sentiments to be boosted by on-going reforms leading to steady economic growth, greater
retail participation coupled with improving global markets outlook.
Capital market ups and downs have direct impact on the revenues of your company and to
minimize these risks your company has made considerable investments out of profits earned
and these investments are profitable. Further, we refrained ourselves from creating
physical assets and it was prudently decided by the management to invest in technology,
investment opportunities instead of creating physical assets at this juncture. This has
helped your company to sail through difficult market conditions as our costs remained
always under check. We have been striking balance between executing both expansion and
ambitious innovation agendas as well as managing rising costs, which is a key subject of
interest for investors.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the company has not required to transfer to Investor and
Education Protection fund (IEPF).
DIVIDEND
Your directors have not yet recommended any dividend for the year under review.
CAPITAL STRUCTURE
As on date the paid - up share capital of the company is 11,48,04,500.
The details of Authorized Capital, Subscribed Capital & Paid up Capital is as
under:-
Particulars |
2022-23 |
2021-22 |
|
Rs. |
Rs. |
Authorized Capital |
12,00,00,000 |
12,00,00,000 |
Subscribed & Paid up Capital |
11,48,04,500 |
11,48,04,500 |
DEPOSITS
The company has neither accepted nor renewed any deposit from the public within the
meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014, during the year ended March 31,2023.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED
DURING THE YEAR
As on March 31,2023 your Company has 4 Directors, which includes 2 Independent
Directors (IDs), 1 Non-Executive Director (NEDs). The Key Managerial Personnel
("KMP") of the Company includes Chief Financial Officer and Company Secretary.
There was no change in composition of Board of Directors and KMP of the Company.
Mrs. Sangita Kishor Ostwal, Director (DIN: 00297685), retires at this Annual General
Meeting and being eligible offers himself for re-appointment. A brief profile of Mrs.
Sangita Kishor Ostwal has been included in the notice convening the ensuing Annual General
Meeting.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has received necessary declaration from Independent Directors under section
149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down
under Section 149(6) and as per Schedule IV of the Companies Act, 2013.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE &
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
Pursuant to Rule 8(5) of the Companies (Accounts) Rules, 2015, Company should include a
statement regarding opinion of the Board with regard to integrity, expertise and
experience (including the proficiency) of the independent directors
Name of the Director |
Date of Appointment / Reappointment |
Integrity, expertise and Experience |
Proficiency |
Mr. Mayur Shantilal Doshi |
01/04/2019 |
Mr. Mayur Shantilal Doshi is Diamond Trader. Mr. Doshi has vast and rich experience in
finance, marketing, administration and human resource etc. Mr. Doshi is associate with the
Company since year 2002. The Company has re-appointed him as Non-Executive, Independent
Director for 5-year wef 01/04/2019 in its 37th AGM held on 30th September, 2019 |
Marketing, Finance |
Mr. Arun Kumar S Jain |
01/04/2019 |
Mr. Arun Kumar S Jain is fellow member of the Institute of Chartered Accountants of
India, Mr. Jain has rich experience and expertise of Accounting, Finance, Taxation etc.
The Company has re-appointed him as Non-Executive, Independent Director for 5-year wef
01/04/2019 in its 37th AGM held on 30th September, 2019 |
Taxation, Accounting, Finance |
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In compliance with the provision of the Companies Act, 2013 the Independent Directors
held a meeting on March 24, 2023, and they, inter alia:
i. Reviewed the performance of non-independent directors and
ii. the Board as a whole;
iii. Assessed the quality, quantity and timeliness of flow of information between the
Company's Management and the Board, which is necessary for the Board to effectively and
reasonably perform their duties.
The Independent Directors holds a unanimous opinion that the Non-Independent Directors
bring to the Board constructive knowledge in their respective field. The Independent
Directors expressed their satisfaction with overall functioning and implementations of
their suggestions.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
A calendar of meeting is prepared and circulated in advance to the Directors. During
the year five board meetings and four audit committee meetings were convened and held. The
details of which are given as under:
Sr. No. |
Date |
Sr. No. |
Date |
|
Board Meeting |
|
Audit Committee |
1 |
May 28, 2022 |
1 |
May 28, 2022 |
2 |
July 27, 2022 |
2 |
July 27, 2022 |
3 |
August 24, 2022 |
3 |
October 19, 2022 |
4 |
October 19, 2022 |
4 |
February 08, 2023 |
5 |
February 08, 2023 |
|
|
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In compliance with the provision of the Companies Act, 2013 the Independent Directors
held a meeting on March 24, 2023 and they, inter alia:
^ Reviewed the performance of non-independent directors and
^ The Board as a whole;
^ Assessed the quality, quantity and timeliness of flow of information between the
Company's Management and the Board, which is necessary for the Board to effectively and
reasonably perform their duties.
The Independent Directors holds a unanimous opinion that the Non-Independent Directors
bring to the Board constructive knowledge in their respective field. The Independent
Directors expressed their satisfaction with overall functioning and implementations of
their suggestions.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the
Securities and Exchange Board of India (SEBI) (listing obligation and disclosure
requirement) Regulation 2015, 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, obligation and
governance.
The performance evaluation of the Independent Directors was completed. The performance
evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of
India (SEBI) (listing obligation and disclosure requirement) Regulation 2015, a detailed
report on Corporate Governance forms a part of this Annual Report. A certificate from
Auditors of the company confirming compliance with the conditions of Corporate Governance
as stipulated under Regulation 34 of the Securities and Exchange Board of India (SEBI)
(listing obligation and disclosure requirement) Regulation 2015, is given in a separate
statement which forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis on matters related to business performance as
stipulated in Regulation 34 of the Securities and Exchange Board of India (SEBI) (listing
obligation and disclosure requirement) Regulation 2015, is given in a separate statement
which forms part of this Annual Report.
SECRETARIAL STANDARDS
The Institute of Company Secretaries of India had prescribed the Secretarial Standards
on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings
(SS-2). The Company has devised proper systems to ensure compliance with its provisions
and is in compliance with the same.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. During the year under review, no complaints
related to sexual harassment had been received by the Internal Complaints Committee.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the period under review, your company did not receive any such kind of order
from the regulator or Courts or Tribunals.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
I. Internal Control Systems and their Adequacy
The Company has in place adequate internal controls commensurate with the size of the
Company and nature of its business and the same were operating effectively throughout the
year. Internal Audit is carried out by external auditors and periodically covers all areas
of business.
The Internal Auditors evaluates the efficacy and adequacy of internal control system,
its compliance with operating systems and policies of the company and accounting
procedures at all the locations of the company. Based on the report of the Internal
Auditors, process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective actions thereon are
placed before the Audit Committee of the Board.
II. Internal Controls over Financial Reporting
The Company has in place adequate internal financial controls commensurate with size
and complexity of its operations. During the year, such controls were tested and no
reportable material weakness in the design or operations were observed. The company has
policies and procedures in place for ensuring proper and efficient conduct of its
business,
the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial information.
DETAILS OF JOINT VENTURE, ASSOCIATES OR SUBSIDIARY COMPANY
During the period under review, your company has not entered into Joint ventures; and
the company does not have Associates or Subsidiary during the period 2022-23.
STATUTORY AUDITORS
M/s. Gupta Raj & Co, Chartered Accountants, Statutory Auditors of the Company,
holds office till the conclusion of the ensuing Annual General Meeting and is eligible for
re-appointment. They have confirmed their eligibility to the effect that their
re-appointment, if made, would be within the prescribed limits under the Act and that they
are not disqualified for re-appointment for the period of five year till conclusion annual
general meeting to be held in the year 2028-29.
MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act 2013.
REVIEW OF AUDITORS REPORT
Your directors are pleased to inform you that the Statutory Auditors of the company
have not made any adverse or qualified remarks in their audit report.
COMMITTEES
During the year, in accordance with the Companies Act, 2013 and relevant provision of
SEBI (listing obligation and disclosure requirement) Regulation 2015, the Board
re-constituted some of its committees. There are currently Three Committees on our Board
which are as follows:
a. Audit Committee
b. Stakeholders' Relationship Committee
c. Nomination and Remuneration Committee
Details of all the aforementioned committees along with their charters, composition and
meetings held during the year, are provided in the Report on Corporate Governance.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Secretarial
Audit Report received from M/s. Mayur More & Associates, Practicing Company
Secretaries, is appended as Annexure - II and forms part of this report.
STATUTORY COMPLIANCE
The Board and the Compliance Officer have ensured compliances of the SEBI regulations
and provisions of the Listing Agreement. Compliance certificates are obtained and the
Board is informed of the same.
ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Rule 12 of the Companies
(Management and Administration) Rules, 2014 is furnished in Annexure - III and is attached
to this Report.
According to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013,
every company shall place a copy of the annual return on the website of the company, if
any, and the web-link of such annual return shall be disclosed in the Board's report. The
Annual Return of the Company has been placed on the website of the Company and can be
accessed at https://www.cniresearchltd.com/
CORPORATE SOCIAL RESPONSIBILITIES
During the year under review, provision of Corporate Social Responsibility (CSR) Rule
has not applicable to your company.
GENERAL
Your director's state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
i. Details relating to deposits covered under Chapter V of the Act;
ii. Issue of equity shares with differential rights as to dividend, voting or
otherwise;
iii. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except ESOS referred to in this report;
iv. The Managing Director of the Company does not receive any remuneration or
commission from any of its subsidiaries/Associates;
v. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
Your director's further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that -
a) In the preparation of the annual accounts for the year ended 31st March, 2023, the
applicable accounting standards had been followed along with proper explanation relating
to material departures;
b) 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 at the financial year end on 31st March,
2023 and of the profit and 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 this Act 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 laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively; and
f) 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.
VIGIL MECHANISM POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the company at
www.cniglobalbiz.com under investors/policy documents/Vigil Mechanism Policy link.
RISK MANAGEMENT POLICY
A statement indicating development and implementation of a risk management policy for
the company including identification therein of elements of risk, if any, this in the
opinion of the Board may threaten the existence of the company.
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.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day-to-day business operations of
the company. The code laid down by the Board is known as "code of business
conduct" which forms an Appendix to the Code. The Code has been posted on the
company's website https://www.cniresearchltd.com/.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the period under review, your company doesn't have any transaction relating to
loans, guarantee or investments under section 186.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial
Year with related parties were in the ordinary course of business and on an arm's length
basis. During the year, the Company had entered into certain contract / arrangement /
transaction with related parties which could be considered as material in the opinion of
the Board.
The particulars of such material Contracts or Arrangements made with related parties
pursuant to Section 188 are furnished in Annexure - IV and is attached to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the company is engaged in the service industry, the company does not consume
substantial energy. It is the policy of the management to keep abreast of technological
developments in the field in which the company is operating and to ensure that the company
uses the most suitable technology. During the year, the company had earned Rs. Nil (---)
in the form of Royalty for sale of research reports. There is no outgoing in the form of
foreign exchange. This does not include payments received from overseas partners and
customer directly in Indian rupees.
The report in the prescribed format is given in Annexure - I
MANAGERIAL REMUNERATION
A. Details of the ratio of the remuneration of each director to the median employee's
remuneration and other details as required pursuant to Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
SR No Particulars |
Kishor P Ostwal |
Sangita Ostwal |
1 The ratio of the remuneration of each director to the median remuneration of the
employees of the company for the financial year |
01:02.5 |
01:01.5 |
2 The percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year |
NA |
NA |
3 The percentage increase in the median remuneration of employees in the financial
year |
- |
- |
4 The number of permanent employees on the rolls of company |
4 |
4 |
5 Average percentile increases already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration |
NA |
NA |
6 Affirmation that the remuneration is as per the remuneration policy of the company |
Remuneration is as per the Companies policy |
Remuneration is as per the Companies policy |
B. Details of every employee of the company as required pursuant to 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
There are no employees drawing remuneration in excess of the limits specified in Rule
5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 further amended by Companies (Appointment and Remuneration of Managerial
Personnel) Amendment Rules, 2016. The details of the top ten employees in terms of
remuneration drawn and the name of every other employee as required pursuant to Rule 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
available for inspection during working hours at the Registered Office of the Company
during year.
C. Any director who is in receipt of any commission from the company and who is a
Managing Director or Whole Time Director of the company shall receive any remuneration or
commission from any Holding Company or Subsidiary Company of such Company subject to its
disclosure by the Company in the Board's Report.
During the period under review, Mr. Kishor P Ostwal, Managing Director and Mrs. Sangita
Ostwal, Non-executive director of the company drawing remuneration.
LISTING WITH STOCK EXCHANGES
The company confirms that it has paid the Annual Listing Fees for the year 2023-24 to
BSE Limited where the company's shares are listed.
ACKNOWLEDGEMENTS
Your director's take this opportunity to thank its channel partners, all employees,
analysts, economists, company secretary, registrar, depository, exchange authorities and
bankers who were instrumental in improving the operations of the company.
For CNI Research Limited |
Kishor P. Ostwal |
Chairman & Managing Director |
DIN - 00460257 |
Place: Mumbai |
Date: 11/08/2023 |