Calcutta Stock Exchange Unlisted Shares Annual Reports

Calcutta Stock Exchange Unlisted Shares

The Calcutta Stock Exchange Limited 101st Annual Report 2023-24 Summary: **Corporate Information and Key Personnel:** The report outlines the corporate information of The Calcutta Stock Exchange Limited (CSE) for the financial year 2023-24. Deepankar Bose serves as the Chairman and Public Interest Director. The other Public Interest Directors are Chacko Joseph and Subash Chandra Misra. The Shareholder Director is Manas Dhar. The registered office is located at 7, Lyons Range, Kolkata – 700 001, with the website www.cse-india.com. The Registrar & Share Transfer Agents are C B Management Services (P) Limited. Key bankers include Axis Bank, HDFC Bank Limited, and Punjab National Bank. The auditors are Ray & Ray, Chartered Accountants, and the internal auditors are KGRS & Co., Chartered Accountants. The solicitors are Uttam Kumar Mandal, Advocate. **101st Annual General Meeting:** The 101st Annual General Meeting is scheduled for Friday, September 20th, 2024, and will be conducted via Video Conference at 5:00 PM. **Financial Performance (Standalone):** The report summarizes the audited financial results for the year. The total income of the Exchange on a standalone basis was Rs. 2637.90 lakhs. The profit before tax and contributions to Settlement Guarantee Fund and Investors' Service Fund was Rs. 863.28 lakhs, compared to Rs. 409.41 lakhs for the previous year. Profit after tax and contributions to Settlement Guarantee Fund and Investors' Service Fund for the year was Rs. 59.19 lakhs, compared to Rs. 10.83 lakhs for the previous year. The board is not considering payment of dividend due to deficit in the Profit & Loss account amounting to Rs. 211.80 Lakhs. **Subsidiaries & Operations:** The Company has two subsidiaries as of March 31, 2024: CSE Capital Markets Pvt. Ltd. (CCMPL) and Lyons Range Securities Clearing Corporation Ltd. (LRSCCL). CCMPL, a wholly-owned subsidiary, is engaged in depository operations with both CDSL and NSDL. CCMPL earned a profit after tax of Rs. 21.78 lakhs. LRSCCL will commence commercial operations of a Clearing Corporation after receiving approval from SEBI and profit after tax was Rs.2.23 lakhs. **Regulatory & Compliance:** The Exchange has initiated steps for collection of old listing fee dues from the suspended companies and substantial collections have been made. The Exchange approved the Voluntary Delisting of 23 companies and Compulsory Delisting of 3 companies. The total number of listed companies is 1816 as of 31st March, 2024. The Exchange has filed an appeal before a Division Bench of the Hon'ble High Court at Calcutta, seeking a stay against the exit process initiated by SEBI. The Division Bench vide order dated March 29, 2017 has stayed the exit process initiated by SEBI till the appeals are heard. The Hon'ble Division Bench in the High Court at Calcutta directed the Exchange to be at liberty to establish a Clearing Corporation or to tie up with another Clearing Corporation. The Exchange has appointed Delloite Touche Tohmatsu India LLP as Consultant for setting up of a faster resumption of equity trading platform for CSE and has made an application before the Hon'ble Division Bench seeking extension of time. The company has received declarations from all Public Interest Directors (PIDs) that they have met the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. **Corporate Governance and Social Responsibility:** The Exchange has adopted a Code of Conduct for Directors, as recommended by SEBI. The Board has constituted various Statutory Committees in accordance with the provisions of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018. In accordance with the SEBI Circular dated June 25, 2024, new Board Members have been inducted in the various Board Committees of the Exchange. The details pertaining to composition, terms of reference, meetings held and attendance thereat of various Statutory Committees for the year have been enumerated in Corporate Governance Report forming part of this Annual Report. As required under Regulation 35 of the Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018, disclosure requirements and corporate governance norms as specified for listed companies apply mutatis mutandis to CSE. The Corporate Social Responsibility Policy [CSR Policy] appears on the Company's website www.cse-india.com and disclosures as required under Rule-9 of the Companies (Accounts) Rules, 2014. **Other Key Points:** * The Exchange continues to work in the interest of investors and to protect their interests through its Investor Services Cell and participation in SEBI's SCORES system. * The Exchange has a zero tolerance policy for sexual harassment at the workplace and has an Internal Complaints Committee. * There were no foreign exchange earnings or outgo during the year. * Management Discussion & Analysis and Report on Corporate Governance are included as parts of the annual report. * The annual return will be placed on the website www.cse-india.com * The Hon'ble Division Bench in the High Court at Calcutta, directed the Exchange to be at liberty to establish a Clearing Corporation in compliance with the provisions of SECC Regulations, 2012 or to tie up with another Clearing Corporation. The Exchange has appointed Delloite Touche Tohmatsu India LLP as Consultant for setting up of a faster resumption of equity trading platform. **Future Strategy:** The Calcutta Stock Exchange (CSE) is preparing for a comeback, considering starting its own trading platform and setting up its own Clearing Corporation through a subsidiary or tie-up with recognized clearing corporations. CSE is focused on leveraging its strengths and achieving high operational standards through advanced technology. Deloitte India was onboarded as the consulting partner. CSE also proposes to strengthen its ongoing Investor Awareness. This comprehensive summary captures the critical components of the provided document, including its financial standing, strategic initiatives, compliance and governance structures, and future outlook.

Calcutta Stock Exchange Unlisted Shares

The Calcutta Stock Exchange Limited Annual Report 2022-23 Summary: The Board of Directors of The Calcutta Stock Exchange Limited (CSE) presents the company's 100th Annual Report for the Financial Year 2022-23. The total income of the Exchange on a stand-alone basis stood at Rs.1788.96 lakhs, compared to Rs.486.23 lakhs in the previous year. The profit for the financial year 2022-23 stood at Rs.10.83 lakhs compared to Rs.11.26 lakhs for the previous year. The Board has not proposed any dividend or transfer of funds to any Reserve for the financial year ended 31st March, 2023. **Operations and Regulatory Compliance** The Exchange received no applications for direct listing. It approved the Voluntary Delisting of 43 companies and Compulsory Delisting of 2 companies as per SEBI laws. The total number of listed companies in the Company is 1842 as of 31st March 2023. **Subsidiary Performance** CSE Capital Markets Pvt. Ltd. (CCMPL), a wholly owned subsidiary, is engaged in depository operations. Profit earned after tax for the year amounted to Rs.27.39 lakhs. Lyons Range Securities Clearing Corporation Ltd. (LRSCCL), continues as an indirectly wholly owned subsidiary. The Profit after tax from LRSCCL was Rs.1.04 lakhs. **Investor Services & Code of Conduct** The Exchange continues to work in the interest of investors and protect their interests. The Investor Services Cell handled complaints. A Code of Conduct for Directors, as recommended by SEBI, has been adopted. **Board Structure and Governance** The Governing Board comprised of three Public Interest Directors (PIDs). Mr. Samit Ray, Shareholder Director retires by rotation at the ensuing Annual General Meeting and offers himself for re-appointment. Several changes occurred to the Board of Directors during the year, including appointments and resignations of PIDs and Shareholder Directors. The Company has received declarations from all the PIDs that they have met the criteria of independence and "fit and proper" criteria. **Committees and Meetings** The Board has constituted various Statutory Committees. During the year, seven Board Meetings took place. **Directors' Responsibility Statement** The Directors confirm that the applicable accounting standards have been followed, accounting policies were applied consistently, proper and sufficient care was taken for maintaining accounting records, the annual accounts were prepared on a going concern basis, internal financial controls were adequate and operating effectively, and proper systems were devised to ensure compliance with applicable laws. **Material Changes, Subsidiaries, and Other Information** BSE issued notice of termination relating to Section-13 Agreement effective from 18th July 2023. Subsequently, NSE also intimated that they would withdraw the facility effective from 19th August 2023. The Company filed a writ petition challenging the notice of NSE. The Exchange has two wholly-owned Subsidiary Companies viz. CSE Capital Markets Private Limited (CCMPL) and Lyons Range Securities Clearing Corporation Limited (LRSCCL). The company invested Rs.25 lakhs in LRSCCL as rights share. **Conservation of Energy and Technology Absorption** The Company has installed an environment friendly 10.2 KWP Grid Connected Solar Power Plant. CSE endeavors to keep abreast of technological advancements. **Financial Data and Auditors** There were no foreign exchange earnings. The shareholders of the company appointed M/s Ray & Ray, Chartered Accountants, as Statutory Auditors. The Auditors have mentioned uncertainty in the recoverability of Rs.94,34,22,919/- receivable from defaulting members. The Board believes that the company has sufficient resources to meet its obligations. Management Discussion & Analysis forms part of this Annual Report. **Internal Control, Risk Management, and CSR** The Company has a robust system of Internal Financial Control. The Company has in place an Enterprise Risk Management framework. The Board expresses its appreciation for the dedication and sincere services rendered by the employees. The Corporate Social Responsibility Policy appears on the Company's website. **Investor Education and Other Compliances** The Company complied with provisions relating to transfer of Unpaid/Unclaimed Dividend and transfer of shares to IEPF Authority. The company operated normally after the Covid period is over. 85.54% of the company's paid up equity share Capital is in dematerialized form as on 31st March, 2023. **Future Strategies** With a rich legacy, CSE is poised to scale greater heights. CSE will leverage its strengths and pursue a focused strategy for growth in close consultation with SEBI. With the approval of the SEBI and subject to the decision of the Hon'ble High Court, Calcutta, CSE expects to resume its trading and settlement functions on its own platform in the near future with state-of-the-art technology and to also expand it's portfolio to include currency and commodity trading. CSE also proposes to strengthen its ongoing Investor Awareness, Research and Capacity building programs and to also provide advisory support for promoting a startup culture.

Calcutta Stock Exchange Unlisted Shares

The Calcutta Stock Exchange Limited's 99th Annual Report for the financial year 2021-22 presents the company's audited financial statements. **Financial Performance:** * The total income of the Exchange on a stand-alone basis was Rs. 1674.69 lakhs. * Profit before tax and contributions to Settlement Guarantee Fund (SGF) and Investors' Service Fund (ISF) was Rs. 486.23 lakhs, compared to Rs. 181.40 lakhs in the previous year. * After contributions to SGF and ISF, the profit for 2021-22 was Rs. 11.26 lakhs, compared to a loss of Rs. 121.27 lakhs in 2020-21. * The Board did not propose any dividend or transfer any funds to reserves due to the marginal profit. **Subsidiary Performance:** * CSE Capital Markets Pvt. Ltd. (CCMPL), a wholly-owned subsidiary engaged in depository operations, reported a profit after tax of Rs. 13.23 lakhs, considered for consolidation. * Lyons Range Securities Clearing Corporation Ltd. (LRSCCL), an indirectly wholly-owned subsidiary, continued its operations and made a profit of Rs. 1.03 lakhs mainly through investment income. It will commence commercial operations after receiving SEBI approval. **Operations & Regulatory Compliance:** * The Exchange provided members the opportunity to trade uninterruptedly during the COVID-19 pandemic. * No applications for direct listing were received, and Amnesty Schemes were used to collect old listing dues. * The Exchange approved the voluntary delisting of 45 companies under SEBI regulations, bringing the total number of listed companies to 2159 as of March 31, 2022. * An appeal filed by the Exchange against an order dated April 12, 2016, is in progress before the Hon'ble Division Bench of Calcutta High Court. * The Exchange adheres to the SECC Regulations 2018. It is compliant with Corporate Governance norms, with Corporate Governance Report included. * The CFO of the Exchange provided required certifications to the Board. **Board and Committees:** * The Board of Governors included three Public Interest Directors (PIDs) and one Shareholder Director as of March 31, 2022, with the resignation of Mr. Gautam Ganguli effective May 17, 2022. * Dr. Abhirup Sarkar was nominated by the West Bengal Infrastructure Development Finance Corporation Limited and joined the Board on May 27, 2022. * New Board Members were inducted into various Board Committees, and ten Board Meetings took place during the year. * The Exchange is not required to appoint committees envisaged under Sections 177 or 178 of the Companies Act, 2013. * Code of Conduct for Directors has been adopted and is available on the Exchange's website. * All Directors affirmed compliance with the Code of Conduct for Prevention of Insider Trading. **Other Key Points:** * The Exchange has neither accepted nor renewed fixed deposits from the public or shareholders. * There were no material changes or commitments affecting the company's financial position after April 1, 2022. * The exchange has a Corporate Social Responsibility (CSR) policy and CSR activities are detailed in Annexure-3. * There was an Internal Complaints Committee in place. * The Exchange continues efforts at collaborating with academic institutions. The CUCSE-CEFM centre has been setup at the Calcutta University focusing on capital markets, financial inclusiveness and ethics. * The Board expressed appreciation for the services rendered by the employees. **Auditor's Report and Financials:** * The Auditor's Report notes uncertainties related to the recoverability of receivables from defaulting members (Rs. 94,34,22,919) and the outcome of the company's appeal pending before the Division Bench of the Hon'ble High Court at Calcutta which may cast significant doubts about the Company's ability to continue as a going concern in respect to its stock exchange operations only. * The company has recognized an identical amount received from Settlement Guarantee Fund (SGF) as liability, so the interests of the Exchange stands fully protected. * Standalone and Consolidated Financial Statements are included, with detailed notes. The company's website has more financial details, including subsidiaries' audited financials. **Management Discussion & Analysis:** * Highlights the impact of COVID-19, industry structure and development, and current market developments. * Recognizes the importance of financial intermediaries such as stock exchanges. * Discusses reforms in the securities market and efforts to maximize economic activities. * CSE continues to provide trading facilities on the NSE and BSE platforms despite its own platform being non-operational. It also allows the eligible listed companies to be traded in NSE and BSE without separately listed there. * Key strategies focus on growth and working with SEBI to resume trading and settlement functions and expand the scope to also include currency and commodity trading. The Exchange will also strengthen its ongoing awareness programmes and provide start up advisory support. The registered office of The Calcutta Stock Exchange Limited is at 7, Lyons Range, Kolkata - 700 001, and the website is www.cse-india.com.