Your Directors are pleased to present the 25th Annual Report of the Company togetherwith the Audited Financial Statements for the year ended 31st March 2017.
STANDALONE FINANCIAL RESULTS
(Amount In Rs.)
| ||2016-2017 ||2015-2016 |
|Particulars || || |
|Total Income ||1731125 ||2377448 |
|Total Expenditure ||925673 ||949101 |
|Profit before exceptional and extraordinary items and tax ||805453 ||1428347 |
|Less: Exceptional item ||- ||- |
|Profit before extraordinary items and tax ||805453 ||1428347 |
|Tax (Excess Provision Last Year) ||(143896) ||80153 |
|Net Profit/(Loss) After Tax ||949349 ||1348194 |
From the perusal of the accounts for the year ended 31st March 2017 you will observethat the Company has earned a net profit of Rs. 949349 during the year compare to Rs.1348194 last year. The company's total income decreased from Rs. 2377448 toRs.1731125 . The EPS of the company for the year under review is Rs 0.19 which is lessas compared to previous financial year. The Directors are hopeful that company will dobetter during the current year.
Your Directors do not recommend any dividend during the year under review.
Your Company is a non-deposit taking category NBFC Company. Your Company does not haveany public deposits within the meaning of Section 73 of the Companies Act 2013.
CHANGES IN SHARE CAPITAL
During the year under review there were no change in the issued subscribed andpaid-up share capital of the Company.
STATE OF AFFAIRS OF THE COMPANY
Being an Non Banking Finance Company its major activity is of granting loan andadvances and making investment . The company is driven by the people who possessesrelevant talent concerning the activity of the company with an aim to move a company onestep ahead from where it presently stands.
INSPECTION OF BOOKS OF ACCOUNTS OF THE COMPANY AND OTHER STATUTORY RECORDS
The Regional Director carried out inspection of Books of Accounts and other statutoryrecords under section 206(5) /207 of the Companies Act2013. Pursuant to the saidinspection various Show Cause Notices has been issued for violation of various section ofthe Companies Act2013.
The violation mentioned in the show cause notices are compoundable and hence the Boardof Directors of the Company have decided to file compounding application in few casescontest legally in few cases and submit additional facts in few cases to the regulatoryauthority.
CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the year.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
During the year under review there were no material change and commitment affectingthe financial position of the Company.
CORPORATE SOCIAL RESPONSIBILITY
The aforesaid provisions were not applicable to the Company during the year underreview.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethere under and the Articles of Association of the Company Mr. Naresh Manakchand Jain(DIN-00291963) Director of the Company liable to retire by rotation at the ensuingAnnual General Meeting and being eligible offered himself for re-appointment.
Mrs. Preeti Doshi and Mr. Suryakant Kadakane was appointed as an Additional Director ofyour Company with effect from March 18 2017 .
Mr. Januram Choudhary & Mr. Shailendra Kumar Patni had resigned from the Board onMarch 14 2017 and March 152017.The Board places on record its appreciation for thecontributions made by aforesaid directors during their tenure as Director of the Company.
Mr. Asish Narayan was appointed as Company Secretary and Compliance Officer w.e.f 12thNovember2016 and had resigned from the said post w.e.f 31st December2016. Similarly Mrs.Sanhita Narayan was appointed as Company Secretary and Compliance Officer w.e.f 27thJanuary2017 and had resigned from the said post w.e.f 14th April2017.
Pursuant to the provisions of the Companies Act 2013 and SEBI(LODR) Regulations2015the Board has carried out an annual evaluation of its own performance the directorsindividually as well as of the Board Committees.
The evaluation was based on questionnaire prepared which assessed the performance ofthe Board and functioning of the Committees. The evaluation criteria for the Directors wasbased on their participation contribution and offering guidance which are relevant tothem in their capacity as members of the Board.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate its functionsof governance and management. As on 31st March 2017 the Board consists of 5(Five)members. Out of which three are Independent Directors One is Executive Director and Oneis Non Executive Director.
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub section (3) of Section 178 of the Companies Act2013 adopted by the Board and are stated below. We affirm that the remuneration paid tothe directors is as per the terms laid out in the nomination and remuneration policy ofthe Company.
REMUNERATION POLICY FOR EXECUTIVE AND NON EXECUTIVE AND INDEPENDENT DIRECTORS ARE ASFOLLOWS
The remuneration if payable to executive directors shall be paid in consultation withthe Nomination & Remuneration Committee who decides the remuneration structure forExecutive Directors by considering the financial position of the Company qualificationexperience of the directors trend in the industry past performance past remunerationand limits prescribed for remuneration of Executive Directors i.e 10 % of net profit ofthe company calculated in the manner prescribed under the Companies Act 2013 and subjectto necessary approvals thereunder. The Nomination & Remuneration Committee ensuresthat remuneration if any payable to executive directors does not exceeds the prescribedlimits.
NON EXECUTIVE AND INDEPENDENT DIRECTORS
The Non-Executive and Independent Directors of the Company may be paid remunerationperiodically or may be paid commission within the overall limit of 1% of the Net Profit ofthe Company calculated in the manner prescribed under the Companies Act 2013 and subjectto necessary approvals thereunder. In addition to commission if any Non-ExecutiveDirectors are paid sitting fees and actual reimbursement of expenses incurred forattending each meeting of the Board and Committees.
COMMITTEES OF THE BOARD
The Company has the following Committees of the Board:
1. Audit Committee
2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee
The composition of each of the above committees their respective role andresponsibility is in conformity with the provisions of the Companies Act2013 andSEBI(LODR)Regulations2015.
During the year under review 6(Six) Board Meetings were held on 30.05.201601.08.2016 12.08.2016 12.11.2016 27.01.2017 and on 18.03.2017. The intervening gapbetween the meetings did not exceed the period prescribed under the Act.
MEETING OF INDEPENDENT DIRECTORS
Pursuant of the provision of Section 149 (8) of the Companies Act 2013 read withSchedule IV and SEBI(LODR)Regulations2015 the Independent Directors of the Company heldtheir meeting on 27th January2017.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director pursuantto the requirement of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in section 149(6) of the Companies Act 2013 andSEBI(LODR)Regulations2015.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 15 of SEBI (Listing Obligations and DisclosureRequirement)Regulations2015 the compliance with the Corporate Governance provisionsspecified in Regulations 17 to 27 and Clauses (b) to (i) of sub-regulation(2) ofRegulation 46 and para CD and E of Schedule V shall not apply to the Company and hencethe Corporate Governance Report does not forms part of this report.
RELATED PARTY TRANSACTIONS
All Contracts / Arrangements / Transactions entered by the Company during the financialyear with related parties were in ordinary course of business and on arm's length basis.The board has approved a policy for related party transactions which has been hosted onthe website of the Company. The related party transactions wherever necessary are carriedout by company as per this policy. There were no materially significant related partytransactions entered into by the company during the year which may have potentialconflict with the interest of the company at large. Hence there does not exists anydetails to be maintained in Form AOC-2 which is attached as Annexure I.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Since the Company is Non-Banking Financial Company registered with the RBl thedisclosures pertaining to Loans Guarantees and lnvestments covered under the provisionsof Section 186 of the Companies Act 2013 are not applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements)2015forms part of this report.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return as provided in Form MGT-9 for financial year 2016-17is attached as
Annexure - II .
RISK MANAGEMENT POLICY
In accordance with the requirement of SEBI (LODR) Regulations2015 the company haslaid down the procedures about the risk assessment and minimization so that various riskassociated with the business of the company are pre-determined and suitable measures arebeing taken to mitigate such risks thereby interest of the stakeholders is being enhancedand protected.
WHISTLE BLOWER POLICY
The Company has formulated a policy known as 'Whistle Blower Policy' to allow andencourage employees to bring to the Management notice directly without necessarilyinforming their superiors about suspected unethical behaviour malpractice wrongfulconduct fraud violation of the Company's policies including code of conduct by anyemployee/director in the Company without fear of reprisal. The Company further undertakesthat it has not denied any personnel access to the Chairman of Audit Committee withrespect to the same. Aforesaid policy is available on the website of the Company i.e.www.aagamcap.com.
INTERNAL CONTROL SYSTEMS
The Companies Act 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules 2014emphasizes the need for an effective Internal Financial Control system in the Companywhich should be adequate and shall operate effectively. The Company has devised propersystem of internal financial control which is commensurate with size and nature ofBusiness. Even the Board has appointed M/s. Dhawan & Co Chartered Accountants as anInternal Auditor in order to ensure proper internal control.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act 2013 theBoard of Directors of the Company hereby confirm that :
(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period.
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the Directors have prepared the annual accounts for the financial year ended31stMarch 2017 on a 'going concern' basis.
(v) the internal financial controls laid and have been followed by the company and thatsuch controls are adequate and are operating effectively.
(vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
STATUTORY AUDITORS AND HIS REPORT
M/s. Motilal & Associates Chartered Accountants (FRN : 106584W) have beenappointed as the Statutory Auditors of the Company to hold office till the conclusion ofthe 26th Annual General Meeting to be held in the calendar year 2018 (subject toratification by the members at every Annual General Meeting). The company has received aconfirmation from the said auditors that they are not disqualified to act as the auditorsand are eligible to hold the office as auditors of the Company. Necessary resolution forratification of appointment of the said auditors is included in the notice of annualgeneral meeting for seeking approval of members.
There is no qualification reservation or adverse remark or disclaimer in audit reportissued by the auditors of the Company.
SECRETERIAL AUDITOR AND HIS REPORT
In accordance with the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had appointed Mr. Suprabhat Chakraborty (Membership No. 41030 C.P No 15878)Practicing Company Secretary to undertake the Secretarial Audit of the Company for thefinancial year 2016-2017. The Secretarial Audit Report is annexed herewith and marked as Annexure- III to this report.
The Secretarial Auditor has qualified his report with respect to the following :-
(i) The Board of Directors have not given any explanation or comments in the Board'sReports on qualification reservation or adverse remark or disclaimer made by the companysecretary in practice in his secretarial audit report for the year ended 31st March2016.
The Board of Directors of the company would like to state that it was inadvertentlyomitted to comment the qualification reservation and adverse remark made by thesecretarial auditor in the Board Report but the directors of the company ensures that theyhave taken due care to mention it in the minutes book of the company and same thing willnot be repeated in the future.
M/s Dhawan & Co. Chartered Accountants (FRN-002864N) was appointed to conduct theInternal Audit of the Company for the financial year 2016-17 as required under Section138 of the Companies Act 2013 and Rules made there under.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
PARTICULARS OF EMPLOYEES
Considering the provisions of Section 197(12) of the Act read with the relevant rulesand having referred to provisions of the First Proviso to Section 136(1) of the Act theAnnual Report is being sent to the members of the Company excluding details ofparticulars of employees and related disclosures. The said information/ details areavailable for inspection at the Registered Office of the Company during working hours onany working day. Any Member interested in obtaining this information may write to theCompany Secretary and this information would be provided on request.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your Company is committed to provide a safe healthy and congenial atmosphereirrespective of cast creed or social class of the employee. Your Company affirms thatduring the year there were no complaints reported under the Sexual Harassment of Woman atworkplace (Prevention Prohibition and Redressal) Act 2013.
CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as prescribed under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of Companies (Accounts) Rules 2014 are given in Annexure - IVannexed hereto and forms part of this Report.
Your Directors place on record their appreciation for guidance and support receivedfrom Regulatory Authorities Banks Financial Institutions Shareholders BusinessAssociates. Your Directors also wish to place on record their sincere appreciation for thededicated efforts and consistent contribution made by the employees at all levels toensure that the company continues to grow and achieve a new height.
|Date :- 10.08.2017 || || |
|Place:- Mumbai ||For and on behalf of the Board of Directors || |
| ||Sd/- ||Sd/- |
| ||Anil Kothari ||Naresh Jain |
| ||Chairman ||Director |
| ||(DIN: 01991283) ||(DIN:00291963) |