TO THE SHARE HOLDERS
We have pleasure in presenting the Annual Report of the Company and the auditedstatement of accounts for the year ended 31st March 2014. A summary of the financialresults is given below. The performance of the Company during the year improved robustlycompared to that of the last year.
This report has been prepared on the basis of the legal requirements under theCompanies Act 1956. As per General Circular No.08/2014 issued by the Ministry ofCorporate Affairs (MCA) dated 04/04/2014 the provisions of the Companies Act 2013 willbecome applicable for all disclosures required under the Act for the year 2014-15 andsubsequent years.
FINANCIAL HIGHLIGHTS :
The financial performance of the Company for the year ended March 31 2014 issummarized as below:
|PARTICULARS ||2013 - 2014 ||2012 - 2013 |
|Income ||17400000 ||16200000 |
|Expenditure ||3800000 ||1300000 |
|Profit/ (Loss) before interest & Depreciation ||13600000 ||14900000 |
|Less: Interest ||Nil ||200000 |
|Less: Depreciation ||Nil ||Nil |
|Net Profit/ (Loss) for the year before taxation ||13600000 ||14700000 |
|Less: Provision for Taxation ||4200000 ||4100000 |
|Net Profit / (Loss) after Deferred Tax ||9400000 ||10600000 |
OPERATIONAL REVIEW :
During the year under review the company made a net profit of Rs. 9400000/- duringthe year under review as compared to Rs. 10600000/-during the previous year. Our grossprofit is more than previous year but increase in operational expenses has impacted thenet profits during the year under review.
Also during the year under review the Company issued shares 1350000 of Rs. 10 eachat a premium of Rs. 40/- per share to the promoters of the Company so as to bringliquidity in the Company by way of fresh fund infusion in the Company and the funds havebeen utilized for the purpose for which they were raised. This has helped buildinginvestors confidence in the Company and will help company to achieve better performance inthe coming years.
The Company has drawn detailed plans to improve the performance by increasing therevenue stream by initiating the following steps:
Expand the suite of products and enhance the customer base of retail clients
Aggressively pitch for and secure an increased market share in the investmentbanking business Increase interaction with the institutional investors and tapping of thebusiness through value addition/research products.
After considering the financial results for the financial year your Directors are ofthe opinion that it is prudent that no dividend be declared for the year under review sothat the profits earned in the financial year can be ploughed back and utilized towardsvarious growth and other expansion plans.
The Statutory Auditors of the Company M/s SRY & Associates Chartered Accountantsretire at the ensuing Annual General Meeting and are not seeking re-appointment. M/sBhadresh Sanghvi and Associates Chartered Accountants are to be appointed in place ofM/s SRY & Associates Chartered Accountants.
Your Directors propose appointment of M/sBhadresh Sanghvi and Associates CharteredAccountants whose appointment as been duly approved by the Audit Committee and who shallhold office from the conclusion of this meeting till the conclusion of the sixth annualgeneral meeting with this meeting being counted as the first meeting and will be subjectto ratification in every Annual General Meeting till the sixth Annual General meeting byway of passing of an ordinary resolution and to fix their remuneration.
Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules 2014 hasbeen received from the Auditors to the effect that the Auditor is eligible for appointmentand is not disqualified for appointment under the Act the Chartered Accountants Act 1949and the rules or regulations made there under and proposed appointment is within thelimits laid down by or under the authority of the Act.
RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIES ACT 2013 :
The Board of Directors in its meeting held on 14th August 2014 reconstituted the Boardof Directors of the Company in pursuant to various provisions of the Companies Act 2013 asfollows:
|Sr. No. ||Name of Directors ||Designation ||KMP position held |
|1. ||Bhavesh Makwana ||Managing Director ||Managing Director |
|2. ||Meeta Rathod ||Whole Time Director ||Chief Executive Officer |
|3. ||Navin Rathod ||Chairman & Whole Time Director ||Chief Financial Officer |
|4. ||Sagar Ruparelia ||Non Executive Independent-Director ||- |
|5. ||Tejas Nagindas Mehta ||Non Executive Independent-Director ||- |
|6. ||Vandana Bhanushali ||Non Executive Independent-Director ||- |
AUDITORS REPORT :
The Auditors Report to the shareholders on the Accounts of the Company for theFinancial year ended March 31 2014 does not contain any qualification and the statementsmade therein are self- explanatory.
PUBLIC DEPOSITS AND LOANS/ADVANCES :
Your Company has not accepted any deposits as specified under section 58A of theCompanies Act 1956 from the public or its employees and as such the question ofrepayment of any amount of principle or interest does not arise.
Aarya Equity (India) Private Limited the subsidiary Company is in the business ofShare Brokers as the member of Bombay Stock Exchange (BSE) and National Stock Exchange(NSE). Being a new business it has taken some time to establish the requisite manpowerexperience and expertise. Now the company is fully geared up to take a major plunge intothe business of Share Broking and the coming year looks more promising.
In compliance with the requirement of section 212 of the Companies Act 1956Directors Report along with the Statement of Accounts of Aarya Equity (India)Private Limited the subsidiary of your Company for the year ended 31st March 2014 areappended to the Annual Report.
LISTING ARRANGEMENTS :
|Stock Exchange ||Address |
|THE LUDHIANA STOCK EXCHANGE LIMITED ||LSE Building Feroze Gandhi Market Ludhiana - 141 001 |
|THE BOMBAY STOCK EXCHANGE ||25th Floor Phiroze Jee Jee Bhoy Towers Dalal Street Mumbai - 400 001 |
|THE DELHI STOCK EXCHANGE LIMITED ||DSE House 3/1 Asaf Ali Road New Delhi-110002 |
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
In accordance with the provisions of Clause 49 of the Listing agreement entered intowith the Stock Exchange the Management Discussion and Analysis Report is given separatelyand forms a part of the Annual Report.
CORPORATE GOVERNANCE :
The Company is committed to maintain the highest standards of Corporate Governance.Your Directors affirmed to the requirements set out in the Listing Agreement with theStock Exchanges and have implemented all the stipulations prescribed.
The Report on Corporate Governance as stipulated under Clause 49 of the ListingAgreement with the Stock Exchanges forms part of the Annual Report.
The requisite certificate from the Auditors of the Company M/s. SRY & Associatesconfirming compliance with the conditions of Corporate Governance as stipulated under theaforesaid Clause 49 is annexed to this Report.
COMPANY SECRETARYAS THE KEY MANAGERIAL PERSONNEL :
Pursuant to provisions of section 203 the Company is putting its efforts to appointwhole time Company Secretary who will act as the Key Managerial Personnel under theprovisions of Companies Act 2013
DEPOSITORY SYSTEM :
Majority of the shares of Your Company is compulsorily tradable in electronic form. Ason 31st march 2014 86.86% of the Total Equity Shares Capital was held in dematerializedform with the National Securities Depository Limited (NDSL) and Central DepositoryServices (India) Limited (CDSL).
In view of the numerous advantages offered by the Depository system members holdingshares in physical mode are advised to avail of the facility of dematerialization fromeither of the Depositories.
CAPITAL & FINANCE :
During the year under the review the Company has consolidated the Face Value of Sharesfrom Re.1/-to Rs. 10/-and also has made an issue of Equity Shares in form of PreferentialAllotment to M/s. Aroha Chem Trading LLP and thus there has been change in the issuedcapital of the Company which as on 31st March 2014 stands at Rs. 123983900/-consisting of 12398390 Equity Shares of Rs. 10/- each. Further funds raised throughpreferential issue have been utilized in accordance with the terms of the issue and forthe purpose for which the funds were raised)
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956 withrespect to Directors Responsibility Statement it is hereby confirmed that:
(i) In the preparation of the annual accounts for the year ended March 31 2014 theapplicable accounting standards read with requirements set out under Schedule VI of theCompanies Act 1956 have been followed and there are no material departures from thesame;
(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2014 and of the profit ofthe Company for the year ended on that date;
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and
(iv) The Directors have prepared the annual accounts of the Company on a goingconcern basis.
PARTICULARS OF EMPLOYEE :
During the year under review no employee of the Company was in receipt of remunerationexceeding the limits prescribed under Section 217(2A) of the Companies Act 1956 readwith the Companies (particulars of employees) Rules 1975.
Thus furnishing of particulars under the Companies (particulars of employees) Rules1975 does not arise.
DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIAL YEAR ENDED 31ST MARCH2014 :
There has not been any material change in the nature of business or operation of theCompany since the end of the financial year ended 31st March 2014 till the date of thisAnnual Report.
INFORMATION UNDER SECTION 217(1)(E) OF THE COMPANIES ACT 1956 I. Conservation ofEnergy
Your Company being engaged in non manufacturing business does not have any activityrelating to conservation of energy.
II. Research & Development (R&D)
Specific R&D Activities: There is no Research and Development activity in theCompany.
Benefits derived as a result of above R&D: N.A.
Future Plan of Action: NIL
Expenditure on R & D: NIL
III. Technology Absorption Adaptation and Innovation
Efforts in brief made towards Technology absorption etc.: NA
Benefits derived as a result of above: N.A
Technology imported years of Import Has technology been fully absorbed? If not fullyabsorbed areas where this has not taken place reasons there for and future plans ofaction: N.A
IV. Foreign exchange earnings and outgo
During the period under review there was no foreign exchange outflow from your Companyand it had no foreign exchange earnings.
The Board Expresses its great gratitude and thanks to the clients businessassociates principals bankers regulators exchanges depositories and shareholders fortheir valuable contribution towards the progress of the company. Your Directorsparticularly wish to place on record their sincere appreciation of the best efforts putin by the employees at all levels.
| ||By Order of the Board of Director |
|Place : Mumbai ||sd/- |
|Dated : 14 th August 2014 ||Bhavesh Makwana |
| ||DIN : 00459316 |
| ||Managing Director |