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Abhinav Capital Services Ltd.

BSE: 532057 Sector: Financials
NSE: N.A. ISIN Code: INE516F01016
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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 90.00
PREVIOUS CLOSE 90.00
VOLUME 4
52-Week high 96.00
52-Week low 86.00
P/E 27.52
Mkt Cap.(Rs cr) 62.28
Buy Price 90.00
Buy Qty 1.00
Sell Price 0.00
Sell Qty 0.00
OPEN 90.00
CLOSE 90.00
VOLUME 4
52-Week high 96.00
52-Week low 86.00
P/E 27.52
Mkt Cap.(Rs cr) 62.28
Buy Price 90.00
Buy Qty 1.00
Sell Price 0.00
Sell Qty 0.00

Abhinav Capital Services Ltd. (ABHINAVCAPITAL) - Director Report

Company director report

Your Directors have pleasure in presenting the Annual Report of ABHINAV CAPITALSERVICES LIMITED with the Audited Statement of Accounts for the year ended on March 312015.

FINANCIAL PERFORMANCE

The financial highlights of the Company for the year ended March 31 2015 are presentedbelow:-

For the year ended 31.03.2015 For the year ended 31.03.2014
Particulars
Income from Operation 22192362 12412634
Interest and other income 1230430 (4279517)
Gross Income 23422792 8133117
Operating Expenses (excluding depreciation) 1583218 3614231
Profit before Depreciation Provisions and Tax 21839574 4518886
Depreciation 516286 322941
Provision for Tax 7380649 3653264
Other Provisions
Net Profit for the period 13942639 542681
Appropriations:
Transfer to General Reserve
Proposed Dividend
Tax on Dividend
Surplus carried to Balance Sheet 13942639 542681
TOTAL 13942639 542681

Financial Results: -

From the perusal of the accounts for the year ended 31st March 2015 you will observethat the Company has earned a Net profit of Rs. 13942639/- during the year Compare toRs.542681/- last year . The Directors are hopeful that the Company will do better duringthe current year.

Reserves

The Company do not recommend to transfer any amount to the General Reserves.

Dividend

The Directors do not recommend the payment of dividend for the year under review.

Extract Of Annual Return:

The extract of Annual Return as provided under sub-section (3) of section 92 of theCompanies Act 2013 ('the Act') in prescribed form MGT-9 is enclosed as Annexure 8A tothis report.

Directors & Key Managerial Personnel

Mr. Girish Desai Director is retiring by rotation at the ensuing Annual GeneralMeeting of the Company and is eligible for re-appointment & he has offered himself forre-appointment.

Ms. Gayatri Sonawane having DIN 07251680 was appointed as an Additional IndependentDirector of the Company to hold office upto the Annual General Meeting of the Company interms of section 161 of the Companies Act 2013 read with article 149 of the Articles ofAssociation of the Company.It is proposed to appoint Ms. Gayatri as an IndependentDirector of the Company for a term of upto five years in terms of section 149 152 &other applicable provisions if any of the Companies Act 2013 read with Companies(Appointment and Qualification of Directors) Rules 2014 at the ensuing Annual GeneralMeeting of the Company.

Appropriate resolutions for the appointment/re-appointment of Directors are beingplaced for your approval at the ensuing Annual General Meeting.

Declaration By Independent Directors

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013

Familiarisation Programme For The Independent Directors

In compliance with the requirements of the clause 49 of the Listing Agreement theCompany has put in place a Familiarisation Programme for the Independent directors tofamiliarize them with the Company their roles rights responsibilities in the Companynature of the industry in which the Company operates business model etc.

Meeting Of Independent Directors

The Independent Directors met once during the year under review. The Meeting wasconducted in an informal manner without the presence of the Chairman the ManagingDirector the Non-Executive Non-Independent Directors and the Chief Financial Officer

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report

Details of Board Meetings

During the year under review four Board meetings were held details of which aresummarized below:

Sr. No. Date of the meeting No. of Directors attended the meeting
1 30th May 2014 3
2 10th July 2014 3
3 06th August 2014 3
4 07th November 2014 3
5 11th February 2015 3

Public Deposits

The Company has not taken any deposits from the public for which information isrequired to be given in the Report.

Conservation of Energy

The company is utilizing electricity optimally.

Technology Absorption

The company has not purchased or imported any new technology. Hence not applicable.

Foreign Exchange Earnings And Outgo: NIL Particulars of Employees: -

There are no employees to whom remuneration in excess of Rs.60 lacs per annum or Rs.5lacs per month has been paid.

Statutory Auditors and Their Report

The Auditors M/s. B Y & Associates Cha rtered Accountants Mumbai the retiringAuditors be reappointed as Statutory Auditors of the Company from conclusion of this AGMto the conclusion of next AGM Auditors' observations are suitably explained in notes tothe Accounts and are self-explanatory.

Directors' Comments on Auditors' Report

The observations made by the Auditors in their Report read with relevant notes given inthe Notes to Accounts are self-explanatory and therefore do not require any comments fromyour Directors pursuant to Section 134 (3) (f) of the Companies Act 2013.

RBI Guidelines

Your Company is Complying with all the requirements of Reserve Bank of India for NonBanking Finance Company. In terms of paragraph 9BB of the NBFC Regulations theparticulars as applicable to the company are appended to the Balance sheet.

Directors' Responsibility Statement

Pursuant to the requirement under section 134(5) of companies Act 2013 with respectof Director's responsibility statement it is hereby confirmed; That in the preparation ofthe account for the financial year ended 31st March 2015 the applicable accountingstandards had been followed along with proper explanation relating to material departure.That the Directors had selected such accounting policies and applied them consistently andmade 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 ofthe profit and loss of the Company for the year under review; That the Directors had takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities.

That the Directors had prepared the accounts for the financial year ended 31st March2015 on a 'going concern' basis.

The Directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively Thatthe Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Subsidiaries Joint Ventures And Associate Companies

The Company does not have any Subsidiary Joint venture or Associate Company

Disclosure Of Composition Of Audit Committee And Providing Vigil Mechanism

The provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7 of theCompanies (Meetings of the Board and its Powers) Rules 2013 is not applicable to theCompany

Extract Of Annual Return

An extract of Annual Return for the financial year ended March 31 2015 is annexed asAnnexure-I (in form MGT-9) to this report.

Related Party Transactions

The details of transactions entered into with the Related Parties referred to insub-section (1) of section 188 are annexed as Annexure-II (in the Form AOC-2) to thisreport.

Loans Guarantees & Investments

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

Risk Management Policy

The Company has a Risk Management Policy with an objective to formalize the process ofidentification of potential risk and adopt appropriate risk mitigation measures through arisk management structure. The Risk Policy is a step taken by the Company towardsstrengthening the existing internal controls and updating the same as may be required fromtime to time.

Corporate Social Responsibilty Initiatives

The CSR Policy is not applicable to your Company.

Particulars Of Loans Guarantees Or Investments

There was no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Messrs D.G. Prajapati & Associates Company Secretaries Mumbai to undertakethe Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith asAnnexure B.The Audit Report and the Secretarial

Audit Report for the financial year 2014-15 does not contain any qualificationreservation or adverse remarks by the Auditors.

Share Capital of The Company

At present Paid up Share Capital of the Company is Rs. 69246000/- (6924600 EquityShares of Rs. 10/- each). There is no change in share capital during the year underreview. a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review. b)SWEAT EQUITY

The Company has not issued any sweat equity during the year under review c) BONUSSHARES

The Company has not issued any sweat equity during the year under review

EVALUATION OF PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors have carried out an annual evaluation of its own performanceits various committees and individual directors pursuant to the provisions of the Act andthe Corporate Governance requirements as rescribed under clause 49 of the ListingAgreement. The performance of the Board was evaluated by the Board after seeking inputsfrom all the directors on the basis of various criteria such as Board Compositionprocess dynamics quality of deliberations strategic discussions effective reviewscommittee participation governance reviews etc.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honestyintegrity and ethical behaviour in all its operations the company has formulated a VigilMechanism named as ABHINAV Whistle Blower Policy' in addition to the existing code ofconduct that governs the actions of its employees. This Whistleblower Policy aspires toencourage all employees to report suspected or actual occurrence(s) of illegal unethicalor inappropriate events (behaviors or practices) that affect Company's interest / image

Corporate Governance & Management Discussion & Analysis Statement

The Company has taken adequate steps to ensure that the conditions of CorporateGovernance as stipulated in clause 49 of the Listing Agreements of the Stock Exchange arecomplied with. A detailed report on Corporate Governance has been included in this reportalong with a certificate from the auditors of the company regarding compliance ofconditions of Corporate Governance. Further a separate Management Discussion and Analysisreport is also given in this report.

Acknowledgement

Your Directors thank the clients for the confidence in the Company which has enabledthe Company to reach to a new level of customer satisfaction. The Board placesacknowledgment to the employees for their teamwork and professional approach for theCompany's image.

Your Directors would like to express their gratitude for the continuous support andguidance received from Company's lenders bankers the Government departments and SEBIand Stock Exchange officials.

For and on behalf of the Board of Directors
For Abhinav Capital Services Limited
Place: Mumbai Chetan Karia
Date: 30th May 2015 Chairman

ANNEXURE II

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

Details of contracts or arrangements or transactions not at arm's length basis:

(a) Name(s) of the related party and nature of relationship : N.A

(b) Nature of contracts/arrangements/transactions : N.A

(c) Duration of the contracts / arrangements/transactions : N.A

(d) Salient terms of the contracts or arrangements or transactions including the valueif any : N.A

(e) Justification for entering into such contracts or arrangements or transactions :N.A

(f) Date(s) of approval by the Board : N.A

(g) Amount paid as advances if any : N.A

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188 : N.A

Details of material contracts or arrangement or transactions at arm's length basis:

(a) Name(s) of the related party and nature of relationship : N.A

(b) Nature of contracts/arrangements/transactions : N.A

(c) Duration of the contracts / arrangements/transactions : N.A

(d) Salient terms of the contracts or arrangements or transactions including the valueif any : N.A

(e) Date(s) of approval by the Board if any : N.A

(f) Amount paid as advances if any : N.A

For and on behalf of the Board of Directors of

Sd/-

Chetan Karia

Chairman

Form No.MR-3

SECRETARIAL AUDIT REPORT

FINANCIAL YEAR ENDED 31st MARCH 2015

[Pursuant to section204(1)of the Companies Act 2013and Rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

THE MEMBERS

ABHINAV CAPITAL SERVICES LIMITED

Athena House Row House No. 4 Rajnigandha

Gokuldham Goregaon (East) Mumbai 400 063

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ABHINAV CAPITAL SERVICESLIMITED (hereinafter called the company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on my verification of ABHINAV CAPITAL SERVICES LIMITED's books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit We hereby report that in our opinion the companyhas during the audit period covering the financial year ended on 31st March 2015complied with the statutory provisions listed here under and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of:

1) The Companies Act 2013 (the Act)and the rules made there under;

2) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;

3) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

4) Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment;

5) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

6) Reserve Bank of India Act 1934

7) Non- Banking Financial (Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007

8) Non- Banking Financial Companies Acceptance of Public Deposits (Reserve Bank)Directions. 1998

9) Non- Banking Financial Companies Prudential Norms (Reserve Bank) Directions 1998

10) Employees' Provident Funds and Miscellaneous Provisions Act 1952.

11) Employee State Insurance Act 1948

12) Income Tax Act 1961

13) Service Tax Act 1994

14) Indian Stamp Act 1999&Other State Stamps Act

15) Payment of Gratuity Act 1972

16) Payment ofWages Act 1936

17) The Maternity Benefit Act 1961

18) The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 (19) Industrial Employment (Standing Orders) Act 1946

We have also examined compliance with the applicable clauses of the following:

(I) The Equity Listing Agreements entered into by the Company with BSE Limited andNational Stock Exchange of India Limited; Secretarial Standards issued by The Institute ofCompany Secretaries of India (ICSI) is yet to be notified and hence not applicable to theCompany during the audit period During the period under review the Company has compliedwith the provisions of the Act Rules Regulations Guidelines Standards etc. mentionedabove.

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are capturedand recorded as part of the minutes. However there is no instance of dissent voting by anymember during the period under review

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period apart from the instances mentionedhereunder there were no specific events/ actions having major bearing on the Company'saffairs in pursuance of the above referred laws rules regulations guidelines standardsetc.

(i) Public/Right/Preferential issue of shares / debentures/sweat equity etc.

(ii) Redemption / buy-back of securities

(iii) Major decisions taken by the members in pursuance to section 180 of the CompaniesAct 2013

(iv) Merger / amalgamation / reconstruction etc.

(v) Foreign technical collaborations

Date : 30th May 2015 For D.G. Prajapati & Associates
Place: Mumbai
Sd/-
Dharmendra G. Prajapati
Proprietor
C.P. No.: 4209
F.C.S. 6567

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