Action Financial Services (I) Ltd.
|BSE: 511706||Sector: Financials|
|NSE: N.A.||ISIN Code: INE357A01032|
|BSE LIVE 14:15 | 27 Oct||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 511706||Sector: Financials|
|NSE: N.A.||ISIN Code: INE357A01032|
|BSE LIVE 14:15 | 27 Oct||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
Action Financial Services (India) Limited
The Directors have pleasure in presenting the 22 Annual Report together with theAudited Financial Statement for the year ended on 31 March 2015.
FUTURE OUTLOOK & EXPANSION PLAN:
The company is focused on building a long term stable business with emphasis on retailbusiness brokerage that does not rely on highly leveraged trading clients.
The actions of the new government will have a significant bearing on the pace of policyreforms improvement in investment climate and on the public market sentiments. Stabilityin global markets and sustained demand from the industrialized nations are also imperativefor the growth playing out along expected lines.
With the launch of our most innovative product '1 Paise brokerage per executed order'in capital market your Company has commenced its journey to create wonders in conductingbusiness and change the overall views of broking industry.
To make this a super success and break the myth of how stock brokers operate we wantto go few steps ahead. Our roadmap is ready with lot of ideas and we are all set toachieve our goals. We have set of targets to be achieved & to accelerate the growthCompany is looking out for fresh Investments.
Our subsidiary Company Action Commodities Limited became one of the first Company allover India to get the approval from Insurance Regulatory Development Authority (IRDA) todematerialize all insurance policies of all policy holders including individuals firmsand corporate. This will create additional client base for the Company and will also helpgenerate additional revenue for the Company.
The Company does not recommend any dividend on Cumulative Redeemable Preference Sharesand Equity Shares for the year ended 31 March 2015.
TRANSFER TO RESERVE
The Company did not transfer any amount to reserve this year.
The paid up Share Capital of the company as on 31 March 2015 was Rs. 133325000.During the year under review the Company has not issued shares with differential votingrights nor granted stock options nor sweat equity.
REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES COMPANIES AND JOINT VENTURES:
As on March 31 2015 the Company had two Indian wholly owned non materialsubsidiaries. There has been no change in the number of subsidiaries or in the nature ofbusiness of the subsidiaries during the year under review. In accordance with Section129(3) of the Companies Act 2013 the Company has prepared a consolidated financialstatement of the Company and all its subsidiary companies which is forming part of theAnnual Report. A statement containing salient features of the financial statements of thesubsidiary companies is also included in the Annual Report.
There is no new incorporation or Cessation of any Company as a subsidiary associatecompany or joint venture during the year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
The audited Standalone and consolidated Financial Statements of the Company along withits subsidiary companies are attached herewith and form part of this annual report. Thesehave been prepared in accordance with the provisions of the Companies Act 2013 theListing Agreement the Accounting Standard 21 (AS-21) on Consolidated Financial Statementsand Accounting Standard 23-(AS-23) on Accounting for Investments in Associates inConsolidated Financial Statements based on Audited Financial Results for the year ended 31March 2015.
The statement containing the salient feature of the financial statement of a company'ssubsidiaries under the first proviso to sub-section (3) of section 129 set out as "AnnexureA" in Form AOC-1.
This year witnessed huge volatility and further due to political instability led theclient base grows at sluggish rate. As we have launched one paisa brokerage scheme whichbrought down our brokerage income to great extent as many of the active clients moved intothis scheme so there is a fall in the brokerage income.
The primordial focus of the Company has been on raising fresh funds in an increasinglydifficult economic environment. The economic slowdown poor dollar returns on the back ofsignificant currency devaluation and policy inaction have prompted most investors toawait changes in government before relooking at India as an investment option.
With the stable government and optimistic sentiments of FII and retail investors thereare lot of opportunities in the market to build wealth and expand. However being abroking company its opportunities and threat would be more specific to the ones whichapply to the companies operating in the capital market as brokers. But as it is known ahealthy competition is always good for the industry we expect various new sources ofrevenues in coming future from financial and capital markets.
REVIEW OF BUSINESS DIVISIONS:
Broking Division and Depository Division:
Our Services under the Broking Business comprising of Equity Currency &Derivatives Services we offer retail and Institutional broking services in Equity to alarge institutional and retail clientele in India and also offer retail broking servicesin currency segment.
Action offers personalized services and complete transaction support through ourwebsite to our client for investment in primary market through Mutual fund and IPO's.Action offers platform for trading in Equity Market in BSE NSE for cash Derivatives& currency segment of the Exchange. Action offers mobile trading facility to theclients.
Company has completed 18 years as a Depository Participant. Company is holdingapproximately Rs. 2045.99 Crores worth stock on behalf of clients as on 31 March 2015.Company is registered with NSDL for Internet based IDeAS facility for the convenience ofthe Investor to enable them to view latest holding with valuation as well as transactions.
Company also has its own website through which client can view their holdingtransaction and ledger balances. Company has introduced various tariff Schemes for clientsas per their requirement & convenience.
As a result of flexible working hours experienced staff timely information toclients regarding failure of instructions acceptance of last minute Pay-In instructionsless processing time Low cost etc. Clients of other Brokers also prefer to open theirDemat Accounts with us. Key areas of service are retail clientele clearing members andpromoters of various companies.
DP Division caters to 29 clearing Members Pool Account and maintains 40 PromotersAccounts.
Mobile Application Facility
We are pleased to inform you that our Share Transfer Agent (STA) Link Intime India Pvt(LIIPL) Ltd has launched a new mobile application namely "blinkInsta".This mobile application is exclusively designed for all such investors who have investedin the securities where LIIPL is the Share Transfer Agent.
To have this facility on your mobile phone; you need to download "blinkInsta"via "Play-store "for all android base phones and via " App-Store"on all I-phones which are free of cost to the investors. Once you download theapplication on your mobile phone the same will prompt you toward the simple registrationprocess for KYC. This is very useful application which will enable you with lot ofrelevant information such as dividend/interest payments forthcoming AGMs etc.
As the Members are aware your Company's share are tradable compulsorily in electronicform and your Company has established connectivity with both the depositories i.e.National Securities Depository Limited and Central Depository Services (India) Limited. Inview of the numerous advantages offered by the Depository system members are requested toavail the facility of dematerialisation of the Company's shares on either of theDepositories as aforesaid.
The Company has availed credit facilities from Bank of India. The performance of thelast two years has led to significance liquidity pressure in the long term sources.
Your Company has not accepted any deposits in terms of the provisions of Section 73 ofthe Companies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014 as amendedduring the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the current financial year the following changes have occurred in theconstitution of directors of the company:
Further In accordance with the requirements of the Companies Act 2013 Mr. Milan R.Parekh (DIN: 00108368) will retire by rotation being eligible has offered himself forre-appointment.
In terms of Section 149 of the Companies Act 2013 and Clause 49 of the ListingAgreement with Stock Exchanges and based on the confirmation / disclosures received fromthe Directors and on evaluation of the relationships disclosed the followingNon-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement andSection 149(6) of the Companies Act 2013:-
a) Mr. Ketan Mehta
b) Mr. Harbhjan Singh Dhillon
c) Mrs. Parul Doshi
ANNUAL EVALUATION BY THE BOARD
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:
i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance
iv. Providing perspectives and feedback going beyond information provided by themanagement
v. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her.
DIRECTOR RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) of sub section (3)ofsection 134 of Companies Act 2013 shall State that;
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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; and
(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
NUMBER OF MEETING OF THE BOARD
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The notice of Board meeting is given well inadvance to all the Directors. Usually meetings of the Board are held in Mumbai. TheAgenda of the Board / Committee meetings is circulated at least a week prior to the dateof the meeting. The Agenda for the Board and Committee meetings includes detailed notes onthe items to be discussed at the meeting to enable the Directors to take an informeddecision.
The Board met nine times in financial year 2014-2015 and the maximum interval betweenany two meetings did not exceed 120 days as follows;
Further in terms of Schedule IV of the Companies Act 2013 the Separate meeting ofthe Independent Directors held on March 20 2015 and all Independent Directors werepresented without attendance of non- Independent Directors of the Company .
COMMITTEES OF THE BOARD
During the year in accordance with the Companies Act 2013 the Board reconstitutedsome of its Committees and also formed a Risk Management Committee. There are currentlyFour Committees of the Board as follows:
Nomination and Remuneration Committee
Stakeholders' Relationship Committee
Risk Management Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
The Board of Directors constituted an Audit Committee as per the existing clause 49 ofthe Listing Agreements entered into with Stock Exchanges and in terms of Section 177 ofthe Companies Act 2013.
The Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securities andExchange Board of India. The Report on Corporate Governance as stipulated under Clause 49of the Listing Agreement forms part of the Annual Report. The Certificate from theAuditors of the Company confirming compliance with the conditions of Corporate Governanceas stipulated under Clause 49 is also published elsewhere in this Annual Report.
CEO & CFO CERTIFICATION
Certificate from Mr. Milan Parekh Managing Director & CEO and Mr. Bakul ParekhJt. Managing Director & Chief Financial Officer pursuant to provisions of Clause49(IX) of the Listing Agreement for the year under review was placed before the Board ofDirectors of the Company at its meeting held on 29 May 2015.
A copy of the certificate on the financial statements for the financial year endedMarch 31 2015 is annexed along with this Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India isannexed to this report.
M/s Ford Rhodes Parks & Co. (Firm Registration No.102860W) CharteredAccountants Mumbai were appointed as Statutory Auditors for a period of 3 years in theAnnual General Meeting held on 25 September 2014.
Their continuance of appointment and payment of remuneration are to be confirmed andapproved in the ensuing Annual General Meeting.
The Company has received letter from them to the effect that their appointment ifmade would be within the prescribed limits under Section 141(3)(g) of the Companies Act2013 and that they are not disqualified from appointment.
There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.
Further the Auditors' Report for the financial year ended 31 March 2015 is annexedherewith for your kind perusal and information.
DECLARATION BY INDEPENDENT DIRECTOR:
The declaration as required to affirm u/s 149(6) of the Companies Act 2013 obtainfrom all Independent Directors.
All the properties of your Company including Office Premises Furniture & FixturesOffice Equipments and Computer are adequately insured.
SECRETARIAL AUDIT REPORT
The Board of Directors of the Company has appointed CS. Nisha R. Nawani PracticingCompany Secretary; to conduct the Secretarial Audit and her Report on Company'sSecretarial Audit is appended to this Report as Annexure B.
PARTICULARS OF REMUNERATION
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the ratio of remuneration of each director to the median employee's remuneration set outin "Annexure C" to the Directors' Report.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
The particulars regarding foreign exchange earnings and outgo appear as separate itemsin the notes to the Accounts. Since the Company does not own any manufacturing facilitythe other particulars relating to conservation of energy and technology absorptionstipulated in the Companies (Accounts) Rules 2014 are not applicable.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as required under Section 92(3) is attached in form MGT-9.Annexure D.
PARTICULAR OF LOAN GUARANTEES & INVESTMENT
The company has not given any loan guarantees and not made any Investment coveredunder the provisions of section 186 of the Companies Act 2013.
DISCLOSURE OF RELATED PARTY TRANSACTION
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
RISK MANAGEMENT POLICY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.
INTERNAL CONTROL SYSTEM
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors.
Significant audit observations and follow up actions thereon are reported to the AuditCommittee.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been placed on the Company's website www.actionfin.com
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with theCode.
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport annexed to this Report.
Your Directors would take this opportunity to express its deep appreciation for theco-operation and assistance received from the shareholders Company's clients suppliersbankers and other authorities during the year under review. Your Directors also wish toplace on record their appreciation for the services rendered by all the employees of yourCompany.
List of documents Verified
1. Memorandum of Association.
2. Articles of Association.
3. Annual Report for the financial year ended 31st March 2014.
4. Minutes of the meetings of the Board of Directors Audit Committee Nomination &Remuneration Committee Stakeholders' Relationship Committee Risk Management Committeeand Attendance Register for the financial year under report.
5. Minutes of Annual General Meetings held during the financial year under report.
6. Statutory Registers viz.
Register of Members.
Register of Directors & KMP.
Register of Directors' Shareholding.
Register of loans guarantees and security and acquisition made by the Company.
Register of Renewed and Duplicate Share Certificate.
7. Agenda papers submitted to all the directors / members for the Board Meetings andCommittee Meetings.
8. Declarations received from the all Directors of the Company pursuant to theprovisions of Section 184 of the Companies Act 2013 and declaration from all independentdirectors to meet the criteria of independence as stipulated 149 (6) of the Companies Act2013 and Clause 49 of Listing Agreement with the Stock Exchanges for holding the positionof Independent Director.
9. Intimations received from directors under the prohibition of Insider Trading Code.
10. E-Forms filed by the Company from time-to-time under applicable provisions of theCompanies Act 1956 and Companies Act 2013 and attachments thereof during the financialyear under report.
11. Intimations / documents / reports / returns filed with the Stock Exchanges pursuantto the provisions of Listing Agreement during the financial year under report.
12. Filings made with Reserve Bank of India.
13. Applicability of provisions of Section 188 of Companies Act 2013 related toRelated Party Transactions.
14. Orders issued by SEBI High Courts.
List of applicable laws to the Company:
1. Labour Laws and other incidental laws related to labour and employees appointed bythe Company either on its payroll or on contractual basis as related to wages gratuityprovident fund ESIC compensation etc.;
2. Industries (Development & Regulation) Act 1951
3. Acts as prescribed under Direct Tax and Indirect Tax
4. Land Revenue laws of respective States;
5. Local laws as applicable to various offices;
6. Prevention of Money Laundering Act 2002;
7. RBI regulations on Non-Banking Financial (Non Deposit Accepting or Holding)Companies;
8. The Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013
Ratio of remuneration
(I) the ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;
(ii) the percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;
(iii) the percentage increase in the median remuneration of employees in the financialyear 2015 is 9 %;
(iv) the number of permanent employees on the rolls of company are 21;
(v) the explanation on the relationship between average increase in remuneration andcompany performance;
On an average employees received an annual increase of 10 %. The individual incrementsvaried from 7.5 % to 20 % based on individual performance.
(vi) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company;
(vii) Variations in the market capitalisation of the Company price earnings ratio asat the closing date of the current financial year and previous financial year:
(viii) Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer:
(ix) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;
There was no Annual increment given in previous year. There was no
Increase in the managerial remuneration for the previous year.
(x) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company
* Salary for the Six Months Appointed w.e.f. 01.10.2015
(xi) the key parameters for any variable component of remuneration availed by thedirectors -
The company is not giving any benefit to Directors other than the remuneration approvedby the members of the company and there is no variation in the component of remuneration.
(xii) the ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year -None of the employee of the company receive remuneration inexcess of the highest paid to the director during the year.
(xiii) Affirmation that the remuneration is as per the remuneration policy of thecompany.
The Company affirms remuneration is as per the remuneration policy of the Company.
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees is provided in a separate annexure formingpart of this report. In terms of the provisions of Section 136(1) of the Companies Act2013 the Directors' Report is being sent to the shareholders without this annexure.Shareholders interested in obtaining a copy of the annexure may write to the CompanySecretary at the Company's registered office.
A Code of Conduct for the Directors and Senior Management Personnel has already beenapproved by the Board of Directors of the Company. As stipulated under the provisions ofsub-clause (II) E of Clause 49 of the Listing Agreement with stock exchanges all theDirectors and the designated personnel in the Senior Management of the Company haveaffirmed compliance with the said code for the financial year ended March 31 2015.
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