Your Directors have great pleasure in presenting the Twenty Seventh Annual Report andthe Audited Accounts of your Company for the year ended 31st March 2014.
| ||Year Ended 31.03.2014 ||Year Ended 31.03.2013 |
| ||( 000) ||( 000) |
|Income from Operations and Other Income ||51587.99 ||66501.65 |
|Profit before Interest & Depreciation ||13968.59 ||20125.63 |
|Less: Interest & Bank charges ||5637.13 ||5649.28 |
|Less: Depreciation ||4204.89 ||4003.63 |
|Profit before Tax ||4126.57 ||10472.72 |
|Less: Provision for Taxation ||2058.37 ||3650.00 |
|Profit after Tax ||2068.20 ||6822.72 |
|Less: Deferred Tax Expenses/(Savings) ||(533.29) ||(139.04) |
|Net Profit ||2601.49 ||6961.76 |
|Add: Surplus brought forward ||40840.06 ||33878.30 |
|Balance carried to Balance Sheet ||43441.55 ||40840.06 |
The operations of the Company for the year under review have resulted in the grossprofit of 13968.59 thousand as against 20125.63 thousand in the previous year. Afterproviding for interest depreciation and taxes the Company has recorded a net profit of2601.49 thousand as against 6961.76 thousand in the previous year. The gross revenuestood at 51587.99 thousand as against 66501.65 thousand during the previous year. Thefall in both the top-line and the bottom-line of the Company was due to adverse marketconditions throughout the year.
Following the NDA (National Democratic Alliance) victory in the recently concludedgeneral elections expectations are now exceptionally high from the new Government withregards to reforms and governance. The clear electoral mandate given to a single partyreduces political uncertainty and raises the potential for economic policy reform. The NewGovernment faces a daunting task of reversing a declining economic trend. It could be 8 to12 months before we can see any green shoots of recovery. However market may not waittill then and price in positive policy as well as administrative actions. The fact that wewill have a decisive Government is a good thing but the coming 100 days are going to bevery important the cabinet formation the budget even some indications of how thegovernment is going to move to get the economy back on track all these will be veryimportant events to watch. After the allocation of portfolios the first litmus test forthe new Government would be the Budget which is due sometime in July. Already expectationsare building up for big ticket reforms to be announced before the budget but will theyhappen only time will tell.
The budget document is expected to give the right signals specially with respect tosubsidy policy and overall fiscal stance. The budget may also benefit from articulatingappropriate contingencies for a probable disruption to food production this year. Industryis expectantly waiting for NDA's clarity on FDI issues in sectors like Insurance RetailBanking etc. Lot of policy actions is required in sectors like Mining PowerInfrastructure Real Estate etc. The entire world shall have a keen eye on the policyreforms which India would undertake. In view of the above the new Government has to startfiring all cylinders without wasting time. And if that happens unprecedented amount offoreign money shall flow into India which will be good for Indian market and economy andwill in turn also boost our business prospects.
There was no change in the Authorized and Paid up share capital of the Company duringthe year.
Ajcon Commodity Brokers Ltd.
In view of some unfortunate happenings in the market place i.e. NSEL scam etc. theCompany consciously kept on hold the expansion in this segment. However with the NewGovernment in place and change of guard even at the MCX Exchange we feel more confidentof doing good business in the current year.
Ajcon Comtrade Pvt. Ltd.
A wholly owned subsidiary namely Ajcon Comtrade Pvt. Ltd. has issued the 800000equity shares of 10 each at par during financial year 2013-14. The Company is slated totake over the Commodity Broking Business of Ajcon Commodity Brokers Ltd. subject toregulatory approvals.
Kanchanmanik Securities Pvt. Ltd.
A wholly owned subsidiary of your company namely Kanchanmanik Securities Pvt. Ltd. wasincorporated during the financial year 2011-12 for the purpose of transfer of ownership inthe M.P. Stock Exchange membership card . However the change of name is yet to beeffected in the records of concerned Exchange. Consequently there are three subsidiariesas on 31st March 2014 viz. Ajcon Commodity Brokers Limited KanchanmanikSecurities Pvt. Ltd. and Ajcon Comtrade Pvt. Ltd.
As per the circular No. 5/12/2007-CL-III dated 8th February 2011 issued byGovernment of India Ministry of Corporate Affairs the Board of Director of your Companyin its meeting held on 29th May 2014 has decided for not attaching the accounts of itssubsidiaries for the financial year ended 31st March 2014. However theCompany has presented a consolidated financial statement of holding Company and all itssubsidiaries duly audited by Statutory Auditors. The annual accounts of the aforesaidsubsidiaries and the related detailed information shall be made available to shareholdersof the Company seeking such information at any point of time. The annual accounts of theSubsidiary Companies shall also kept open for inspection by any shareholder at theRegistered Office at 101 Samarth Lt. P.N. Kotnis Road Off. Hinduja Hospital Mahim (W)Mumbai-400016 and shall also be posted on Companys website.
INVESTMENT IN GROUP COMPANIES
There was no change in the investment made in the group companies other than thesubsidiary companies.
In order to conserve the resources for expansion of business and working capital needsyour directors do not recommend any dividend.
Mr. Ankit Ajmera retires by rotation and being eligible offers himself forre-appointment. Your Directors recommend his reappointment. As per the notification ofsection 149 and other applicable provisions of the Companies Act 2013 your Directors areseeking appointment of Mr. Samir Biswas Mr. Narayan Atal and Mr. Rajendra Bakiwala as anIndependent Directors for five consecutive years for a term up to 31st March 2019. Detailof the proposal for appointment Mr. Samir Biswas Mr. Narayan Atal and Mr. RajendraBakiwala are mentioned in the Explanatory Statement under Section 102 of the CompaniesAct 2013 of the Notice of the 27th Annual General Meeting.
The Company has not accepted any fixed deposits from public during the year.
The Company is committed to maintain highest standards of Corporate Governance. Tocomply with conditions of Corporate Governance pursuant to Clause 49 of the ListingAgreement with the Stock Exchange Management Discussion and Analysis Report CorporateGovernance Report and Auditor Certificate and shareholders information form a part of thisAnnual Report.
DIRECTORS RESPONSIBILITY STATEMENT
As required under section 217 (2AA) of the Companies Act 1956 the Board of Directorsof the Company confirms:
i. that in the preparation of the annual accounts the applicable accounting standardsand the requirements set out in schedule VI of Companies Act 1956 have been followed andthat there are no material departure from the same;
ii. that the selected accounting policies were applied consistently and the directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on 31st March 2014 and of the profit ofthe Company for the year ended on that date;
iii. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and
iv. that the annual accounts have been prepared on a "going concern" basis.
All the properties of the Company are adequately insured. The Company is alsoadequately insured for its activities as stock & currency brokers and depositoryparticipant.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars as prescribed under Section 217(1) (e) of the Companies Act 1956 read withCompanies (disclosure of particulars in the report of Board of Directors) Rules 1988 arenot applicable as the Company is not engaged in manufacturing activities. The Company hasearned foreign exchange during the financial year 2013-14 by way of providing services toits overseas clients. Foreign Exchange earnings during the FY 2013-14 was 1040.14thousand. The expenditure in foreign currency amounted to 1633.42 thousand.
No information pursuant to Section 217 (2A) of the Companies Act 1956 is attached asthere was no employee drawing remuneration in excess of limits prescribed.
M/s. Bhatter and Co. Chartered Accountants Mumbai Auditors of the Company havingFirm Registration No. 131092W hold office till the conclusion of the forthcoming AnnualGeneral Meeting (AGM) and are eligible for re-appointment. Based on recommendation ofAudit Committee and the Board of directors in their meeting held on 29th May2014 and pursuant to the provisions of Section 139 of the Companies Act 2013 and rulesmade thereunder the Board recommends the appointment M/s. Bhatter and Co. CharteredAccountants as the Auditors of the Company from the conclusion of the forthcoming AGMtill the conclusion of the AGM to be held for the financial year 2016-17 subject toratification of their appointment at every AGM.
SECRETARIAL & INTERNAL AUDITORS
Based on recommendation received from the Audit Committee the Board of Directors attheir meeting held on 29th May 2014 appointed M/s. Kothari H. &Associates Company Secretaries Mumbai as a Secretarial Auditor of the Company under therelevant provisions of the Companies Act 2013 for the financial year 2014-15. M/s AtulDonde & Co. Chartered Accountants Mumbai have conducted the internal auditperiodically and submitted their reports to the Audit Committee. Audit committee hasrecommended re-appointment of existing internal auditor M/s. Atul Donde & Co.Chartered Accountants as an internal auditor of the Company for financial year 2014-15under the relevant provisions of the Companies Act 2013.
AUDITORS REPORT & CERTIFICATION
The Auditors Report forms the part of this Annual Report. The Auditors have alsocertified the Companys compliance requirements of Corporate Governance in terms ofClause 49 of the Listing Agreement and the same is enclosed as an annexure to the Reporton Corporate Governance. The observations made by the Auditors in their Report read withthe relevant notes as given in the notes on financial statements for the year ended 31stMarch 2014 are self explanatory and therefore do not call for any further comments underSection 217(3) of the Companies Act 1956.
Your Directors wish to place on record their thanks and gratitude to Companysbankers Institutional and other clients and customers SEBI NSE BSE MCX-SX CDSL andother Authorities for their support co-operation guidance and assistance. The Board isalso grateful to the shareholders for their continued confidence. The Board also expressesits deep sense of gratitude to Bank of India for its continued support for the OnlineShare Trading by its customers under the tie up with the Company. The Board of Directorstakes this opportunity to express their appreciation of the sincere efforts put in by thestaff and executives at all the levels and hopes that they would continue their dedicatedefforts in the future also.
| ||By Order of the Board |
|Place : Mumbai ||Ashok Ajmera |
|Date : 29.05.2014 ||Chairman & Managing Director |