Your Directors have great pleasure in presenting the Twenty Ninth Annual Report and theCompany's audited financial statement for the financial year ended 31st March2016.
|FINANCIAL RESULTS || ||(Rs. in '000) |
|Particulars ||Year Ended 31.03.2016 ||Year Ended 31.03.2015 |
|Income from Operations and Other Income ||60795.27 ||55912.87 |
|Profit before Interest & Depreciation ||15569.79 ||15895.36 |
|Less: Interest & Bank charges ||7418.53 ||6200.54 |
|Less: Depreciation ||2896.51 ||4471.11 |
|Profit before Tax ||5254.75 ||5223.71 |
|Less: Provision for Taxation ||1880.00 ||2312.70 |
|Less: Deferred Tax Expenses/(Savings) ||(254.34) ||(810.37) |
|Less: Short / (Excess) Tax Provision of Tax in Earlier Years ||(458.67) ||- |
|Profit after Tax Carried to Balance Sheet ||4087.76 ||3721.38 |
|Surplus brought forward ||46613.64 ||43441.55 |
|Less: Adjustment for change in depreciation due to provisions of Schedule II of Company Act 2013 charged to reserves. ||- ||(549.29) |
|Balance carried to Balance Sheet ||50701.39 ||46613.63 |
The operations of the Company for the year under review have resulted in the grossprofit of Rs. 15569.79 thousands as against Rs.15895.36 thousands in the previous year.After providing for interest depreciation and taxes the Company has recorded a netprofit of Rs.4087.76 thousands as against Rs.3721.38 thousand in the previous year. Thegross revenue stood at Rs.60795.27 thousand as against Rs.55912.87 thousand during theprevious year.
In order to conserve the resources for working capital needs your Directors do notrecommend any dividend.
The paid up Equity Share Capital as on 31st March 2016 was Rs.61162000divided into 6116200 equity shares of Rs. 10/- each. During the year under review theCompany has not issued shares with differential voting rights nor granted stock optionsnor sweat equity.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements the audited ConsolidatedFinancial Statements are provided in the Annual Report.
The Company has three subsidiaries as on March 31 2016. There are no associatecompanies within the meaning of Section 2(6) of the Companies Act 2013 ("Act").There has been no material change in the nature of the business of the subsidiaries.
A separate statement containing the salient features of the financial statements of allthe subsidiary companies of your Company forms part of consolidated financial statementsin compliance with Section 129 and other applicable provisions if any of the CompaniesAct 2013. The financial statements of the subsidiary companies and related informationare available for inspection by the members at the Registered Office of your Companyduring business hours on all days except Saturdays Sundays and public holidays up to thedate of the Annual General Meeting (AGM) as required under Section 136 of the CompaniesAct 2013. Any member desirous of obtaining a copy of the said financial statements maywrite to the Company Secretary at the Registered Office of your Company. The financialstatements including the consolidated financial statements financial statements of thesubsidiary companies and all other documents required to be attached to this report havebeen uploaded on the website of your Company (www.ajcononline.com).
The financial performance of the subsidiary companies included in the consolidatedfinancial statements of your Company is set out in the note No. 35 of the Notes toAccounts in Consolidated Financial Statements.
During the financial year 2015-16 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS
The Company has not made any loan or given any Guarantees during the year which arecovered under the provisions of section 186 of the Companies Act 2013. The details of theinvestment made by Company during the year are given in the notes to the financialstatements.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notattracted to the company yet. Therefore Company has not constituted a Corporate SocialResponsibility Committee. The provisions of a Corporate Social Responsibility shall becomplied by the Company as and when applicable.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN 31st MARCH 2016 AND 10th AUGUST 2016 (dateof Report).
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (31st March 2016) and the date ofthe Report (10th August 2016).
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL
The Board has on the recommendation of the Nomination & Remuneration Committee ofthe Company framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration. The salient aspects of the saidpolicy covering in the Nomination and Remuneration Policy covering the policy onappointment and remuneration of Directors and other matters have been outlined in theCorporate Governance Report of the Company which forms part of this Report.
The Managing Director and Whole-Time Directors of the Company do not receive anyremuneration from any of the subsidiary companies of the Company.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
None of the employees of the Company are in receipt of remuneration exceeding the limitprescribed under rule 5 (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Consequently statement pursuant to Section 197(12) of theCompanies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not required to be included.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annual Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act theAnnual Report excluding the aforesaid information is being sent to the members of theCompany. The said information is available for inspection at the registered office of theCompany during working hours and any member interested in obtaining such information maywrite to the Company Secretary of the Company and the same will be furnished on request.
DIRECTORS AND KEY MANAGERIAL PEROSNNEL
The Board of Directors of the Company at their meeting held on 30th May2016 reappointed Mr. Ankit Ajmera as Whole Time Director Designated as anExecutive Director and Chief Financial Officer for a period of five years commencing from01st July 2016 to 30th June 2021 subject to the approval ofmembers at the ensuing Annual General Meeting.
Further the Board of Directors of the Company at their meeting held on 10thAugust 2016 reappointed Mr. Ashok Ajmera as Managing Director and CEO of the Company fora period of three years commencing from 01st April 2017 to 31stMarch 2020 subject to the approval of members at the ensuing Annual General Meeting.
In accordance with the provisions of Companies Act 2013 Mr. Ankit Ajmera (DIN:00200434) Executive Director retires by rotation and being eligible has offered himselffor re-appointment.
Mr. Ashok Ajmera Chairman and Managing Director & CEO Mr. Ankit Ajmera Whole-Time Director & CFO Mr. Anuj Ajmera Whole -Time Director and Mr. Shailendra PathakCompany Secretary are the Key Managerial Personnel of the Company in accordance with theprovisions of Sections 2(51) 203 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section 149(6) of the Act and that they qualify to beindependent directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of Independent Director' as mentioned under Regulation 16(1)(b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Theconfirmations were placed before and noted by the Board.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE
Pursuant to the provisions of companies Act 2013 and in accordance with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outannual performance evaluation of its own performance the Directors individually as wellthe evaluation of the working of its Audit Nomination & Remuneration StakeholderRelationship Committee and Risk Management Committee. A structured questionnaire wasprepared after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance. During the year under review the Independent Directors ofyour Company carried out the performance evaluation of Non- Independent Directors andChairperson at a separate meeting of Independent Director.
The directors expressed their satisfaction with the evaluation process.
BUSINESS RISK MANAGEMENT
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has adhered to the principles ofsound risk management and has a Risk Management Policy in Place.
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.
In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.
Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk.
As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the ListingRegulations the Company has a whistle blower policy in place for its Directors andEmployees to report concern about unethical behavior actual or suspected fraud orviolation of the Company's code of conduct. The functioning of the vigil mechanism isreviewed by the Audit Committee from time to time. None of the Directors or employees havebeen denied access to the Audit Committee of the Board. The Whistle Blower Policy isavailable on the website of the Company i.e www.ajcononline.com.
During the year under review the Company did not receive any compliant under the saidMechanism.
The Board of Directors has constituted four committees viz;
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholder's Relationship Committee
d) Risk Management Committee
Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in Report on Corporate Governance.
During the year four Board Meetings and one Separate Meeting of Independent Directorswas held. The details of which are given in Corporate Governance Report. The provisions ofCompanies Act 2013 and listing agreement were adhered to while considering the time gapbetween the two meetings.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section on 134(3)(c) read with Section 134(5) of the Companies Act 2013your Directors confirms that:
a) that in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profit of the Company for the year ended on thatdate;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
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.
All Related Party Transactions are placed before the Audit Committee & Board fortheir approval.
The policy on Related Party Transactions as approved by the Board has been uploaded onthe Company's website http://ajcononline.com/Related_Party_Transaction.asp. None of theDirectors has any pecuniary relationships or transactions vis-a-vis the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no orders passed by the Regulators / Courts which would impact the goingconcern status of the Company and its future operations.
Members of the Company at the 27th Annual General Meeting had appointed M/s. Bhatterand Co.(Firm Registration No. 131092W) Chartered Accountants as Statutory Auditors of theCompany for a period of three years upto the conclusion of 30th Annual General Meeting ofthe Company subject to ratification of such appointment by the members at every AnnualGeneral Meeting. Accordingly ratification of appointment of M/s. Bhatter and Co. asStatutory Auditor of the Company is proposed at the ensuing Annual General Meeting.
The observations made by the Auditors in their Report read with the relevant notes asgiven in the notes on financial statements for the year ended 31st March 2016 areself-explanatory and therefore do not call for any further comments.
SECRETARIAL & INTERNAL AUDITOR
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of M/s. Kothari H. & Associates Company Secretary inPractice Mumbai to conduct the Secretarial Audit of the Company for the financial yearended March 31 2016.
The Secretarial Audit Report (in Form No. MR. 3) is attached as "Annexure-A" to this Report.
M/s Atul Donde & Co. Chartered Accountants Mumbai have conducted the internalaudit periodically and submitted their reports to the Audit Committee and their reportswere reviewed by Audit Committee from time to time.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under Regulation 34 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 form part of this Report. The certificate fromthe Auditors of the Company confirming compliance with the conditions of CorporateGovernance is annexed to the Report on Corporate Governance.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The prescribed particulars of conservation of energy technology absorption asstipulated under Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 are not applicable to your company as we are neither a manufacturing companynor the operation of your Company are not energy intensive. However the disclosureregarding the same are set-forth below:
a) Conservation of Energy: Adequate measure has been taken for conservation of energyand efficient use of resources. Company follows principles of "Green IT".
b) Technology Absorption: The Company is vigil on technology absorption as per therequirement of its business operations. However during the year there was no acquisitionof new technology.
c) Foreign Exchange Earning & Outgo: During the year foreign exchange earnings wereNIL (P.Y. Rs. Nil). The expenditure in foreign currency amounted to Rs. 520.18 thousand(P.Y. Rs. 242.35 thousands).
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure -B".
All the properties of the Company are adequately insured. The Company is alsoadequately insured for its activities as stock & currency brokers and depositoryparticipant.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013.
The Company has zero tolerance for sexual harassment at work place and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the rules framed thereunder.
Your Directors further state that as on date there is no case filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors wish to place on record their thanks and gratitude to Company's bankersInstitutional and other clients and customers SEBI NSE BSE MSEI CDSL and otherAuthorities for their support co-operation guidance and assistance. The Board is alsograteful to the shareholders for their continued confidence. The Board also expresses itsdeep sense of gratitude to Bank of India for its continued support for the Online ShareTrading by its customers under the tie up with the Company.
The Board of Directors takes this opportunity to express their appreciation of thesincere efforts put in by the staff and executives at all the levels and hopes that theywould continue their dedicated efforts in the future also.
| ||By Order of the Board |
|Place: Mumbai ||Ashok Ajmera |
|Date: 10.08.2016 ||Chairman & Managing Director |
| ||DIN: 00812092 |