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Alacrity Securities Ltd.

BSE: 535916 Sector: Financials
NSE: N.A. ISIN Code: INE030P01017
BSE 11:23 | 25 Jan 9.85 -0.05
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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 9.85
PREVIOUS CLOSE 9.90
VOLUME 8000
52-Week high 11.00
52-Week low 5.00
P/E 42.83
Mkt Cap.(Rs cr) 21
Buy Price 8.00
Buy Qty 8000.00
Sell Price 9.90
Sell Qty 8000.00
OPEN 9.85
CLOSE 9.90
VOLUME 8000
52-Week high 11.00
52-Week low 5.00
P/E 42.83
Mkt Cap.(Rs cr) 21
Buy Price 8.00
Buy Qty 8000.00
Sell Price 9.90
Sell Qty 8000.00

Alacrity Securities Ltd. (ALACRITYSEC) - Director Report

Company director report

To

The Members Your Directors have pleasure in presenting their 23 Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.

1. Financial summary or highlights/Performance of the Company

The Board's Report shall be prepared based on the stand alone financial statements ofthe company.

Particulars Year ended March-2017 Year ended March- 2016
Gross Income 333359176 450866297
Profit/Loss Before Depreciation 7915721 (13334300)
Less : Depreciation 1202293 2043941
Profit/Loss before Tax 6713428 (15378241)
Provision for Tax 193273 NIL
Provision for Deferred Tax 1907361 (156465)
Prior Period Tax - 360
Mat Credit -193273 00000
Net Profit/Loss After Tax 4806067 (15222136)
Balance of Profit brought forward 6669978 21891614
Balance available for appropriation - -
Proposed Dividend on Equity Shares - -
Tax on proposed Dividend - -
Transfer to General Reserve - -
Adjustment related to fixed Asset and - -
Deferred Tax
Surplus carried to Balance Sheet 11475545 6669478

Operations

The Indian Economy has been passing through a stagnant phase for the last two yearswhich has affected industry and Finance companies/ Banks tremendously. The outlook onIndia in the last couple of years had become bearish with infrastructure projects (whichare the backbone of any economy) languishing due to no clear policy of the thenGovernment.

Many industries/projects shut down or did not take off from the drawing board. Allthese factors led to the finance sector including Banks coming under tremendous pressurefrom collection of loans from Industry.

With a new Government having been formed in at the Central level there is a wave ofoptimism in industrial and financial sectors and with decisions being taken for clearancesof projects of over 21000 crores by the Government there is full hope of high growth forthe economy which would result in the financial sector gaining back its robust health.

2. Financial Highlights

Standalone Revenues:

During the fiscal 2017 the gross operational income of the Company stood at Rs.324735488 as compared to previous fiscal of `Rs. 442169603

Standalone Profits / (Loss) :

Profit stood at Rs 6713428 before Tax and Profit after tax stood as 4806067 for thefiscal 2017 as compared to the previous year loss before Tax 15378241 and loss after tax15222136

3. Change in the nature of business if any

No change of business occurs during the year under review.

4. Dividend

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

5. Reserves

The amounts as on ended of financial year in Share Premium account is Rs 30400000 General Reserves is Rs.5350000 and Surplus in Profit and Loss accounts is Rs 11475545.

6. Share Capital

ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The company under the provision of Section 43 read with Rule 4(4) of the Companies(Share Capital and Debentures) Rules 2014 [Chapter IV] does not issued shares withdifferential rights during the year under review.

ISSUE OF SWEAT EQUITY SHARE

The company under the provision Section 54 read with Rule 8(13) of the Companies (ShareCapital and Debentures) Rules 2014 has not issued any sweat equity share during the yearunder review BUY BACK OF SECURITIES

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

BONUS SHARES

No Bonus Shares were issued during the year under review.

7. Directors and Key Managerial Personnel

Mrs. Hiten R Mehta Directors retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offer themselves for reappointment.

Mrs. Nipa P Sheth has been appointed as Executive Director retire by rotation w.e.fNovember 2016.

Mr. Hiten R Mehta has step down as Non-Executive Director w.e.f. November 2016

8. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year seven Board Meetings and four Audit Committee Meetings were convened and held.The details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

9. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulation 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out is explained in Corporate Governance Report.

10. Declaration by an Independent Director(s) and re- appointment if any

A declaration by an Independent Director(s) that he/they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act2013 and prescribed regulation of Listing Regulations2015 as been received by thedirectors.

An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoard's report.

11. Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy has been stated in the Corporate Governance Report.

12. Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in thisreport.

13. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is not applicable to thecompany. Company does not have any subsidiary.

14. Auditors:

M/s. ABN & Co. Chartered Accountants FR No.004447C hold office has proposed asnew Auditors of the Company due to compulsory rotation of Auditor as required by the Act.

The Company has received letter from M/s. ABN & Co. Chartered Accountants to theeffect that their appointment if made would be in the prescribed limit under 141(3)(g)of the Companies Act 2013 and that they are not disqualified for re appointment.

The Notes in the Financial statement referred to in the Auditor's report are selfexplanatory and do not call for any further comments

15. Auditors' Report

The Auditors' Report does not contain any qualification except below mentioned. Notesto Accounts and Auditors remarks in their report are self-explanatory and do not call forany further comments.

The Company is not accounting for liability for gratuity and leave encashment asrequired under accounting standard 15 (AS-15) relating to employees Benefits as referredto in Note 27 of Notes to accounts. We are unable to comment upon the resultant effect onassets liabilities and loss for the year as the amount of such benefit is presently notascertainable.

Director's Reply: As regard the non-making provisions for retirement benefits ofemployees like gratuity and leave encasement the same has not been done in view of meagrestaff strength.

16. Disclosure about Cost Audit

As per the Cost Audit Orders Cost Audit is not applicable to the Company.

17. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under M/s Nishu Jain &Associates Practicing Company Secretary has been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure II to this report.

The Board has appointed Nishu Jain ; Nishu Jan & Associates Practicing CompanySecretary as Secretarial Auditor of the Company for Fiscal 2018

18. Internal Audit & Controls

The Company has appointed Hemant P Bhalekar external firm of Chartered accountants asits Internal Auditor. During the year the Company continued to implement theirsuggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.

19. Issue of employee stock options

The Board of directors shall inter alia disclose in the Directors' Report for theyear the details as provided in rule 12 (9) of Companies (Share Capital and Debentures)Rules 2014.

Particulars
Approval
Options granted
Options vested
Not Applicable
Options exercised
Total number of shares arising out of exercise
of options
Options forfeited/lapsed/cancelled
Variations of terms of options
Money realized by exercise of options
NOT APPLICABLE
Total number of options in force

Notes: -

1. Details of options granted during the Financial Year 2016-17 to:

Particulars
(a) Directors and key managerial personnel
(b) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year (includes employees and group company employees) NOT APPLICABLE
(c) Identified employees who are granted options during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

20. Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.alacritysec.com under investors/policy documents/Vigil Mechanism Policy link.

21. Risk management policy:

Pursuant to Section 134(3) (n) of the Companies Act 2013 & prescribed regulation ofthe Listing Regulations 2015 the Company has constituted a Business Risk ManagementCommittee. The details of the Committee and its terms of reference are set out in theCorporate Governance Report forming part of the Boards Report.

At present the Company has not identified any element of risk which may threaten theexistence of the Company.

22. Extract Of Annual Return:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I .

23. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

No Material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report like settlement oftax liabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc.

24. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No significant and material order has been passed by any regulators or courts ortribunals impacting the going concern status and company's operations in future. Thecompany is doing reasonable growth and development.

25. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The company has adequate internal control systems in place. With a view to monitor theCompany's performance as well as to make sure that internal checks and controls areoperating properly the Company has appointed external firms of Chartered Accountant asInternal auditor. The audit committee ensures that the internal control systems areadequate and working effectively.

26. Deposits

The details relating to deposits covered under Chapter V of the Act-

The details relating to deposits covered under Chapter V of the Act-

a. accepted during the year; NIL
b. remained unpaid or unclaimed as at the end of the year; NIL
c. whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved NIL
(i) at the beginning of the year; NIL
(ii) maximum during the year;
(iii) at the end of the year;

The details of deposits which are not in compliance with the requirements of Chapter Vof the Act;

27. Particulars of loans given guarantees provided or investments made under section186

Particulars of loans given Investment made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statement (Please refer to NoteNo. 12 to 13 to the financial statement).

28. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013and prescribed regulation of the Listing Regulation 2015 during the financial year endedMarch 312017 are given below. Suitable disclosures as required under AS 18 have been madein the Financial Statement.

Sub Brokerage: Mrs Meeta H Mehta INR 1930636 & Mr. Mihir K Shah INR 5969

Remuneration of Key Managerial Personnel: Mr. Kishore V Shah INR 715000 and Hiten RMehta INR 154000(Being paid for seven Months w.e.f April 2016 to October 2016) and NipaSheth Rs 77500(Being paid for Five Months w.e.f November 2016)

All transactions entered into with related parties are in the ordinary course ofbusiness and are on arm's length except transaction of Interest free Loan to associateCompany.

All Related Party Transaction are placed before the Audit committee for approval. Prioromnibus approval of the Audit committee is obtained on yearly bases which are of foreseenand repetitive in nature. The policy on Related Party Transactions as approved by Board isuploaded on the Company's website at http://www.alacritysec.com/policy.

Your Directors draw attention of the members to Note No. 28 to the Financial Statementwhich sets out related party disclosure.

29. Particulars of Employees

In terms of the provisions of Section 197 of the Companies Act 2013 read withrule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company will be provided upon request .However as per theprovisions of Section 136 of the said Act the Annual Report excluding the aforesaidinformation is being sent to all the members of the Company and others entitled thereto.Any member interested in obtaining the information on employee's particulars which isavailable for inspection by the members at the registered office of the Company duringBusiness hours on working days of the Company up to the date of ensuing Annual GeneralMeeting may write to the Company at the registered office of the Company in advance.

30. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows: a) Conservation of energy

(i) the steps taken or impact on conservation of energy
(ii) the steps taken by the company for utilizing alternate sources of energy NOT APPLICABLE
(iii) the capital investment on energy conservation equipment’s

(b) Technology absorption

(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement cost reduction product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported NOT APPLICABLE
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof
(iv) the expenditure incurred on Research and Development
(c) Foreign exchange earnings and Outgo
a) Conservation of energy
(i) the steps taken or impact on conservation of energy
(ii) the steps taken by the company for utilizing alternate sources of energy NOT APPLICABLE
(iii) the capital investment on energy conservation equipment’s
(b) Technology absorption
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement cost reduction product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported NOT APPLICABLE
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof
(iv) the expenditure incurred on Research and Development

(c) Foreign exchange earnings and Outgo

NOT APPLICABLE

31. Corporate Social Responsibility (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 shall not be applicable to the Company.

32. Human Resources:

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

33. Corporate Governance:

As per Regulation 15(2) of the listing Regulations 2015with the Stock Exchanges adetailed report on corporate governance practices followed by the Company together withthe certificate from the Company's Statutory Auditors confirming compliance forms part ofthis report as "Annexure "

34. Insider Trading Regulations:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of conduct for prohibition of insidertrading as approved and adopted by the Directors and designated Employees of the Company.The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and designated employees while inpossession of unpublished price sensitive information during the period of Trading WindowClosure. The Board is responsible for implementation of the Code.

All Board of Directors and designated employees have confirmed compliance with theCode.

The Board has appointed Jai Prakash Jindal Compliance officer under the code.

35. Directors' Responsibility Statement:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the 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 had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(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.

36. Transfer of Amounts to Investor Education and Protection Fund :

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

37. Corporate Governance and Management Discussion And Analysis:

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2017

38. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors
Signing as per Board resolution passed
Whole Time Director Whole Time Director and CFO
Place:Mumbai Nipa P. Shah Kishore V Shah
Date: 14/08/2017 07420589 0197561