Alacrity Securities Ltd.
|BSE: 535916||Sector: Financials|
|NSE: N.A.||ISIN Code: INE030P01017|
|BSE LIVE 12:38 | 11 Jan||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 535916||Sector: Financials|
|NSE: N.A.||ISIN Code: INE030P01017|
|BSE LIVE 12:38 | 11 Jan||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors have pleasure in presenting their 21st Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2015.
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.
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.All these factors led to the finance sector including Banks coming under tremendouspressure from 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 2015 the gross operational income of the Company stood at Rs.404665048 as compared to previous fiscal of `Rs. 13696429 .
Standalone Profits / (Loss) :
Loss stood at Rs -12233561 before tax and loss after tax stood at -11547188 forthe fiscal 2015 as compared to the previous year profit before tax ` Rs 4284979 andafter tax Rs 2805154.
3. Change in the nature of business if any
No change of business occurs during the year under review.
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
The amounts as on ended of financial year in Share Premium account is Rs 30400000and Reserves is Rs. 5350000.
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.
No Bonus Shares were issued during the year under review.
7. Directors and Key Managerial Personnel
Ms. Pooja H Mehta Directors retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offer themselves for reappointment.
Mr Kishore V Shah has been Re designated as Whole Time Director and Chief FinancialOfficer with effect from 30 March 2015 .
Mr. Ganeshprasad Gupta Company Secretary and Compliance officer has resigned witheffect from June 2015 respectively
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year six Board Meetings and four Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
9. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and Clause 52 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried 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 Clause 49 of Listing Agreement.
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.
M/s. Lalit Kumar Dangi & Co. Chartered Accountants FR No.112107W hold officeuntil the conclusion of ensuing Annual General Meeting and being eligible offer themselvesfor re-appointment as Auditors of the Company.
The Company has received letter from M/s. Lalit Kumar Dangi & Co. CharteredAccountants to the effect that their appointment if made would be in the prescribedlimit under 141(3)(g) of the Companies Act 2013 and that they are not disqualified for reappointment.
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. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
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.
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. Certain observations made in the report which were mainly due toambiguity and uncertainty of the applicability of the new law for the relevant period.However the company would ensure in future that all the provisions are complied to thefullest extent.
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.
1. Details of options granted during the Financial Year 2014-15 to:
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 & Clause 49 of the ListingAgreement the Company has constituted a Business Risk Management Committee. The detailsof the Committee and its terms of reference are set out in the Corporate Governance Reportforming 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
Material changes occurred subsequent to the close of the financial year of the Companyto which the balance sheet relates and the date of the report like settlement of taxliabilities 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.
The details relating to deposits covered under Chapter V of 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 Note No.6 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 Clause 49 of the Listing Agreement during the financial year ended March 312015 aregiven below. Suitable disclosures as required under AS 18 have been made in the FinancialStatement.
Interest Free Loan to two body corporate
Sub Brokerage: Mrs Meeta H Mehta INR 550058 & Mr. Mihir K Shah INR 27502
Remuneration of Key Managerial Personnel: Mr. Kishore V Shah INR 6 48000.00 and HitenR Mehta INR 180000.00
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 with rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect 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
(b) Technology absorption
(c) Foreign exchange earnings and Outgo a) Conservation of energy
(b) Technology absorption
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 oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.
33. Corporate Governance:
As per Clause 52 of the Listing Agreement with the Stock Exchanges a detailed reporton corporate governance practices followed by the Company together with the certificatefrom the Company's Statutory Auditors confirming compliance forms part of this 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 Directorsand designated employees have confirmed compliance with the Code. The Board has appointedJai 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 2015
An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.
Form No. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015
Alacrity Securities Limited
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Alacrity Securities Limited.(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on my verification of the Alacrity Securities Limited books papersminute books forms and returns filed and other records maintained by the company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the company has during the audit period covering the financial year ended on31st March2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by Alacrity Securities Limited for the financial year ended on 31stMarch 2015 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder; (iii) The Depositories Act 1996 and the Regulations and Bye-laws framedthereunder; (iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) 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) Regulations 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
(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;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
(vi) The other laws as may be applicable specifically to the company
a) The Securities and Exchange Board of India (Stock Brokers and Sub- Broker)Regulation 1992.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.(Notapplicable to the Company during the Audit period)
(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange Ltd.
During the period under review and as per the representations and clarification made bvthe management the Company has generally complied with the provisions of the Act RulesRegulations Guidelines Standards etc. mentioned above subject to filling of forms withadditional fees and the following observations:
The Company has granted interest free unsecured loan to two bodies corporate whereDirector is interested covered in the register maintained under section 189 of theCompanies Act 2013. The terms and conditions of the loan granted are in our viewprima-facie not prejudicial to the interest of the Company. The repayment of loan is ondemand.
The Company has not filed Form DIR-12 with the Registrar of Company as required underthe provisions of Section 161 under the Companies Act 2013 in respect of theregularisation of Additional Director.
I further report that
The compliance by the Company of applicable financial laws like direct and indirecttax laws has not been reviewed in this Audit since the same have been subject to reviewby statutory financial audit and other designated professionals;
As informed by the Company due to inadequate profit during the year the Board hasdecided not to pay sitting fees to the Directors for the financial year 2014-15.
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.
Decision at the Board Meetings was taken unanimously.
I further report that based on review of compliance mechanism established by theCompany and on the basis of the Compliance Certificate(s) issued by the Company Secretaryand taken on record by the Board of Directors at their meeting(s) we are of the opinionthat the management has adequate systems and processes commensurate with its size andoperations to monitor and ensure compliance with all applicable laws rules regulationsand guidelines; and as informed the Company has responded to notices for demands claimspenalties etc levied by various statutory / regulatory authorities and initiated actionsfor corrective measures wherever necessary.
I further report that during the audit period the company has passed specialresolution under section 188(1)(f )of the Companies Act2013 in its previous AGM held on27 September2014 .
Alacrity Securities Limited B-101 Haridarshan Bhogilal Phadia Road Kandivali-WestMumbai 400067.MH
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.