To the Members of Almondz Global Securities Limited
The Board of Directors submits the Annual Report of your Company together with theAudited Statement of Accounts for the year ended March 31 2016.
1. Financial Results
Financial Results of the Company for the year under review are summarized as under :
| || ||(Rs. in Lacs) |
| ||Year Ended 31.03.2016 ||Year Ended 31.03.2015 |
|Gross Income ||3975.47 ||5365.66 |
|Profit before Interest Depreciation & Tax ||501.37 ||1193.22 |
|Less : Interest ||317.65 ||374.52 |
|Less : Depreciation ||168.49 ||216.64 |
|Less : Provision for Tax ||(54.16) ||117.37 |
|Net Profit after Tax ||69.39 ||484.69 |
In order to conserve resources and to strengthen the financial position of the Companyto enable expansion of the Company your Directors do not recommend payment of dividend.
3. Standalone & Consolidated Financials
For the year ended March 31 2016 your Company earned a total income of Rs. 3975.47Lacs as against previous years total income of Rs. 5365.66 Lacs. As per theConsolidated Accounts the total income is Rs. 5369.22 Lacs as against the previousyears income of Rs. 6709.82 Lacs. The Company has incurred a profit of Rs. 69.39Lacs in the current year as compared to a profit of Rs. 484.69 Lacs in the previous year.As per the Consolidated Accounts the net loss for the year is Rs. 39.44 Lacs as comparedto Rs. 758.31 Lacs in 2014-15.
The Company proposes the total amount of Rs. 69.39 Lacs available for appropriation tobe retained in the statement of profit and loss.
5. Information on State of Affairs of the Company
Information of the segmental operations and financial performance are given in theManagement Discussion and Analysis Report in accordance with SEBI (LODR) Regulations2015.
6. Human Resources
Your company believes that human talent is its fundamental strength and they continueto be the key driving force of the organization. Your company has generally enjoyedcordial relations with its employees. We believe in aligning business priorities with theaspirations of employees leading to the development of an empowered and responsive humancapital.
As on 31 March 2016 your Company has a diverse employee base with 198 employees allover India. This heterogeneous base is central to sustaining the Companyscompetitive edge.
The HR function in Almondz Global is-aligned and closely integrated with business unitsin order to support operational agility to be scalable for the Companys futuregrowth as well as to achieve higher employee satisfaction.
7. Material changes and commitments
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report.
8. Details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and companys operations in future
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.
9. Internal Financial Controls
The Company has adequate internal financial controls with reference to FinancialStatements.
During the year under Report your Company had not accepted any public deposits and assuch no amount on account of principal or interest on public deposits was outstanding onthe date of the Balance Sheet.
11. Share Capital
During the year under Report the Company has not issued any share capital.
12. Particulars of remuneration of Directors / KMP / Employees
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules isattached as Annexure I A which forms part of this report.
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 is attached as Annexure I B whichforms part of this report.
13. Employees Stock Option Plan
To share the value created by the employees and to promote the culture of employeeownership in your Company your Company introduced the "Almondz Global SecuritiesEmployees Stock Option Scheme 2007" (the Scheme" or "ESOS 2007")for granting offering and issuing upto 4500000 options or 15% of paid-up share capital ofthe Company whichever is lower in one or more tranches which was also approved by theshareholders on March 4 2008 through Postal Ballot. Thereafter the Scheme was amendedvide approval of the shareholders of the Company by passing a Special Resolution on 13April 2010 by way of postal ballot thereby increasing the number of options which can begranted under the Scheme from 4500000 or 15% of paid-up share capital of the Companywhichever is lower to 15000000 or 50% of paid-up share capital of the Companywhichever is lower.
During the year under Report no options have been granted by the Company and 587000options lapsed.
Further during the year under Report no option were vested. The exercisable option atthe end of 31 March 2016 is 429000. Details of the options issued under ESOS 2007 as alsothe disclosures in compliance with Clause 12 of the Securities and Exchange Board of India(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are setout in the Annexure II to this Report.
None of the management employees has received options exceeding 5% of the number of theoptions issued during the year ended 31 March 2016. Likewise no employee has been issuedstock options during the period under Report equal to or exceeding 1% of the issuedcapital (excluding outstanding warrants and conversions) of the Company at the time ofgrant.
The shares of your Company are listed at Bombay Stock Exchange Limited and NationalStock Exchange of India Limited Mumbai. The listing fees to the Stock Exchanges for thefinancial year 2016-17 have been paid.
15. Extract of Annual Return
Pursuant to the Section 92(3) of the Companies Act 2013 extract of the annual Returnis annexed to this report as Annexure III.
16. Conservation of energy & technology absorption and Foreign exchange earningsand Outgo
A. Since the Company does not carry any manufacturing activities particulars to bedisclosed with respect to Conservation of energy & technology absorption under Section134 (3) (m) of Companies Act 2013 read with Companies (Accounts) Rules 2014 are notapplicable.
B. During the year under review there has been no earnings and outgo in foreignexchange.
Ms. Neelu Jain Director retires by rotation at the ensuing 22nd Annual GeneralMeeting.
Mr. Satish Chandra Sinha has been appointed as an additional Director w.e.f.25.05.2016. He holds office upto the date of the ensuing Annual General Meeting. TheCompany has received the requisite notices in writing along with the necessary depositsignifying candidature of Directors.
Pursuant to the provisions under Section 134(3)(d) of the Companies Act 2013 withrespect to statement on declaration given by Independent Directors under Section 149(6) ofthe Act the Board hereby confirms that all the Independent Directors of the Company havegiven a declaration and have confirmed that they meet the criteria of independence asprovided in the said Section 149(6).
18. Number of Meetings of the Board
During the Financial Year 2015-16 5 (Five) number of Board meetings were held. Fordetails thereof kindly refer to the section Board of Directors- in the CorporateGovernance Report.
19. Disclosure on Audit Committee
The Audit Committee as on March 31 2016 comprised of the following IndependentDirectors :
Mr. Ajay Kumar (Chairman) Mr. Atul Kumar Shukla and Mr. Krishan Lal Khetarpaul.Further all recommendations of Audit Committee were accepted by the Board of Directors.
20. Sexual Harassment
The Company has zero tolerance for sexual harassment at the workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at the workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules framed thereunder. The company did notreceive any complaints to report in the Boards report.
21. Vigil Mechanism / Whistle Blower Policy
The Company has established a Vigil Mechanism (Whistle Blower) Policy for Directors andEmployees to report concerns about unethical behaviour actual or suspected fraud orviolation of the Companys code of conduct or ethics policy. The Vigil Mechanismshall provide adequate safeguards against victimization of Director(s) / Employee(s) whoavail of the mechanism and also provide for direct access to the Chairman of the AuditCommittee. The details of establishment of the vigil mechanism disclosed by the Company onits website www.almondzglobal.com.
22. Performance Evaluation of the Board its Committees and Individual Directors
Pursuant to applicable provisions of the Companies Act 2013 and the Listing Agreementwith Stock Exchanges the Board in consultation with its Nomination & RemunerationCommittee has formulated a framework containing inter-alia the criteria forperformance evaluation of the entire Board of the Company its Committees and IndividualDirectors including Independent Directors. A structured questionnaire has been preparedcovering various aspects of the functioning of the Board and its Committee such asadequacy of the constitution and composition of the Board and its Committees mattersaddressed in the Board and Committee meetings processes followed at the meetingBoards focus regulatory compliances and Corporate Governance etc. Similarly forevaluation of Individual Directors performance the questionnaire covers variousaspects like his/ her profile contribution in Board and Committee meetings execution andperformance of specific duties obligations regulatory compliances and governance etc.
The Board has carried out a formal annual evaluation of its own performance and that ofits Committees and individual Directors. The Directors expressed their satisfaction withthe evaluation process.
23. Nomination & Remuneration Committee & Policy
The Board of Directors of your Company has on Constituted the Nomination &Remuneration Committee and based on their recommendation framed and adopted a policy forselection and appointment of Directors KMP and their remuneration. The contents of thepolicy are disclosed by the company on its websitewww.almondzglobal.com..
24. Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows :
Mr. Navjeet Singh Sobti : Vice Chairman & Managing Director
Mr. Govind Prasad Agrawal : Chief Financial Officer
Mr. Ajay Pratap : Company Secretary
25. Contracts or arrangements with Related Parties under Section 188(1) of theCompanies Act 2013
With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the financial year were on an arms length basis.
There being no material related party transactions as defined under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 there are no detailsto be disclosed in Form AOC-2 in that regard. During the year 2015-16 pursuant to section177 of the Companies Act 2013 and SEBI Listing Regulations 2015. All RPTs were placedbefore Audit Committee for its prior/omnibus approval. The Policy on RPTs as approved byBoard is uploaded on the Companys website.
26. Risk Management
The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.
The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.
27. Secretarial Auditor & Secretarial Audit Report
The Board had appointed M/s Ashu Gupta & Co. Company Secretaries in WholetimePractice to carry out Secretarial Audit under the provisions of Section 204 of theCompanies Act 2013 for the financial year 2015-16. The report of the Secretarial Auditoris annexed to this report as Annexure V. The Secretarial Aduditors Report forthe financial year 2015-16 does not contain any qualification resevation or adverseremarks.
28. Corporate Social Responsibility
Detailed information report on Corporate Social Responsibility Policy developed andimplemented by the Company on CSR initiatives taken during the year pursuant to section135 of the Companies Act 2013 is given in the Annexure VI of this Report.
29. Details of Subsidiary / Joint Ventures / Associate Companies
Company is having six subsidiaries and two associate companies. The statementcontaining the summarised financial position of the subsidiary / Associates / JointVentures pursuant to Section 129 and Rules 5 of the Companies (Accounts) Rules 2014 iscontained in Form AOC 1 which form part of the Annual Report as Annexure VII.
30. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. AVK & Associates CharteredAccountants (registration number: 002638N) were appointed by the shareholders at the 20thannual general meeting to hold office until the conclusion of the 23rd annual generalmeeting subject to ratification by shareholders at each annual general meeting.
The members are requested to ratify the appointment of M/s. AVK & AssociatesChartered Accountants (registration number: 002638N) as statutory auditors of the Companyand to fix their remuneration for the year 2016-17.
The Company has obtained necessary certificate under Section 141of the Companies Act2013 from the auditors conveying their eligibility for the above appointment. The auditcommittee and board reviewed their eligibility criteria as laid down under Section 141 ofthe Act 2013 and recommended ratification of their appointment as auditors for theaforesaid period.
The observations made in the Auditors Report read with the relevant notes thereonare self-explanatory and hence do not call for any comments under Section 134 of theCompanies Act 2013.
31. Corporate Governance
Corporate Governance is about commitment to values and about ethical business conduct.It stems from the culture and mindset of a management. Measures of Corporate Governanceemanate not only from Regulation but also because managements now clearly understand thatgood and transparent governance is the cornerstone on which lasting values can be created.Your company strives for excellence with the objective of enhancing shareholdersvalue and protecting the interest of stakeholders. At Almondz Global Securities we ensurethe practice of the Principles of Good Corporate Governance on which management decisionsare based on a set of principles influenced by the values. All functions of the Companyare discharged in a professionally sound competent and transparent manner.
A detailed report on the Companys commitment at adopting good CorporateGovernance Practices is enclosed. The Auditors certificate on compliance with themandatory provisions of the Corporate Governance with SEBI (LODR) Regulations 2015
32. Consolidated Financial Results
As required under Section 129 of the Companies Act 2013 and Clause 33 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a ConsolidatedFinancial Statement of the Company and all its subsidiaries is attached. The ConsolidatedFinancial Statements have been prepared in accordance with Accounting Standards 21 issuedby the Institute of Chartered Accountants of India.
33. Cash Flow Statement
In conformity with the provisions of Listing Regulations the Stock Exchanges the CashFlow Statement for the year ended 31 March 2016 is annexed hereto.
34. Management Discussion and Analysis Statement
The Annual Report has a detailed chapter on Management Discussion and Analysis whichforms a part of this report.
35. Policy on Insider Trading
Your Company formulated and implemented a Code of Conduct for Prevention of InsiderTrading (Code) in accordance with the guidelines specified under the Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 1992. The Companyhas adopted code of Internal Procedures and Conduct for Regulating Monitoring AndReporting of Trading by Insiders in terms of new Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015. The Board of Directors appointed Mr.Ajay Pratap Company Secretary as the Compliance Officer under the said Code responsiblefor complying with the procedures monitoring adherence to the Code for the preservationof price sensitive information pre-clearance of trade monitoring of trades andimplementation of the Code of Conduct under the overall supervision of the Board ofDirectors.. The Code of Conduct is available on your Companys websitewww.almondzglobal.com
36. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that :
(i) in the preparation of annual financial statements the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;
(ii) the directors have selected such accounting policies and applied them consistentlyand made judgements 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 2015-16and of the profit of the company for that period;
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the directors have prepared the annual accounts on a going concern basis;
(v) The directors had laid down proper internal financial controls and such internalfinancial controls are adequate and were operating effectively
(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
As per the listing Regulations corporate governance report with auditorscertificate thereon and management discussion and analysis are attached which form partof this report.
Details of the familiarization programme of the independent directors are available onthe website of the Company (www.almondzglobal.com). Policy for determining materialsubsidiaries of the Company is available on the website of the Company(www.almondzglobal.com). Policy on dealing with related party transactions is available onthe website of the Company (www.almondzglobal.com). The Company has formulated andpublished a Whistle Blower Policy to provide Vigil Mechanism for employees includingdirectors of the Company to report genuine concerns. The provisions of this policy are inline with the provisions of the Section 177(9) of the Act and the Listing Regulations
38. Particulars of Loans Guarantees or Investments by the Company
Details of Loans Guarantees and Investments are given in the notes to FinancialStatements.
Your Directors would like to place on record their gratitude for all the guidance andco-operation received from the Securities and Exchange Board of India the Bombay StockExchange Limited National Stock Exchange of India Limited National Securities DepositoryLimited Central Depository Services (India) Limited and other government and regulatoryagencies.
Your Directors are grateful to the Companys clients investors bankers and otherbusiness associates for their continued support.
Your Directors would also like to take this opportunity to express their appreciationto the dedicated and committed team of employees for their contribution to the Company andrendering high quality services to the clients. We would also like to thank all ourshareholders for their support in our endeavours.
| ||For and on behalf of the Board of Directors |
| ||ATUL KUMAR SHUKLA |
|New Delhi ||Chairman |
|August 09 2016 ||(DIN : 00121601) |
Annexure I A to Directors Report
THE INFORMATION REQUIRED UNDER SECTION 197 OF THE ACT READ WITH RULE 5(1) OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 ARE GIVENBELOW :
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year :
|Executive Directors ||Ratio to median remuneration |
|Mr. Navjeet Singh Sobti ||19.34 |
|Mr. Jagdeep Singh ||13.08 |
The non Executive Directors do not get any remuneration except for the sitting fees.Details of sitting fees paid to the Non executive Directors during the year is given inCorporate Governance Report.
b. The percentage increase in remuneration of Executive director chief financialofficer & company secretary in the financial year :
|Directors Chief Executive Officer Chief Financial Officer and Company Secretary ||% increase in remuneration in the financial year |
|Mr. Navjeet Singh Sobti || |
|Mr. Jagdeep Singh || |
|Mr. Govind Prasad Agrawal CFO || |
|Mr. Ajay Pratap Company Secretary ||14.63% |
c. The percentage increase in the median remuneration of employees in the financialyear : 8.42%
d. The number of permanent employees on the rolls of Company : 198
e. Average percentile increase already made in the salaries of employees other than themanagerial 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 :
Average percentage increase made in the salaries of employees other than the managerialpersonnel in the last financial year i.e. 2015-16 was 5.35% whereas the increase in themanagerial remuneration for the same financial year was 1.26%.
f. The key parameters for any variable component of remuneration availed by thedirectors :
g. Affirmation that the remuneration is as per the remuneration policy of the Company :
The Company affirms remuneration is as per the remuneration policy of the Company.
Annexure 'I B' to Directors Report
THE INFORMATION REQUIRED UNDER SECTION 197 OF THE ACT READ WITH RULE 5(2) OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 ARE GIVENBELOW :
A. Statement of the top ten employees in terms of remuneration drawn :
|Name of the Employee ||Remuneration received (in Rs.) ||Qualification of the Employee ||Experience of the Employee in years ||Date of Commencement of Employment in the Company ||Age of the Employee ||Last Employment held by such Employee before joining the Company |
|Jagdeep Singh ||4852818 ||B.sc. Maths (H) Chartered Accountant ||25 ||01.04.2008 ||50 ||Allianz Capital & Management Services Limited |
|Harjit Singh Sethi ||4325000 ||B.Com L.L.B ||18 ||09.03.2005 ||55 ||Bosuna Investors Guild Pvt. Ltd. |
|Manoj Manekji Dand ||3384000 ||B.Com ||30 ||09.10.2013 ||50 ||Reliance Capital Ltd. |
|Navjeet Singh Sobti ||7173938 ||B.Com (H) Chartered Accountant ||27 ||01.07.1996 ||48 ||N. A |
|Manoj Kumar Arora ||4778400 ||MBA in finance ||25 ||04.11.1994 ||43 ||Medicade Agencies |
|Sankha Dasgupta ||4178400 ||EXPGDM (XIMB) B.Com ||19 ||12.09.1996 ||42 ||N. A |
|Arindam Biswas ||2527200 ||B.com (Hons); Masters in Business Management ||18 ||01.10.2000 ||41 ||Sodexho Pass (India) Pvt. Ltd. |
|Govind Prasad Agrawal ||3717600 ||B.Com LLB FCS ||38 ||01.04.2005 ||61 ||Shiva Paper Mills Ltd. |
|Prabhjot S. Arora ||2820000 ||MBA B.E. ||12 ||15.04.2008 ||35 ||STM Limited |
|Sudhakar Singh ||3493500 ||B. Tech (Hons) in Civil Engineering ||31 ||01.04.2013 ||54 ||Feedback infrastructure Services Ltd. |
B. No employee of the Company has drawn remuneration aggregating to Rs. 1.02 Croreper annuam or Rs. 8.50 Lacs per month during the year under report
Annexure II to Directors Report
Disclosure pursuant to the provisions of the Securities and Exchange Board of India(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (As on31 March 2016)
|Nature of Disclosure ||Particulars |
|a) Options granted during the year ||NIL |
|b) Pricing Formula ||N.A. |
|c) Options vested during the year ||NIL |
|d) Options exercised during the year ||NIL |
|e) The total number of shares arising as a result of exercise of options during the year ||NIL |
|f) Options lapsed during the year ||80998 |
|g) Variation of Terms of Options ||The exercise price for all the outstanding options of Tranches First to Fifth were revised to Rs. 26.65 by the Compensation Committee in its meeting held on 7 July 2011. |
|h) Money realized by exercise of options (including Tax) ||NIL |
|i) Total number of options in force (at the end of the year) ||ESOS 2007 348002 options |
|j) Diluted Earnings per Share ||Rs. 0.27 |
No option were granted during the financial year 2015-16 and the previous year 2014-15hence the disclosures related to employees-wise details of option granted differencebetween employee compensation cost using then intrinsic value and fair value of theoptions and its impact on EPS of the Company the description of the method and thesignificant assumptions to estimate the fair values of the options including weightedaverage information are not applicable.