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 2014.
1. Financial Results
Financial Results of the Company for the year are summarized as under:
(Rs. in Lacs)
| ||Year Ended 31.03.2014 ||Year Ended 31.03.2013 |
|Gross Income ||4310.94 ||4860.73 |
|Profit before Interest Depreciation & Tax ||1303.98 ||543.38 |
|Less: Interest ||287.63 ||309.35 |
|Less: Depreciation ||229.28 ||232.40 |
|Less: Provision for Tax ||203.13 || |
|Net Profit after Tax ||583.94 ||1.63 |
It is felt by management of your Company that resources of the company should beconserved. Your Directors have decided not to recommend any dividend for the financialyear ended 31 March 2014.
3. Standalone & Consolidated Financials
For the year ended March 31 2014 your Company earned a total income of Rs. 4310.94Lacs as against previous years total income of Rs. 4860.73 Lacs. As per theConsolidated Accounts the total income is Rs. 9604.29 Lacs as against the previousyears income of Rs. 10614.34 Lacs. The Company has earned a profit of Rs. 583.94Lacs in the current year as compared to a profit of Rs. 1.63 Lacs in the previousyear. As per the Consolidated Accounts the net profit for the year is Rs. 537.07 Lacs ascompared to Rs. 568.63 Lacs in 2012-13.
4. Human Resources
At your Company employees continue to be the key driving force of the organization andremain a strong source of our competitive advantage. We believe in aligning businesspriorities with the aspirations of employees leading to the development of an empoweredand responsive human capital. We strive to create a work environment which encouragesinnovation and creativity.
As on 31 March 2014 your Company has a diverse employee base with 235 employees allover India. This heterogeneous base is central to sustaining the Companyscompetitive edge.
The HR function in Almondz Global has been re-aligned and closely integrated withbusiness units in order to support operational agility to be scalable for theCompanys future growth as well as to achieve higher employee satisfaction. Goingforward the new structure will support greater focus for strategic initiatives and alsoprovide more leadership growth in the Company.
5. Consolidated Financial Results
As required under Clause 32 of the Listing Agreements with the Stock Exchanges aConsolidated Financial Statement of the Company and all its subsidiaries is attached. TheConsolidated Financial Statements have been prepared in accordance with AccountingStandard (AS-21) issued by the Institute of Chartered Accountants of India.
6. Cash Flow Statement
In conformity with the provisions of Clause 32 of the Listing Agreements with the StockExchanges the Cash Flow Statement for the year ended 31 March 2014 is annexed hereto.
7. 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 Clause (Clause 49 of the ListingAgreement) is annexed therewith.
8. Corporate Governance Report and Management Discussion and Analysis Statement
A report on Corporate Governance is attached to this Report as also a ManagementDiscussion and Analysis statement.
The Annual Report has a detailed chapter on Management Discussion and Analysis whichforms a part of this report.
9. 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 as amended tilldate. The Board of Directors appointed Mr. Ajay Pratap Company Secretary as theCompliance Officer under the said Code responsible for complying with the proceduresmonitoring adherence to the Code for the preservation of price sensitive informationpre-clearance of trade monitoring of trades and implementation of the Code of Conductunder the overall supervision of the Board of Directors. The said Code inter aliaprohibits purchase and / or sale of shares of the Company and its client companies by aninsider while in possession of unpublished price sensitive information in relation to thesame. The Code of Conduct is available on your Companys website.
10. Directors Responsibility Statement
Pursuant to the requirement of Section 217(2AA) of the Companies Act 1956("Act") and based on the representations received from the operatingmanagement the Directors hereby confirm that:
i. in the preparation of the Annual Accounts for the year 2013-14 the applicableAccounting Standards have been followed and there are no material departures;
ii. they have selected such accounting policies in consultation with the statutoryauditors and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year 2013-14 and of the profit of the Company for thesaid financial year;
iii. they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 1956. They confirm that there are adequate systems andcontrols for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; and
iv. they have prepared the Annual Accounts on a going concern basis.
11. Subsidiary Companies
During the year under reporting the Company had nine subsidiaries namely AlmondzFinanz Ltd. Almondz Debt Advisors Ltd. (Step-down Subsidiary) Almondz Commodities Pvt.Ltd. Almondz Wealth Advisors Ltd. Almondz Insurance Brokers Pvt. Ltd. AlmondzRe-insurance Brokers Pvt. Ltd. (Step-down Subsidiary) Skiffle Healthcare Services Ltd.North Square Projects Pvt. Ltd. and Almondz Global Infra-Consultant Ltd.
Three Companies namely Almondz Insurance Brokers Pvt. Ltd. Almondz Re-insuranceBrokers Pvt. Ltd. and Almondz Debt Advisors Ltd. ceased to be subsidiaries on account ofsale of shareholding in these companies.
A statement pursuant to Section 212 and 212(8) of the Companies Act 1956 in respect ofthese subsidiaries is appended to the Balance Sheet. In terms of approval granted by theCentral Government under Section 212(8) of the Companies Act 1956 the annual accountsand other reports specified in Section 212(1) in respect of the subsidiary companies havenot been attached to the Balance Sheet. The Company will make available these documents /details to the investors of the Company and the subsidiary companies upon request made inthis regard to the Company. In accordance with the requirements of Accounting Standard(AS-21) prescribed by the Institute of Chartered Accountants of India the ConsolidatedFinancial Statement of the Company and its subsidiaries is annexed to this Annual Report.
12. Particulars required as per Section 212 of the Companies Act 1956
The Statement pursuant to Section 212 of the Companies Act 1956 containing thedetails of the Subsidiary Companies as on 31 March 2014 is enclosed.
13. Fixed Deposits
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.
During the year under report Mr. Vinay Mehta has resigned from office of ManagingDirector w.e.f. 16.07.2014. He also resigned from the Board of Director of the Company ofthe Company w.e.f 06.08.2014.
Mr. Navjeet Singh Sobti has been appointed as the Vice Chairman and Managing Directorw.e.f. 12.08.2014.
Mr. Sanjay Tiwari retire by rotation at the ensuing 20th Annual General Meeting. Mr.Atul Kumar Shukla Mr. Surendar Kumar Sood and Mr. Krishan Lall Khetarpaul are theDirectors of the Company whose period of office is liable to retirement by rotation as perthe Companies Act 1956. They have submitted declarations that they meet the criteria ofindependence under Section 149(6) of the Companies Act 2013 and are eligible forappointment.
The Board recommends for their appointment as Independent Directors of the Company tohold the office for a term upto five consecutive years commencing from 29th September2014.".
Mrs. Neelu Jain has been appointed as the additional Director w.e.f. 12.08.2014. Sheholds office up to the date of the ensuing Annual General Meeting. The Company hasreceived the requisite notices in writing along with the necessary deposit signifying hercandidature for the office of Director.
15. 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 250000options lapsed.
Further during the year under Report pursuant to the Scheme and the terms of thegrants made an aggregate of 143336 options got vested in the optionholders as per theapplicable vesting schedule of the respective grant.
Details of the options issued under ESOS 2007 as also the disclosures in compliancewith Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Schemeand Employee Stock Purchase Scheme) Guidelines 1999 are set out in the Annexure to thisReport.
None of the management employees has received options exceeding 5% of the number of theoptions issued during the year ended 31 March 2014. 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.
16. Issuance of Equity Shares
During the year under Report the Company has not issued any equity shares.
17. Listing of Equity Shares
During the year under Report the equity shares of your Company are listed at NationalStock Exchange of India Ltd. Mumbai and Bombay Stock Exchange Limited Mumbai.
18. Ratings for Term Funding
During the year under report no rating was accorded to your Companys termborrowings.
19. Auditors & Auditors Report
The Company in terms of Section 139 (1) and (2) of the Companies Act 2013 isrequired to appoint statutory auditors for a term of five consecutive years i.e. till theconclusion of sixth annual general meeting and ratify their appointment during theperiod in every annual general meeting by an ordinary resolution.
The period for which any firm has held office as auditor prior to the commencement ofthe Companies Act 2013 will be taken into account for calculating the period of fiveconsecutive years as per the fourth proviso to Section 139(2) of the Companies Act 2013read with Rule 6(3) of the Companies (Audit and Auditors) Rules 2014.
M/s. AVK & Associates who were appointed as statutory auditors of the Company atthe annual general meeting held on 23rd September 2013 are eligible to be appointed forthe remaining period of 3 years out of the first term of five consecutive years in termsof the Companies Act 2013.
The Company has obtained necessary certificate under Section 141 of the Companies Act2013 from the auditor conveying their eligibility for the above appointment. The auditcommittee and board reviewed their eligibility criteria as laid down under Section 141 ofthe Companies Act 2013 and recommended their appointment as auditors for the aforesaidperiod.
The observations made in the Auditors Report read with the relevant notes thereonare self-explanatory and hence do not call for any comments.
20. Secretarial Auditors
As required under Section 204 of the Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company is required to appoint aSecretarial Auditor for auditing the secretarial and related records of the Company and toprovide a report in this regard.
Accordingly M/s Ashu Gupta & Co. Company Secretaries Delhi have been appointedas Secretarial Auditors for carrying out the secretarial audit for the financial year2014-15 for attaching their report with the Boards report to the shareholders.
21. Particulars of Employees
Information as required under Section 217(2A) of the Act read with Companies(Particulars of Employees) Rule 1975 and any amendment thereof is given in Annexureforming part of this Report.
22. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The particulars as prescribed under Section 217(1)(e) of the Act read with theCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 inrelation to Conservation of Energy and Technology Absorption are not applicable to yourCompany during 2013-14.
23. Foreign Exchange Earnings & Outgo
During the year under review there were nil foreign exchange earnings and outgo.
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 |
|New Delhi ||ATUL KUMAR SHUKLA |
|August 12 2014 ||Chairman |
| ||(DIN: 00121601) |
Annexure 'A' to Directors Report
PARTICULARS OF EMPLOYEE / S PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT 1956
|Name of the Employee ||Remuneration received (Rs. in Lacs) ||Nature of Employment (Permanent/ Contractual) ||Other Terms & Conditions ||Nature of Duties of the Employee/ Designation ||Qualification & Experience of the Employee ||Date of Commence- ment of Employment ||Age of the Employee ||Last Employment held by such Employee before join ing the Company |
|Navjeet Singh Sobti ||69.86 ||Permanent ||Appointed for a period of 5 Years ||Executive Vice Chairman ||B. Com. FCA ||19 May 2011 ||47 ||N.A. |
Annexure B 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 2014)
|Nature of Disclosure ||Particulars |
|a) Options granted during the year ||NIL |
|b) Pricing Formula ||N.A. |
|c) Options vested during the year ||143336 |
|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 ||250000 |
|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 2751000 options |
|k) Diluted Earnings per Share ||Rs. 2.26 |
Since no option were granted during the financial year 2013-14 and the previous year2012-13 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.