The Members Amarnath Securities Ltd.
Your Directors have pleasure in presenting the Annual Report together with the auditedstatement of accounts for the year ended 31st March 2015
The summarized financial results for the year ended 31st March 2015 are asunder:
(Amount in '.)
|Particulars ||2014-15 ||2013-14 |
|1. Profit before Interest Depreciation and Tax ||950505 ||779226 |
|2. Interest ||- ||- |
|3. Depreciation ||259465 ||47893 |
|4. Profit(Loss) Before Tax ||694040 ||731333 |
|5. Provision for taxation ||111709 ||256426 |
|6. Profit(Loss) After Tax ||582331 ||474907 |
The profits of the Company are derived from interest income and advisory feessupplemented by profit on sale of investments.
Your Director do not recommend dividend for the year.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND:
The Company does not have any amount of Unpaid/Unclaimed Dividend which is required tobe transferred to the Investors Education & Protection fund as required under Sectionof the Companies Act. There are no other statutory amount like outstanding unpaid RefundAmount on Share Applications unpaid interests or principal of Deposits and Debentures etclying with the company which are required to be transferred to Investors Education andProtection Fund.
COMPLIANCE WITH THE LISTING AGREEMENT:
The Company has complied with the mandatory provisions of Corporate Governance asstipulated in the Listing Agreement with the Stock Exchanges.
During the year under review your Directors have not issued any Equity or PreferenceShares to any person. There has been no change in the issued subscribed and paid upcapital of the company during the year under review.
The company has not accepted the fixed deposits during the year under report.
SIGNIFICANT OR MATERIAL ORDER PASSED BY REGULATORS/COURTS
During the year under review there were no significant or material orders passed bythe regulators or court or tribunals impacting the going concern status and CompanyOperations in future.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting financial position of theCompany which have occurred between the end of the financial year of the Company i.e.March 31 2015 and the date of the director report.
CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by the Ministry of
Corporate Affairs evry Company having the net worth of ' 500 crores or more orturnover of
' 1000 crores or more net profit of ' 5 crores during any financial year have to spendat least 2% of the average net profit of the Company made during the three immediatelypreceding financial years.
Accordingly the provision of CSR activities under Companies Act 2013 do not apply toyour company.
COMPLIANCE TO CODE OF CORPORATE GOVERNANCE:
Compliance with the provision of Clause 49 shall not be mandatory as paid up equityshare capital not exceeding ' 10 Cores and the Net worth not exceeding ' 25 Cores as thelast day of the previous financial year as per circular of SEBI bearing numberCIR/CFD/POLICY CELL/7/201d dated 15th September 2014.
JOINT VENTURE COMPANY/ASSOCIATES
The Company has no Joint Venture Company/Associates as on date of this Balance Sheet.
The Company has no subsidiary as on date of this Balance Sheet.
CONSOLIDATION OF ACCOUNTS
In accordance with the Notification issued by the Ministry of Corporate AffairsGovernment of India to amend the Companies (Accounts) Rules 2014 vide notification dated14th October 2014 No. G.S.R. 723(E) in rule 6 after existing provison of the Companies(Accounts) Rules 2014. As such Consolidation of Accounts is not Applicable for thecurrent financial year.
RELATED PARTY TRANSACTION
All related party transaction that were entered into during the financial year were onan arms length basis and in the ordinary course of business. All the related partytransactions are preapproved by the Audit Committee. In view of this disclosure in formAOC-2 has not been provided as the same is not applicable to the Company.
During the year the Company has not entered into any contract/arrangement with relatedparties which could be considered materially significant related party transactions.
The details of the transaction with Related Party are provided in the accompanyingfinancial statement.
EXTRACTS OF ANNUAL RETURNS
The details forming Part of the Extracts of Annual Returns is annexed as per AnnexureA COMPOSITION OF BOARD
The board comprised with optimum combination of Executive and Non-Executive Directors.Board has one Executive and three Non-Executive Directors and four Independent Directorsduly appointed as per the Provisions of the Companies Act 2013
During the year Four Board Meeting and Four Audit Committee Meeting were convened andheld.
COMPOSITION OF AUDIT COMMITTEE
The Board has constituted an Audit Committee which Comprises of Mr. Mandar Patil asChairman and Mr. Rahul Tawde and Mr. Laxmikant Kabra as Members. More details about theCommittee are given in Annexure B
DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134 (3)(M) OF THE COMPANIES ACT2013(ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES 2014
(i) CONVERSION OF ENERGY
The Additional information required under the Act relating to conservation of energyare not applicable to your company.
(ii) TECHNOLOGY ABSORPTION
The Additional information required under the Act relating to technology absorption arenot applicable to your company.
(iii) FOREIGN EXCHANGE EARNINGS OR OUTGO
The company has no foreign exchange earnings or outgoes during the year under review.
The Companys Statutory Auditors M/s A N A M & Associates CharteredAccountants Ahmedabad retires as Statutory Auditors at the forthcoming Annual GeneralMeeting and have expressed their inability to offer themselves for reappointment in theforth coming Annual General Meeting. Company has received a certificate under section 139from the retiring auditors regarding their eligibility for re-appointment as theCompanys Auditors for the year 2015-16.
Pursuant to the provision of Section 138 of the Companies Act 2013 and the Companies(Accountants) Rules 2014 the company has adequate internal audit system.
Pursuant to the provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personal) Rules 2014 the company hasappointed M/s Vikas Chomal and Associates Company Secretary in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewithas Annexure C
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company maintains adequate internal control systems which provide amongst otherthings adequate support to all its operations and effectively handle the demands of theCompanys financial management systems.
The Company has in place effective systems safeguarding the assets and interest of theCompany and ensuring compliance with law and regulations. The Companys internalcontrol systems are supplemented by an extensive programme of internal audit conducted byan external auditor to ensure adequate system of internal control.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (5) of Companies Act 2013 as amended withrespect to the Directors Responsibility Statement it is hereby confirmed that:
i. In the preparation of the accounts for the financial year ended 31st March2015 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;
ii. The Directors have 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 as at 31st March2015 and of the profitand loss of the Company for the year ended 31st March2015;
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. The Directors have prepared the annual accounts for the financial year ended 31stMarch 2015 on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively
In terms of the Articles of Association of the Company Mr. Laxmikant Kabra Director ofthe Company is liable to retire by rotation at the ensuing Annual General Meeting of thecompany and being eligible offers himself for reappointment. The directors recommend hisreappointment as director of the company.
All the appointments of Directors of the company are in compliance with the provisionsof Section 164 of the Companies Act 2013.
All independent directors have given the declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act2013 and clause 49 ofthe listing Agreement.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.The details of the investments made by company aregiven in the notes to the financial statements.
NON-BANKING FINANCIAL COMPANIES (RESERVE BANK OF INDIA) DIRECTIONS:
The Company follows the RBI Directive regarding NBFC Business.
PARTICULARS OF THE EMPLOYEES:
The Company has no employee to whom the provision of section 197(12) of the CompaniesAct 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 apply and so it is not applicable to the company.
The directors wish to thank and deeply acknowledge the cooperation and assistancereceived from the Bankers Suppliers and shareholders. The Director also wishes to placeon record their appreciation of the devoted services of employees of the company.
For and on behalf of the Board of Directors
|Date: 09th May 2015 ||Sd/- |
|Place: Ahmedabad ||Bhavesh Tanna |
| ||Managing Director |
ANNEXURE A TO THE DIRECTORS' REPORT
FORM MGT 9 - EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR ENDED ON 31.03.2015[Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the CompanyManagement
& Administration) Rules 2014.
I. REGISTRATION AND OTHER DETAILS
|CIN ||L67120GJ1994PLC023254 |
|Registration Date ||12th October 1994 |
|Name of Company ||AMARNATH SECURITIES LIMITED |
|Category/Sub-category of the Company ||Company having Share Capital |
|Address of the Registered office & ||1/104 Sarthak Opp. C. T. Centre B/h. Swastik Cross Road C.G. Road Ahmedabad |
|contact details ||- 380 009 Gujarat India |
|Whether listed company ||Yes |
|Name Address & contact details of the ||System Support Services 209 Shivai Industrial Estate 89 Andheri Kurla Road |
|Registrar & Transfer Agent if any ||Saki Naka Mumbai 400 072 |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
(All the business activities contributing 10 % or more of the total turnover of thecompany shall be stated)
|Sr No. Name and Description of main products / services ||NIC Code of the Product/service ||% to total turnover of the Company |
|01 Investment Activity ||6430 ||100 |
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
|Sr. ||Name and Address of the |
|CIN/GLN ||Holding Subsidiary and Associate Companies ||% of shares Held ||Applicable |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i. Category-wise Share Holding
|Category of || |
No. of Shares held at the beginning of the
No. of Shares held at the end of the year [As
|% Change |
| || |
year[As on 1-April-2014]
| || |
| || || |
|Shareholders ||Demat ||Physical ||Total ||% of ||Demat ||Physical ||Total ||% of ||During the |
| || || || ||Total || || || ||Total ||Year |
| || || || ||Shares || || || ||Shares || |
|A. Promoters || |
|(1) Indian || |
|a) Individual/ HUF ||1665000 ||- ||1665000 ||55.50 ||1665000 ||- ||1665000 ||55.50 ||- |
|b) Central/ State Govt || || || || ||- ||- ||- ||- ||- |
|c) Bodies Corporate ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|d) Banks / FI ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|e) Any other ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Total shareholding of Promoter (A) ||1665000 ||- ||1665000 ||55.50 ||1665000 ||- ||1665000 ||55.50 || |
|(2) Foreign || |
|B. Public Shareholding || |
|1. Institutions || |
|a) Mutual Funds ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|b) Banks / FI ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|c) Central/ State Govt ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|d) Venture Capital Funds ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|e) Insurance Companies ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|f) FIIs ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|g) Foreign Venture Capital Funds ||- || |
|- ||- ||- ||- ||- ||- ||- |
|h) Others (specify) ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Sub-total (B)(1):- ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|2. Non-Institutions || |
|a) Bodies Corporate ||135000 ||- ||135000 ||4.50 ||- ||225215 ||225215 ||7.51 ||3.01 |
|b) Individuals || |
|i) Individual shareholders holding nominal share capital up to Rs. 1 lakh ||7000 ||222010 ||229010 ||7.63 ||157310 ||16077 ||173387 ||5.78 ||(1.85) |
|ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh ||664390 ||306800 ||971190 ||32.37 ||219200 ||717298 ||936498 ||31.21 ||(116) |
|c) Others (specify) ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Directors || || || || || || || || || |
|Non Resident Indians ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Overseas Corporate ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Foreign Nationals ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Clearing Members ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Trusts ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Foreign Bodies - D R ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Sub-total (B)(2):- ||806390 ||528810 ||1335200 ||44.50 ||376510 ||958690 ||1335200 ||44.50 ||- |
|Total Public Shareholding (B)=(B) (1)+ (B)(2) ||376510 ||958690 ||1335200 ||44.50 ||- ||958690 ||1335200 ||44.50 ||- |
|C. Shares held by Custodian for GDRs & ADRs ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Grand Total (A+B+C) ||376510 ||2623690 ||3000200 ||100 ||376510 ||2623690 ||3000200 ||100 ||- |
ii. Shareholding of Promoters
|Sr Shareholders Name || |
Shareholding at the beginning of the year (01/04/2014)
Shareholding at the end of the year (31/03/2015)
% change in shareholding during the year
|No. of Shares ||% of total Shares of thecompany ||%of Shares Pledged / encumbered to total shares ||No. of Shares ||% of total Shares of thecompany ||%of Shares Pledged / encumbered to total shares |
|1 Murlidhar Lakhiani ||630000 ||21.00 ||- ||630000 ||21.00 ||- ||- |
|2 Gaurav Chavda ||400000 ||13.33 ||- ||400000 ||13.33 ||- ||- |
|3 Bhavesh Tanna ||270000 ||9.00 ||- ||270000 ||9.00 ||- ||- |
|4 Manharben Chavda ||230000 ||7.67 ||- ||230000 ||7.67 ||- ||- |
|5 Laxmiknat Kabra ||135000 ||4.50 ||- ||135000 ||4.50 ||- ||- |
iii. Change in Promoters Shareholding (please specify if there is no change)
|Sr No. ||Name of the Promoter ||No. of Shares ||Particulars ||Date |
|There are no changes in promoter shareholding during the year |
iv. Shareholding Pattern of top ten Shareholders (Other than Directors Promoters andHolders of GDRs and ADRs):
|Sr For Each of the Top 10 Shareholders || |
Shareholding at the beginning of the year (01/04/2014)
Cumulative Shareholding during the year (31/03/2015)
|No. of Shares ||% of total share of the Company ||No. of Shares ||% of total share of the Company |
|1 Satabdi Computer Private Limited ||135000 ||4.50 ||135000 ||4.50 |
|2 Keshav Realtors Private Ltd ||0 ||0.00 ||59445 ||1.98 |
|3 Javed Khan ||29500 ||0.98 ||29500 ||0.98 |
|4 Rishikesh Pravin Herlekar ||25000 ||0.83 ||25000 ||0.83 |
|5 Pravin Shivdas Herlekar ||25000 ||0.83 ||25000 ||0.83 |
|6 Mangilal Lalchand Parekh ||25000 ||0.83 ||25000 ||0.83 |
|7 Mangilal Lalchand Parekh Huf ||25000 ||0.83 ||25000 ||0.83 |
|8 Shekhar Manohar Petiwale ||25000 ||0.83 ||25000 ||0.83 |
|9 Omkar Pravin Herlekar ||25000 ||0.83 ||25000 ||0.83 |
|10 Abhay Vithalrao Patil ||25000 ||0.83 ||25000 ||0.83 |
The company has not availed any loan during the year and is a debt free company.
vi. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The company has not paid any remuneration to Directors and any Key Managerial Personal.
vii. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
There were no penalties punishments compounding of offences for the year ending March31 2015.
COMPOSITION OF AUDIT COMMITTEE
|Sr No. Name ||Designation ||Category ||Meetings |
|1 Mandar Patil ||Non-Executive |
|Independent ||4 ||3 |
|2 Rahul Tawde ||Non-Executive |
|Independent ||4 ||4 |
|3 Laxmikant Kabra ||Non-Executive |
|4 ||4 |
SECRETARIAL AUDIT REPORT Form No. MR-3
FOR THE FINANCIAL YEAR ENDED 31.03.2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
AMARNATH SECURITIES LIMITED
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Amarnath SecuritiesLimited (hereinafter called the Company). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.
Based on our verification of the M/s. Amarnath Securities Limited books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit We hereby report that in our opinion the companyhas during the audit period covering the financial year ended on 31st March 2015(Audit Period) complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes andcompliance- mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. Amarnath Securities Limited (the Company) for thefinancial year ended on 31st March 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 rulesmade thereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(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 (Not applicable to the Company during Audit Period);
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the Company duringAudit Period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during Audit Period);
(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 (Not applicable to the Company during Audit Period); and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not applicable to the Company during Audit Period);
(vi) and all other Acts as are generally applicable to the Company.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified hence not applicable to the Company during the Audit Period).
(ii) The Listing Agreements entered into by the Company with Delhi Stock ExchangeLimited Ahmadabad Stock Exchange Limited & BSE Limited; However Company got delistedfrom Ahmadabad Stock Exchange Limited and Delhi Stock Exchange Limited has beenderecognized by SEBI.
During the period under review and as per the representations and clarifications madethe Company has complied with the provisions of the Act Rules Regulations GuidelinesStandards etc. mentioned above.
We further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and Independent Directors.The changes in the composition of the Board of Directors that took place during the periodunder review were carried 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.
Majority decision is carried through while the dissenting members views arecaptured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that the Company has been listed on BSE Limited on 19th June 2014.
We further report that the Company has appointed Mr. Akshay Singh as Chief FinancialOfficer and Ms. Dipal Vyas as the Company Secretary of the Company and the Company is inprocess of filing relevant Forms with Registrar of Companies.
We further report that during the audit period the company has not made:
(ii) Redemption / buy-back of securities
(iii) Merger / amalgamation / reconstruction etc.
(v) Foreign technical collaborations
For Vikas R. Chomal & Associates Sd/-
|Vikas R Chomal || || |
|Proprietor || || |
|ACS No. 24941 ||Place ||Mumbai |
|C P No.: 12133 ||Date : ||09th May 2015 |