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Amarnath Securities Ltd.

BSE: 538465 Sector: Financials
NSE: N.A. ISIN Code: INE745P01010
BSE LIVE 15:14 | 20 Oct Stock Is Not Traded.
NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 18.50
PREVIOUS CLOSE 17.65
VOLUME 62
52-Week high 18.50
52-Week low 16.00
P/E 61.67
Mkt Cap.(Rs cr) 5.55
Buy Price 18.50
Buy Qty 1438.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.50
CLOSE 17.65
VOLUME 62
52-Week high 18.50
52-Week low 16.00
P/E 61.67
Mkt Cap.(Rs cr) 5.55
Buy Price 18.50
Buy Qty 1438.00
Sell Price 0.00
Sell Qty 0.00

Amarnath Securities Ltd. (AMARNATHSEC) - Director Report

Company director report

To

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

FINANCIAL RESULTS:

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

OPERATIONS:

The profits of the Company are derived from interest income and advisory feessupplemented by profit on sale of investments.

DIVIDEND:

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.

CAPITAL STRUCTURE:

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.

FIXED DEPOSITS:

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.

SUBSIDIARY

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 arm’s 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 Annexure‘A’ 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

BOARD MEETINGS

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.

AUDITORS:

Statutory Auditors

The Company’s 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 theCompany’s Auditors for the year 2015-16.

Internal Auditors

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.

Secretarial Audit

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 theCompany’s 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 Company’s 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

DIRECTORS:

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.

ACKNOWLEDGEMENT:

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

Company

CIN/GLN Holding Subsidiary and Associate Companies % of shares Held Applicable

Section

NIL

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]

on 31-March-2015]

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 Shareholder’s 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

v. INDEBTEDENESS

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.

Annexure B

COMPOSITION OF AUDIT COMMITTEE

Sr No. Name Designation Category Meetings

Held

Attendance
1 Mandar Patil Non-Executive

Director

Independent 4 3
2 Rahul Tawde Non-Executive

Director

Independent 4 4
3 Laxmikant Kabra Non-Executive

Director

Non

Independent

4 4

Annexure C

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]

To

The Members

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

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