Amaranth Securities Ltd.
Your Directors have pleasure in presenting the 23rd Annual Report togetherwith the audited statement of accounts for the year ended 31st March 2017
The summarized financial results for the year ended 31st March 2017 are asunder:
| ||(Amount in Rs.) |
|Particulars ||2016-17 ||2015-16 |
|1. Profit before Interest Depreciation and Tax ||1936268 ||1598906 |
|2. Interest ||- ||- |
|3. Depreciation ||143200 ||250033 |
|4. Profit(Loss) Before Tax ||1793068 ||1348873 |
|5. Provision for taxation ||581064 ||416802 |
|6. Profit(Loss) After Tax ||1212004 ||932071 |
The income and profits of the Company are derived from interest income and supplementedby profit on sale of investments.
Your Director do not recommend dividend for the year.
The paid up equity share capital as on 31 March 2017 was Rs30002000/- divided into3000200 equity share of Rs 10/- each. During the year under review the company has notmade any fresh issue of shares.
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:
Company's shares are listed on BSE Ltd. and Company has complied with the mandatoryprovisions of Corporate Governance as stipulated in the Listing Agreement with the StockExchange.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting financial position of theCompany which has occurred between the end of the financial year of the Company i.e. March31 2017 and the date of the director 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.
The company has not accepted the fixed deposits during the year under 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 ofCorporate Affairs every Company having the net worth of Rs 500 crores or more or turnoverof Rs 1000 crores or more net profit of Rs 5 crores during any financial year have tospend at least 2% of the average net profit of the Company made during the threeimmediately preceding financial years. Accordingly the provision of CSR activities underCompanies Act 2013 do not apply to our company.
As required by the existing Regulation 34(3) of the Listing Regulation a detailedreport on Corporate Governance is included in the Annual Report. The Auditors havecertified the Company's compliance of the requirements of Corporate Governance in terms ofRegulation 34(3) of the Listing Regulation and the same is annexed to the Report onCorporate Governance.
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.
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 provision of the Companies(Accounts) Rules 2014. As such Consolidation of Accounts is not Applicable for thecurrent financial year.
RELATED PARTY TRANSACTION
All related party transactions 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 pre-approved 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 yearthe Company has not entered into any contract/arrangement with related parties which couldbe considered materially significant related party transactions. The details of thetransaction with Related Party are provided in the accompanying financial statement.
EXTRACTS OF ANNUAL RETURNS
The details forming Part of the Extracts of Annual Returns is annexed as per AnnexureA'
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 energy isnot applicable to your company.
(ii) TECHNOLOGY ABSORPTION
The Additional information required under the Act relating to technology absorption isnot applicable to your company.
(iii)FOREIGN EXCHANGE EARNINGS OR OUTGO
The company has no foreign exchange earnings or outgoes during the year under review.
M/s A N A M & Associates (Firm Registration No. 005496S) Chartered AccountantStatutory Auditors of the Company holds office till the conclusion of the ensuing AnnualGeneral Meeting and being eligible offer himself for re-appointment till the conclusion ofSixth Annual General Meeting to be held in the calendar year 2022 (subject to theratification of their appointment at every AGM of the company). Further they haveconfirmed their eligibility to the effect that their re-appointment if made would bewithin the prescribed limits under the Act and that they are not disqualified forre-appointment.
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 Shanu Mata & Associates Company Secretary in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewithas "Annexure B"
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 internal controlsystems are supplemented by an extensive programme of internal audit conducted by anexternal 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 March2017 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 March2017 and of the Profitand Loss of the Company for the year ended 31st March2017;
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 2017 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.
The Board appointed Mr. Hitesh Ruke (DIN 07752179) as Whole-time Director of yourCompany. It has been incorporated in the Notice of the ensuing Annual General Meeting. Theterms of his appointment are given in the Explanatory Statement to the Notice of AnnualGeneral Meeting.
In the opinion of your Directors Mr. Hitesh Ruke has the requisite qualifications andexperience which would be useful to your Company and would enable him to contributeeffectively in his capacity as Whole-time Director of your Company.
Mrs. Dia Wadhwani (DIN: 07752120) was appointed as an Additional Director in thecapacity of Independent Director of the Company w.e.f. March 27 2017 pursuant to Section149 161(1) and other applicable provisions of Companies Act 2013. The detailed profileof Mrs. Dia Wadhwani is given as a part of Notice of Annual General Meeting. The Boardrecommends appointment of Mrs. Dia Wadhwani as an Independent Director of the Company forthe period of five years commencing from March 27 2017 till March 26 2022 in theensuing Annual General Meeting 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.
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: 11th August 2017 ||Sd |
|Place: Ahmedabad ||Omkar Herlekar |
| ||Director |