TO THE MEMBERS
Your Directors present hereunder the 8th Annual Report on the Business andoperations of the Company along with audited statement of accounts of your Company for theFinancial Year ended March 31 2016.
The financial results are summarized as under:
1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE)
| || ||(Rs in Lacs) |
|Particulars ||31-Mar-16 ||31-Mar-15 |
|Total Income ||993.78 ||689.66 |
|Less: Expenditure ||975.01 ||679.77 |
|Profit before Depreciation ||17.80 ||10.95 |
|Less: Depreciation ||0.96 ||1.07 |
|Profit before Tax ||18.76 ||9.88 |
|Provision for Taxation ||6.53 ||4.07 |
|Profit after Tax ||12.24 ||5.81 |
|Closing Balance of P&L Account ||30.86 ||18.62 |
To conserve resources the Directors do not recommend any dividend for year ended March31 2016.
3. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 149 of the Companies Act 2013 Mr. DarshitParekh was appointed as additional independent directors of the Company on May 26 2016.The terms and conditions of appointment of independent director is as per Schedule IV ofthe Act. The Independent director has submitted a declaration that he meets the criteriaof independence as provided in Section 149(6) of the Act and there has been no change inthe circumstances which may affect their status as independent director during the year.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Shripal Shah Executive Director of the Company retires byrotation and offers himself for re- appointment.
The appointment / re-appointment forms part of the notice convening the Annual GeneralMeeting and the resolutions are recommended for the members approval.
4. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I .
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Five Board Meetings were convened and held on 29.05.2015 24.07.201510.11.201512.01.2016 and 30.03.2016.The details of which are given in the CorporateGovernance Report which forms part of this report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.
6. BOARD EVALUATION
Clause 17 of the Listing Regulation mandates that the Board shall monitor and reviewthe Board evaluation framework. The Companies Act 2013 states that a formal annualevaluation needs to be made by the Board of its own performance and that of its committeesand individual directors. Schedule IV of the Companies Act 2013 states that theperformance evaluation of evaluation of Independent directors shall be done by the entireBoard of Directors excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report. The Board approved theevaluation results as collated by the nomination and remuneration committee.
7. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT
A declaration by an Independent Director(s) that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013.
An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoards report.
a) Statutory Auditors
The Directors recommend the ratification of the appointment of Auditor M/s ThakurVaidyanath Aiyar & Co (Registration No 000038N) at the forthcoming AGM. The Auditorsconfirmed 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. Comments made by the Auditors in their report are self-explanatory andtherefore do not call for any further explanations.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed JNG & CO. a firm of Company Secretaries in Practice (CP No. 8108) toundertake the Secretarial Audit of the Company for the year 2014-15. The Secretarial AuditReport is annexed herewith as "Annexure II".
9. AUDITORS REPORT
The auditors report and secretarial auditors report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an annexure which forms part of this report.
10. INTERNAL AUDIT & CONTROLS
Pursuant to provisions of Section 138 read with read with rules made there under theBoard has appointed Thakur Vaidyanath Aiyar & Co. Chartered Accountants as anInternal Auditors of the Company to check the internal controls and functioning of theactivities and recommend ways of improvement. The Internal Audit is carried out quarterlybasis; the report is placed in the Audit Committee Meeting and the Board Meeting for theirconsideration and direction.
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
11. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.afsl.co.in/Acml/
12. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Companys operations in future.
Your Company did not accept / hold any deposits from public / shareholders during theyear under review.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an armslength basis. Thus Disclosure in form AOC-2 is not required. Further during the year theCompany had not entered into any contract / arrangement /transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions. All related party transactions are placedbefore the Audit Committee and Board for approval. The details of the related partytransactions as required under Accounting Standard - 18 are set out in Note to thefinancial statements forming part of this Annual Report.
15. MANAGEMENT DISCUSSION AND ANALYSIS
To avoid duplication between the Directors Report and the Management Discussionand Analysis we present a composite summary of performance of the various businesses andfunctions of the Company.
16. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and rules made there under the Company has framed and adoptedthe policy for Prevention of Sexual Harassment at Workplace.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO -
The Company is not engaged in any manufacturing activity and therefore provisions ofSection 134(3) (m) of the Companies Act 2013 are not applicable to the company.
18. HUMAN RESOURCES
Aryaman Capital Markets Ltd. (Formally known as Aryaman Broking Limited) is a dynamicand progressive group that actively Fosters a challenging work environment and encouragesEntrepreneurship. With trust being the critical part of our business belief we lay astrong emphasis on integrity teamwork innovation performance and partnership. Ourprofessional staff with diverse backgrounds brings varied talent knowledge and experienceto the Group helping our businesses to remain competitive achieve greater success andnewer milestones.
During 2015-16 focus has been on transforming five areas of Organizational HierarchyPerformance Management differentiated Rewards Delegation of Authority and HR Model.
As on 31st March 2016 06 employees are on ACMLs payroll. The currentworkforce breakdown structure has a good mix of employees at all levels.
Our management team and board of directors are resolved to do what we believe is bestfor our shareholders clients and associates.
19. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability conflict that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period:
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Companys internal financial controls were adequate and effective during thefinancial year 2015-16.
20. LISTING WITH STOCK EXCHANGES
Aryaman Capital Markets Limited is listed on the SME Platform of the BSE Limited. Ithas paid the Annual Listing Fees for the year 2015-2016 to BSE Limited.
Your Directors would like to express deep sense of appreciation for the assistance andco-operation received from the Financial Institutions Banks Government Authorities andShareholders and for the devoted service by the Executives staff and workers of theCompany. The Directors express their gratitude towards each one of them.
| ||For and on behalf of the Board of Directors || |
|Place: Mumbai ||Shripal Shah ||Shreyas Shah |
|Date: July 25 2016 ||Executive Director ||Director |