Your Directors take pleasure in presenting their Twenty Third AnnualReport on the Business and Operations of the Company and the Accounts for theFinancial Year ended 31st March 2017 (period under review).
Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has voluntarily adopted the Indian Accounting Standards("IND AS") notified under the Companies (Indian Accounting Standards) Rules2015 with effect from April 1 2016. Financial statements for the year ended and as atMarch 31 2016 have been restated to conform to IND AS notes to the financial statementsprovides further explanation on the transition to IND AS.
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of the financial performance (standalone) for the financial year endedMarch 31 2017 and the previous financial year ended March 31 2016 is given below:
(Rs. in lacs)
| || |
|Particulars ||31-Mar-17 ||31-Mar-16 ||31-Mar-17 ||31-Mar-16 |
|Total Income ||505.94 ||264.36 ||2841.88 ||1258.15 |
|Less: Expenditure ||355.30 ||188.27 ||2509.40 ||1157.04 |
|Profit before Depreciation ||150.64 ||76.09 ||332.48 ||108.11 |
|Less: Depreciation ||10.77 ||6.60 ||17.03 ||12.85 |
|Profit before Tax ||139.87 ||69.49 ||315.45 ||88.26 |
|Provision for Taxation ||40.17 ||14.84 ||76.89 ||21.37 |
|Profit after Tax ||99.70 ||54.85 ||238.56 ||66.89 |
Total Income of the Company increased from Rs.264.36 lacs to Rs. 505.94 lacs during F.Y. 2016-17. Consequently net profit increased from Rs. 54.85 lacs to Rs.99.70 lacs.
The dividend policy for the year under review has been formulated taking intoconsideration of growth of the company and to conserve resources the Directors do notrecommend any dividend for year ended March 31 2017.
3. SHARE CAPITAL:
During the period under review vide special resolution passed in extra ordinarygeneral meeting held on March 15 2017 authorized capital of the Company increased toRs.1170 Lacs. Company has allotted 707000 Equity Shares by way of preferential allotmenton March 21 2017 consequently paid up capital stand increased to Rs.1168.20 Lacs dividedinto 116.82 Lacs Equity Shares having face value of Rs. 10/-.
4. STATE OF AFFAIRS OF THE COMPANY:
Information on the operations and financial performance among others for the periodunder review is given in the Management Discussion and Analysis Report which is annexedto this Report and is in accordance with the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL: i. Change in Directors
During the period under review Mr. Shreyas Shah was re-designated as ExecutiveDirector on May 26 2016 and subsequently in the 22nd AGM held on September 242016 was appointed as Executive Director for a term upto five consecutive years upto March31 2021 liable to retire by rotation. Except aforesaid there were no changes indirectors.
ii. Committees of Board of Directors
There is no change in Committees of Board of Directors.
iii. Independent Directors
Independent Directors have provided their confirmation that they meet the criteria ofindependence as provided in subsection (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
iv. Retirement by Rotation of the Directors
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Shreyas Shah Executive Director of the Company retiresby rotation and offers himself for re- appointment.
The brief resume of Mr. Shreyas Shah the nature of his expertise in specificfunctional areas names of the companies in which he has held directorships hershareholding etc. are furnished in the "annexure a" to notice of the ensuingAGM.
v. Key Managerial Personnel
During the period under review Mr. Malcolm Mascarenhas resigned from the Company onAugust 13 2016 and in place of Mr. Malcolm Mascarenhas Mr. Deepesh Jain was appointed asCompany Secretary on August 13 2016. Apart from the aforementioned there are no changesin Key Managerial Personnel's of the Company.
During the year Seven Board Meetings were convened and duly held. The details of whichare given in the Corporate Governance Report which forms part of this report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
7. AUDIT COMMITTEE:
The Audit Committee comprises of Mr. Darshit Parikh (Chairman) Mr. Shripal Shah(Member) and Mr. Ram Gaud (Member). Powers and role of the Audit Committee are included inthe Corporate Governance Report. All the recommendation made by the Audit Committee wereaccepted by the Board of Directors.
8. BOARD EVALUATION:
Your Board has devised an Evaluation Policy for evaluating the performance of theBoard its committees Executive Directors Independent Directors. Based on the same theperformance was evaluated for the financial year ended March 31 2017.
The policy inter alia provides the criteria for performance evaluation such as Boardeffectiveness quality of discussion contribution at the meetings business acumenstrategic thinking time commitment and relationship with the stakeholders corporategovernance practices contribution of the committees to the Board in discharging itsfunctions etc.
9. 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 MGT-9as a part of this Annual Report as "Annexure I" .
i. Statutory Auditors:
M/s Thakur Vaidyanath Aiyar & Co. Chartered Accountants the statutory auditors ofthe Company hold office till this 23rd Annual General Meeting of the Company.The Board has recommended of M/s V. N. Purohit & Co. Chartered Accountants as thestatutory auditors of the Company in their place for a term of five consecutive yearsfrom the conclusion of the 23rd Annual General Meeting scheduled to be held inthe year 2017 till the conclusion of the 28th Annual General Meeting to be heldin the year 2022 for approval of shareholders of the Company based on the recommendationof the Audit Committee.
ii. 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 2016-17. The Secretarial AuditReport is annexed herewith as "Annexure II".
11. REMUNERATION POLICY:
The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 ofthe Companies Act 2013 and SEBI (LODR) Regulations 2015. The Policy is provided inAnnexed to this Report as "Annexure III".
12. AUDITOR'S REPORT:
The Auditor's Report and Secretarial Auditor's Report does not contain any qualications reservations or adverse remarks. Report of the Secretarial Auditor is given as anAnnexure which forms part of this report.
13. VIGIL MECHANISM:
In pursuance of 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://afsl.co.in/investor-relation.html.
14. INTERNAL AUDIT & CONTROLS:
Pursuant to provisions of Section 138 read with read with rules made there under theBoard has appointed Thakur & Co. Chartered Accountants as an Internal Auditors ofthe Company to check the internal controls and functioning of the activities and recommendways of improvement. The Internal Audit is carried out quarterly basis; the report isplaced in the Audit Committee Meeting and the Board Meeting for their consideration anddirection.
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.
15. RISK ASSESSMENT AND MANAGEMENT:
Your Company has been on a continuous basis reviewing and streamlining its variousoperational and business risks involved in its business as part of its risk managementpolicy. Your Company also takes all efforts to train its employees from time to time tohandle and minimize these risks.
16. LISTING WITH STOCK EXCHANGES:
Aryaman Financial Services Limited continues to be listed on BSE Limited. It has paidthe Annual Listing Fees for the year 2017-2018 to BSE Limited.
17. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:
During the period under review Escorp Asset Management Limited became subsidiary ofthe Company. As on March 31 2017 your Company has 2 subsidiaries (Aryaman CapitalMarkets Limited & Escorp Asset Management Limited). There are no associate companiesor joint venture companies within the meaning of Section 2(6) of the Act.
The Annual Accounts of the above referred subsidiary shall be made available to theshareholders of the Company and of the subsidiary company on request and will also be keptopen for inspection at the Registered Office of the Company and of the subsidiarycompanies during the office hours on all working days and during the Annual GeneralMeeting. Company's consolidated financial statements included in this Annual Reportincorporates the accounts of its subsidiaries prepared as per "Ind-AS 110Consolidated Financial Statements". Pursuant to the provisions of Section 129(3) ofthe Act a statement containing the salient features of financial statements of theCompany's subsidiaries in Form AOC-1 is attached to the financial statements of theCompany as "Annexure V".
18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
i. Conservation of Energy
a) The steps taken or impact on conservation of energy The Operations ofthe Company are not energy intensive. However adequate measures have been initiated forconservation of energy.
b) The steps taken by the Company for utilizing alternate source of energy Company shall consider on adoption of alternate source of energy as and whennecessities.
c) The Capital Investment on energy conversation equipment No CapitalInvestment yet.
ii. Technology absorption
a) The efforts made towards technology absorption. Minimum technologyrequired for Business is absorbed.
b) The benefits derived like product improvement cost reduction productdevelopment or import substitution Not Applicable.
c) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) Not Applicable.
a. the details of technology imported;
b. the year of import;
c. whether the technology been fully absorbed;
d. if not fully absorbed areas where absorption has not taken place and the reasonsthereof
iii. The expenditure incurred on Research and Development Not Applicable.
19. 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 arm's lengthbasis. Thus Disclosure in form AOC-2 is not required. Further during the 10 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 Indian Accounting Standard (Ind AS) 110 are set out in Noteto the financial statements forming part of this Annual Report.
Your Company did not accept / hold any deposits from public / shareholders during theyear under review.
21. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.
22. 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. Company was not in receipt ofany complaint of sexual harassment.
23. HUMAN RESOURCES:
Your Company considers people as its biggest assets and Believing in People' isat the heart of its human resource strategy. It has put concerted efforts in talentmanagement and succession planning practices strong performance management and learningand training initiatives to ensure that your Company consistently develops inspiringstrong and credible leadership.
Your Company has established an organization structure that is agile and focused ondelivering business results. With regular communication and sustained efforts it isensuring that employees are aligned on common objectives and have the right information onbusiness evolution. Your Company strongly believes in fostering a culture of trust andmutual respect in all its employees seek to ensure that business world values andprinciples are understood by all and are the reference point in all people matters.
Statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014("Rules") is annexed as "Annexure IV".
The current workforce breakdown structure has a good mix of employees at all levels.Your Board confirms that the remuneration is as per the remuneration policy of theCompany.
24. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm 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 Company's internal financial controls were adequate and effective during thefinancial year 2016-17.
25. CAUTIONARY STATEMENTS:
Statements in this Annual Report particularly those which relate to ManagementDiscussion and Analysis as explained in the Corporate Governance Report describing theCompany's objectives projections estimates and expectations may constitute forwardlooking statements' within the meaning of applicable laws and regulations. Actual resultsmight differ materially from those either expressed or implied in the statement dependingon the circumstances.
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.
|Corporate Office: ||On Behalf of The Board Of Directors |
|60 Khatau Building Ground Floor ||FOR ARYAMAN FINANCIAL SERVICES LIMITED |
|Alkesh Dinesh Modi Marg || |
|Fort Mumbai 400 001 || |
|Tel : 022 6216 6999 ||Sd/- |
|Fax: 022 2263 0434 ||Shripal Shah |
|CIN: L74899DL1994PLC059009 ||DIN: 01628855 |
|Website: http://www.afsl.co.in ||(Chairman & Executive Director) |
|Email: email@example.com ||Mumbai Monday August 28 2017 |