TO THE MEMBERS
Your Directors present hereunder the 22nd 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 SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
(Rs. in Lacs)
|Particulars ||31-Mar-16 ||31-Mar-15 |
|Total Income ||264.19 ||176.83 |
|Less: Expenditure ||193.67 ||136.09 |
|Profit before Depreciation ||77.12 ||43.17 |
|Less: Depreciation ||6.60 ||2.43 |
|Profit before Tax ||69.69 ||40.74 |
|Provision for Taxation ||14.84 ||8.42 |
|Profit after Tax ||54.65 ||32.32 |
In order to conserve the resources the directors do not recommend any dividend for theyear.
Your Company did not accept / hold any deposits from public / shareholders during theyear under review.
4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
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.
Mr. Shripal Shah & Mr. Shreyas Shah will continue to be Executive Directors whileMr. Ram Gaud Mr. Darshit Parikh and Mrs. Tejal Vala shall continue to be IndependentDirectors of the Company.
The Board on the recommendations of the Nomination and Remuneration Committee haveapproved the reappointment of Mr. Shreyas Shah as Executive Director for a further periodof 5 years subject to the approval of the members. The necessary resolution for hisre-appointment is being placed before the members for approval.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed under Section149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing.
The appointment / re-appointment forms part of the notice convening the Annual GeneralMeeting and the resolutions are recommended for the members approval.
Mr. Shripal Shah continues to be the Chief Financial Officer and Key ManagerialPersonnel of the company
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 13.08.2015 10.11.201510.02.2016 30.03.2016.The details of which are given in the Corporate Governance Reportwhich forms part of this report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.
6. BOARD EVALUATION
Regulation 27 of the Listing Regulation mandates that the Board shall monitor andreview the 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 has been taken bythe company.
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.
8. RETIREMENT BY ROTATION:
Section 149 of the Companies Act 2013 provides that an Independent Director shall nothold office for more than two consecutive terms of five years each provided that thedirector is re-appointed by passing a special resolution on completion of first term offive consecutive years. Independent Directors are no longer liable to retire by rotation.
9. 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.
10. AUDITORS AND AUDITORS REPORT:
a) STATUTORY AUDITOR
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 . In terms of theListing Regulations the Auditors have confirmed that they hold a valid certificate issuedby the Peer Review Board of the Institute of Chartered Accountants of India if made wouldbe within 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 2015-16. The Secretarial AuditReport is annexed herewith as "Annexure II".
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
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.
13. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofthe provisions of Section 134(3)(c) of the Companies Act 2013 that i) in the preparationof the annual accounts the applicable accounting standards had been followed along withproper explanation relating to material departures if any;
ii) the directors had 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 March 31 2016 and of the profit ofthe company for the year ended on that date;
iii) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
iv) the directors had prepared the Annual Accounts for the financial year ended March31 2016 on a Going Concern basis; and
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 and.
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.
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. and the Listing Regulations (erstwhile ListingAgreement entered into with the Stock Exchange) 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. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:
The Company has a subsidiary Company as on 31st March 2016. There are noassociate companies or joint venture companies within the meaning of Section 2(6) of theCompanies Act 2013.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of the financial statements of the subsidiary company; AryamanCapital Markets Limited (formally known as Aryaman Broking Limited) is given in Form AOC1.
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. As required by Accounting Standard-21 (AS-21) issued by the Institute ofChartered Accounts of India the Companys consolidated financial statements includedin this Annual Report incorporates the accounts of its subsidiary.
Pursuant to the provisions of Section 136 of the Companies Act 2013 the financialstatements of the Company consolidated financial statements alongwith relevant documentsand separate audited accounts in respect of the subsidiary company is available on thewebsite of the Company.
16. 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 .
17. PUBLIC DEPOSITS:
Your Company has neither accepted nor renewed any deposit within the meaning of Section73 of the Companies Act 2013 and rules made there under during the year ended March 312016.
The Board wishes to inform you that your Company has appointed new employees to lookafter the Merchant Banking division of the Company. The Company plans to recruit moreemployees in Merchant Banking Secretarial Marketing and Accounts section once theBusiness is grown.
During the year under review nine employees were in receipt of remuneration notexceeding the limits under review as prescribed under the applicable provisions of theCompanies Act 2013 read with Companies (Particulars of Employees) Rules 1975 asamended hence no such particulars are furnished. ANNEXURE III.
The Board wishes to place on record their gratitude for continued co-operationassistance and guidance extended by the Banks clients Stock Exchange Members andassociates.
19. PARTICULARS OF CONSERVATION OF ENERGY TECHNICAL ABSORBATION FOREIGN
EXCHANGE EARNING AND OUTGO:
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.
20. CORPORATE GOVERNANCE:
Pursuant to Clause C of Schedule V of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 entered into with the BSE Limited the following have beenmade a part of the Annual Report and are attached to this report:
Management Discussion and Analysis Report
Corporate Governance Report
Certificate regarding compliance of conditions of Corporate Governance
21. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from JNG & CO. a firm of Company Secretaries inPractice regarding compliance of conditions of corporate governance as stipulated underthe SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 annexedwith the report.
22. AUDIT COMMITTEE:
The Audit Committee consists of Mr. Darshit Parikh Mr. Shripal Shah and Mr. Ram Gaud.Mr. Darshit Parikh is Chairman of the Audit Committee. The Committee interalia reviewedthe internal control system and reports of Internal Auditors and compliance of variousregulations. The Committee reviews at length the financial statements and approves thesame before they are placed before the Board of Directors.
23. LISTING OF SECURITIES:
The equity shares of your Company continue to be listed on the Bombay Stock ExchangeLimited (BSE) Ahmedabad stock Exchange Limited & Delhi Stock Exchange Limited.However since Ahmedabad stock Exchange Limited & Delhi Stock Exchange Limited are nolonger Stock Exchanges having national wide terminals the Company is in the process ofdelisting of securities from the said stock exchanges.
24. 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. An Internal ComplaintsCommittee has been constituted to inquire into complaints of sexual harassment andrecommend appropriate action.
During the year under review the Internal Complaints Committee has not received anycomplaint of sexual harassment.
Your Directors take this opportunity to express their sincere appreciation for theassistance and co-operation received from all the Government departments Banks FinancialInstitutions other business constituents and members during the year under review andalso look forward to their continued support in the future.
Your Directors also wish to place on record their deep appreciation for the committedservices of the employees of the Company.
| ||For and on behalf of the Board of Directors || |
| ||Sd/- ||sd/- |
|Place: Mumbai ||Shripal Shah ||Shreyas Shah |
|Date: August 11 2016 ||Executive Director ||Executive Director |