TO THE MEMBERS
Your Directors present hereunder the 21th Annual Report on the Business and operationsof the Company along with audited statement of accounts of your Company for the FinancialYear ended March 31 2015. The financial results are summarized as under:
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
| || ||(Rs. in Lacs) |
|Particulars ||31-Mar-15 ||31-Mar-14 |
|Total Income ||176.83 ||263.23 |
|Less: Expenditure ||136.09 ||211.82 |
|Profit before Depreciation ||43.17 ||53.87 |
|Less: Depreciation ||2.43 ||2.39 |
|Profit before Tax ||40.74 ||51.47 |
|Provision for Taxation ||8.42 ||10.29 |
|Profit after Tax ||32.32 ||41.18 |
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 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.
The appointment / re-appointment forms part of the notice convening the Annual GeneralMeeting and the resolutions are recommended for the members approval.
During the year under review Mr. Malcolm Mascarenhas was appointed as the CompanySecretary and Key Managerial Personnel of the company. Mr. Shripal Shah continues to bethe Chief Financial Officer and Key Managerial Personnel 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 26.05.2014 13.08.2014 12.11.201412.02.2015 10.03.2015.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 and Clause 49 of the Listing Agreement.
6. BOARD EVALUATION
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of evaluation of Independent directors shall be done by the entire Board ofDirectors 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 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.
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 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 M/s. 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".
There are no qualifications reservations or adverse remarks or disclaimers by theSecretarial Auditor in the Secretarial Audit Report.
11. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Clause 49 of the Listing Agreement a Vigil Mechanism for directors and employees toreport genuine concerns has been established. The Vigil Mechanism Policy has been uploadedon the website of the Company at http://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. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THECOMPANY:
There are no material changes or commitments affecting the financial position of thecompany which have occurred between 31st March 2015 and the date of this report.
14. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that-
i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
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 2015 and of the profitand loss of the 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 2015 on a Going Concern basis; and
v) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
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.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act 2013 and Equity Listing AgreementThe Company has formulated a Policy on Related Party Transactions which is also availableon Companys website at www.afsl.cio.in
The Policy intends to ensure that proper reporting approval and disclosure processesare in place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on a quarterlybasis for the transactions which are of a foreseen and repetitive nature.
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.
16. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:
The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No.51/12/2007-CL-III dated 8th February 2011 read with General Circular No.3/2011 No.5/12/2007-CL-III dated 21st February 2011 has granted a general exemption from attachingthe Balance Sheet of subsidiary companies with holding companys Balance Sheet if theholding company presents in its Annual Report the Consolidated Financial Statements dulyaudited by its Statutory Auditors. The Company is publishing Consolidated FinancialStatements in its Annual Report and accordingly the Company is not attaching the BalanceSheets of the subsidiary companies.
Further as required under the said circular a statement of financial information ofthe subsidiary company; Aryaman Capital Markets Limited (formally known as Aryaman BrokingLimited) is given in Annexure attached to this Report.
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 subsidiaries.
17. 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 .
18. 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 312014.
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 provisions of Section 134 of theCompanies Act 2013 as amended 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.
20. PARTICULARS OF CONSERVATION OF ENERGY TECHNICAL ABSORBATION FOREIGN EXCHANGEEARNING 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.
21. CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement entered into with the BSE Limited thefollowing have been made 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
22. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from JNG & CO. a firm of Company Secretaries inPractice regarding compliance of conditions of corporate governance as stipulated inClause 49 of the Listing agreement shall be annexed with the report.
23. 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.
24. 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.
25. 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. Your Directors further statethat during the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
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 13 2015 ||Executive Director ||Executive Director |
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
ARYAMAN FINANCIAL SERVICES LIMITED
102 Ganga Chambers
6A/1W.E.A. Karol Bagh
New Delhi 110055
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Aryaman Financial ServicesLimited. (hereinafter called the company). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts / statutorycompliances and expressing our opinion thereon.
Based on our verification of the Aryaman Financial Services Limited books papersminute books forms and returns filed and other records maintained by the company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit We hereby report that in ouropinion the company has during the audit period covering the financial year ended on31st March 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by Aryaman Financial Services 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 there under;
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rulesmade there under;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings; (Not applicable to the Company during the Audit Period)
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-
i. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers)
ii. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;
iii. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the AuditPeriod)
iv. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringthe Audit Period)
v. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Audit Period)
vi. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
vii. The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; (Not applicable to the Company during the Audit Period) and
viii. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the Audit Period)
(vi) Other laws as applicable specifically to the Company as informed by the managementbroadly covering General and Commercial Laws and Securities and Exchange Board Of India(Merchant Bankers) Regulations 1992 as amended from time to time
We have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries of India.
ii. The Listing Agreements entered into by the Company with Bombay Stock ExchangeLimited
However it was noted that compliance of secretarial standards issued by ICSI were notmandatory as none of the standards were notified during the period under review.
During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards mentioned hereinabove and there isadequate compliance management system for the purpose of other laws. We have relied on therepresentations made by the Company and its officers for systems and mechanisms formed bythe Company for compliances under other laws and regulations applicable to the Company. Wehave relied on the report of internal as well as statutory auditors of the Company forcompliance system relating to direct tax indirect tax and other tax laws
We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried 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 decisions of the Board and committee meetings are carried out unanimously asrecorded in the minutes of the meeting of the board of directors or committees thereof asthe case may be. There were no dissenting views of any member of the Board or committeesthereof during the period under review.
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 during the audit period there were no specific events / actionshaving a major bearing on the Companys affairs in pursuance of the above referredlaws rules regulations guidelines standards etc. Except
(i) The Registered address of the company changed within local limits of city town orvillage w.e.f 10th March 2015
| ||For JNG & Co. |
|Place: Mumbai ||Jigarkumar Gandhi |
|Date: May 29 2015 ||FCS: 7569 |
| ||C.P. No. 8108 |
Note: This report is to be read with my letter of even date which is annexed asAnnexure A and forms an integral part of this report.
ARYAMAN FINANCIAL SERVICES LIMITED
102 Ganga Chambers
6A/1 W.E.A. Karol Bagh
New Delhi - 110055
Our report of even date is to be read along with this letter.
(1) Maintenance of Secretarial record is the responsibility of the Management of theCompany. Our responsibility is to express an opinion on these Secretarial Records based onour audit.
(2) We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected in theSecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
(3) We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
(4) Where ever required we have obtained the Management representation about thecompliance of Laws Rules and Regulations and happening of events etc
(5) The compliance of the provisions of Corporate and other applicable Laws RulesRegulations Standards is the responsibility of the Management. Our examination waslimited to the verification of procedures on test basis.
(6) The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor the efficacy or effectiveness with which the Management has conducted theaffairs of the Company
| ||For JNG & Co. |
| ||Jigarkumar Gandhi |
|Place: Mumbai ||FCS: 7569 |
|Date: May 29 2015 ||C.P. No. 8108 |
ANNEXURE - IV
Statement of Particulars of employees pursuant to the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
|Sr. No. ||N a m e ||Designation/ Nature of Duties ||Remuneration Received [Rs.] ||Qualification ||Ratio of Remuneration of each Director/KMP to median remuneration of employees ||Comparison of remuneration of the KMP against the performance of the company |
|1 ||Shripal Shah ||Whole Time Director & CFO ||937500 ||B.M.S CFA ||1.66 ||The revenue of the Company decreased |
|2 ||Shreyas Shah ||Whole Time Director ||625000 ||B.M.SL.L.B. ||1.11 ||by 32.83% and the profit of the |
|3 ||Malcolm Mascarenhas ||Company Secretary ||426194 ||B.COM C.S. ||0.76 ||Company decreases 21.51% |
The median remuneration of employees of the Company during the financial yearwas Rs. 5.63 lacs
There were 9 permanent employees on the rolls of the Company excluding 3 KMPs ason March 31 2015
There is no change in remuneration of Whole time Directors of the company andperformance of the Company for the financial year ended 31st March 2015 the revenue ofthe Company decreased by 32.83% and the profit of the Company decreases 21.51%.
Price Earnings ratio of the Company was 53.44 as at March 31 2015 as comparedto 41.44 on March 31 2014;
The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendation of theHuman Resources Nomination and Remuneration Committee as per remuneration policy forDirectors Key Managerial Personnel and other employees.
The ratio of the remuneration of the highest paid director to that of theemployees who are not directors and KMPs but receive remuneration in excess of the highestpaid director during the year- Not applicable
It is hereby affirmed that the remuneration paid is as per the RemunerationPolicy for Directors Key Managerial Personnel and other employees.