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Authum Investment & Infrastructure Ltd.

BSE: 539177 Sector: Financials
NSE: N.A. ISIN Code: INE206F01014
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OPEN 39.70
PREVIOUS CLOSE 41.75
VOLUME 6
52-Week high 43.90
52-Week low 16.75
P/E
Mkt Cap.(Rs cr) 45.77
Buy Price 0.00
Buy Qty 0.00
Sell Price 39.70
Sell Qty 2109.00
OPEN 39.70
CLOSE 41.75
VOLUME 6
52-Week high 43.90
52-Week low 16.75
P/E
Mkt Cap.(Rs cr) 45.77
Buy Price 0.00
Buy Qty 0.00
Sell Price 39.70
Sell Qty 2109.00

Authum Investment & Infrastructure Ltd. (AUTHUMINVEST) - Director Report

Company director report

ToThe Members

The directors have pleasure in presenting the 33st Annual Report together with the-Audited Accounts of the Company for the year ended 31st March’2015

FINANCIAL HIGHLIGHTS:

PARTICULARS Year Ended 31.03.2015 Year Ended 31.03.2014
(Rs.) (Rs.)
Operational & other income 42520873300 5492991500
Profit/ Loss Before Depreciation Tax 11774769.00 630073.00
Less: Depreciation 9762.00 767500
Provision for taxation - 151977.00
MAT Credit Entidement earlier year - -
Deferred Tax (2290.00) (555.00)
Taxes for earlier years (24868.00) -
Profit/Loss after Depreciation &Tax 11801927.00 47097600
Balance brought forward for previous year 208931998.00 208555217.00
Appropriations
Amount transferred to Statutory Reserves 2360385.00 94195.00
Bonus shares issued - -
Balance Carried to Balance Sheet 218373540.00 208931998.00

OPERATIONS:

Net profit has been increased from Rs.47097600 to Rs.1180192700 as well asoperational income is also increased from Rs.54929915 to Rs.425208733-Furtherthisyear performance was good and management also loot forward for better improvement

The Financial Statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP) to comply with theAccounting Standards notified under Section 211(3C) of the Companies Act1956 (whichcontinue to be applicable in respect of Section 133 of the Companies Act2013 in terms ofRule 7 of the Companies (Accounts) Rules2014) and the relevant provisions of theCompanies Act1956 / Companies Act2013as applicable and guidelines issued by theSecurities and Exchange Board of India (SEBI).

The Company has complied with all the norms ptescribed by the Resen'e Bank of India(RBI) including the Pair practicesAnd Money Laundering and Know Your Customer (KYC)guidelines.

DIVIDEND & APPROPRIATIONS:

The Board of Directors has decided not to recommend any dividend for the year endedVP’ March2015.

TRANSFER TO RESERVES:

The Company has transferred amount of Rs.236038500/- (Twenty Three Lakhs SixtyThousand Three Hundred and Eighty Five Only) to Statutory Reserve Fund Created in terms ofSuction 45-IC of the RBI Act1934 during the year under review.Howeverthe remaining partafter setting aside statutory reserve fund amount from Profit & Loss Account has beentransferred to Balance Sheet under the Reserves and Surplus

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the StockExchangesthe Company has complied with all the provisions of Corporate Governance and areport on corporate governance is annexed hereto and forms part of this report.Acertificate from Auditors of the Company regarding compliance of Corporate Governanceasstipulated under clause 49 of the Listing Agreementis appended to the Annual Report.

DIRECTORS:

During the financial year under reviewMs.Barkha Agarwal was appointed as an AdditionalWomen Director in the Company with effect from June 222015 subject to approval of theshareholders at this Annual General Meedng of the Company

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by themthe Directors make the following statement pursuant to theprovisions of Section 134 of the Companies Act2013:

1. That in the preparation of the annual accountsthe applicable accounting standardshave been followed along with proper explanation relating to material departuresif any;

2 That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss profit of the Company for the year under review;

3. That 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;

4. That the Annual Accounts for the year ended 31st March2015have been prepared on agoing concern basis

5. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;

6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively-

SUBSDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

The Company does not have any subsidiary Companyhence the provisions pursuant toconsolidation are not applicable.

MEETINGS:

During the year7 times Board Meetings and 4 times Audit Committee Meetings wereconvened and held.Details of the composition of the Board and its Committees and of theMeetings held and attendance of the Directors at such Meetingsare provided in theCorporate Governance Report.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges is presented separatelyin the Annual Report.

AUDITORS:

M/s Sanghai & COChartered Accountantsthe Company's Auditors will retire at theconclusion of the ensuing Annual General Meeting and are eligible for re-appointment.TheDirectors recommend their reappointment for the ensuing year.

SECRETARIAL AUDITOR

The Company appointed Mr.Dmesh AgatwalPractising Company Secretaryholding membershipof The Institute of Company Secretaries of India (Membership No6315 FCS; Certificate ofPractice No.5881 ) as the Secretarial Auditor of the Company for FY 2014-15 to conduct theSecretarial Audit pursuant to Secdon 204 of the Companies Act2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules2014.

CONSERVATION OF ENERGY.TECHNOLOGY ABSORPTION.FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of Energy and Technology Absorption:

The Company has no activity' relating to Conservation of Energy and TechnologyAbsorption as stipulated in Rule 8(3) of Companies (Accounts) Rules2014

(B) Foreign Exchange Earnings & Outgo

During the year under reviewthe Company did not have any Foreign Exchange learnings orOutgo.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and Clause 49 of the Listing Agreement.It establishes various levels of risks withits varying levels of probabilitythe likely impact on the business and its mitigationmeasures.

The Internal Audit facilitates the execution of Risk Management Practices in theCompanyin the areas of risk identificationassessmentmonitoringmitigation andreporting.Risk Management Committee oversees the Risk Management and reports to the AuditCommittee as well as to the Board of Directors about risk assessment and managementprocedures and its status from time to time.

INTERNAL CONTROL SYSTEM

The Company maintains appropriate systems of internal controlsincluding monitoringproceduresto ensure that all assets and investments are safeguarded against loss fromunauthorised use or disposition.Company policiesguidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions arcauthorizedrecorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems andprocedures.Added objectives include evaluating the reliability" of financial andoperational information and ensuring compliances with applicable laws and regulations.TheInternal Auditor submits his Report periodically which is placed before and reviewed bythe Audit Committee

WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Company has formulated a codified Whistle Blower Policy incorporating theprovisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act2013and revised Clause 49 of the Listing Agreementin order to encourage Directors andEmployees of the Company to escalate to the level of the Audit Committee any issue ofconcerns impacting and Compromising with the interest of the Company and its stakeholdersin any way.The Company is committed to adhere to highest possible standards ofediicalmoral and legal business conduct and to open communication and to providenecessary safeguards for protection of employees from reprisals or victimisationforwhisde blowing in good faith.The said Policy is available on the Company’s website www.authum.com.

PARTICULARS OF LOANS.GUARANTEES OR INVESTMENTS

The Company is exempted from the applicability of the provisions of Section 186 of theCompanies Act2013 (Act) read with Rule 11 of the Companies (Meetings of Board and itsPowers) Rules2014 and Companies (Meetings of Board and its Powers) Amendment Rules2015Since the Company is an NBFC whose principal business is acquisition of securities.Duringthe year the Company has not provided any guarantee.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreementthe Boardhas carried out an annual evaluation of its own performanceperformance of the Directorsindividually as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteriaprocedureand time schedule for the Performance Evaluation process for the Boardits Committees andindividual Directorsincluding the Chairman of the Company.

For evaluating the Board as a wholeviews were sought from the Directors on variousaspects of the Board's functioning such as degree of fulfillment of keyresponsibilitiesBoard structure and compositionestablishmentdelineation ofresponsibilities to various Committeeseffectiveness of Board processesinformation andfunctioningBoard culture and dynamicsquality of relationship between the Board and theManagement and efficacy of communication with external stakeholders.

Similarlyviews from the Directors were also sought on performance of individualDirectors covering various aspects such as attendance and contribution at Board/ CommitteeMeetings and guidance/ support to the management outside Board/Committee Meetings.

In additionthe Chairman was also evaluated on key aspects of bis roleincludingsetting the strategic agenda of the Boardencouraging active engagement by all Boardmembers and promoting effective relationships and open communication.

Areas on which the Committees of the Board were assessed included degree of fulfillmentof key responsibilitiesadequacy of Committee compositioneffectiveness ofmeetingsCommittee dynamics and quality of relationship of the Committee with the Boardand the Management.

The performance evaluation of the Independent Directors was carried out by the entireBoard.The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of the Board asa whole.

The Chairman of the Board provided feedback to the Directorsas appropriate.Significanthighlightslearning with respect to the evaluationwere discussed at the Board Meeting

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Clause 49(II)(B)(7) of the Listing Agreementthe Company is required toconduct the Familiarisation Programme for Independent Directors (IDs) to familiarise themabout their rolesrightsresponsibilities in the Companynature of the industry in whichthe Company operatesbusiness model of the Companyetc.dirough various initiatives.

Significant Statutory updates are circulated on a quarterly basis through whichDirectors are made aware of the significant news developments and highlights from variousregulatory authorities viz.Reserve Bank of India (RBI)Securities and Exchange Board ofIndia (SEBI)Ministry of Corporate Affairs (MCA)etc.

The Company Secretary regularly apprises the Directors about their rolesrights andresponsibilities in the Company from time to time as per the requirements of the listingAgreement with the Stock Exchanges and Companies Act2013 read together with the Rules and

Schedules thereunder.The details of such familiarization programme is disclosed on thecompany's website at wvvw.authum.com.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return as on.the financial year ended on March 312015 in FormNo.MGT-9 as requited under Section 92(3) of the Companies Act2013 read with Rule 12(1) ofthe Companies (Management and Administration) Rules2014is set out as an annexure to theDirectors Report and forms part of this Annual Report-

PARTICULARS OF CONTRACTS i ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions of the Company are entered on arm’s lengthbasis and are in compliance with the applicable provisions of the Companies Act2013 andthe Listing Agreement.There are some materially significant transactions made by theCompany with entities of relative of Director.Members may refer to the notice &explanatory statement of notice for details of related party transactions.Since allrelated part}- transactions entered into by the Company were in the ordinary course ofbusiness and were on an arm’s length basis.

In terms of Clause 49 (VII) of the listing Agreementthe Company obtained priorapproval of the Audit Committee for entering into any transaction with related parties.TheAudit Committee reviews all related party transactions on a quarterly basis.A RelatedParty Policy has been devised by the Company for determining the materiality oftransactions with related parties and dealings with them.The said Policy is available onthe Company’s website www.authum.com.There are no transactions to be reported in FormAOC-2.

The details of the transactions with Related Parties are provided in the accompanyingfinancial statements in Notes to Accounts

AUDIT COMMITTEE

The Audit Committee presendy comprises of Mr.Aditya Parakhand Mr.Suresh PukhrajjainIndependent DirectorsMr.Tapan SodaniChief Financial Officer & Member andMr.Navin Kumar JainManaging DirectorMr.Aditya Parakh is the Chairman of the AuditCommitteeThe Company Secretary of the Company acts as the Secretary to the AuditCommittee.The Terms of Reference of the Audit Committee has been provided in the CorporateGovernance Section forming part of this Report.

Four meetings of the Audit Committee were held during the year 2014-15 on May202014August 122014November 122014and February 132015

AUDIT QUALIFICATIONS

There are no qualificationsreservations or adverse remarks or disclaimers made bySanghai & Co Chartered AccountantsStatutory Auditorsin their report on theCompany’s financial statements for the year ended on March 312015.FurthertheStatutory Auditors have not reported any incident of fraud to the Audit Committee of theCompany during the year under review.

FIXED DEPOSITS:

The Company has not accepted any public deposits during the financial year 2014-2015.

OBSERVATION OF SECRETARIAL AUDITOR

According to observation by secretarial auditorwe would like to state that during thestipulated time period we have not find the suitable candidate for the post of womanDirector in the Company and afterward we have appointed Ms.Barkha AgarwaLas AdditionalWomen Director in the Company with effect from June 222015.

PARTICULARS OF EMPLOYEES:

As none of employees are covered under section 197the information required underSection 197 (12) of the Act read with Rule 5(1) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules2014 is not provided in the report -

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN FUTURE

There are no such orders passed by the regulators / courts / tribunals impacting thegoing concern status and the Company’s operations in future.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governancein accordance with Clause 49 of the Listing Agreementwith the Stock Exchangesis set out separately for the information of the shareholders.

ACKNOWLEDGEMENTS:

The Director wish to place on record their appreciation for the whole hearted antisincere cooperation the company has received from its bankersemployees and variousgovernment agencies.

For and on behalf of the Board of Directors
(Navin Kumar Jain) (Aditva Parakli)
Place: Kolkata DIN No.: 00465888 DIN No.: 00459679
Date: 29th May 2015

Annexure to the Report of the Board of Directors

Form No.MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH2015

[Pursuant to Section 204(1) of the Companies Act2013 and Rule No9 of the Companies(Appointment and Remuneration Personnel) Rules2014)

To

The Members

M/s Authum Investment & Infrastructure Limited

7 Mangoe Lane

2nd FloorRoom No.212

Kolkata-700001

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by ‘M/s Authum Investment& Infrastructure Limited’

(hereinafter called the company).Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesanti expressing my opinion thereon.

Based on my verification of the ‘M/s Authum Investment & InfrastructureLimited’bookspapersminute booksforms and returns filed and other recordsmaintained by the company and also the information provided by the Companyitsofficersagents and authorized representatives during the conduct of secretarial auditIhereby report that in my opinionthe company hasduring the audit period covering thefinancial year ended on 31 st March 2015 complied with the statutory' provisions listedhereunder and also that the Company has proper Board-proccsses and complknce-mechanism inplace to the extentin the manner and subject to the reporting made hereinafter;

I have examined the bookspapersminute booksforms and returns filed and other recordsmaintained by 'M/s Authum Investment & Infrastructure Limited’ ("theCompany") for the financial year ended on 31st March 2015according to the provisionsof:

(i) The Companies Act2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act1956 (‘SCRA') and the rules madethereunder;

(iii) The Depositories Act1996 and the Regulations and Bye-laws framed thercunder;

(iv) Foreign Exchange Management Act1999 and the rules and regulations made thereunder to the extent of Foreign Direct InvestmentOverseas Direct Investment and ExternalCommercial Borrowings;

Not applicable as the Company has no Foreign Direct InvestmentOverseas DirectInvestment and External Commercial Borrowings.

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act1992 (‘SEB1 Act’): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992;

(c) The Securities and Exchange Board of India {Issue of Capital and DisclosureRequirements) Regulations2009;

Not applicable as the company lias not raised share capital during the financial yearunder review.

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines1999;

Not applicable as the Company has not granted any Options to its employees during thefinancial year under review

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations2008;

Not applicable as the Company has not issued any issued any debt securities during thefinancial year under review.

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations2009; and

Not applicable as the Company has not delisted its equity shares from any stockexchange during the financial year under review.

(h) The Securities and Exchange Board of India (Buyback of Securities)Regulations1998;

Not applicable as the Company has not bought back any of its securities during thefinancial year under review.

(vi) I further report thathaving regard to the compliance system prevailing in theCompany and on examination of the relevant documents and records in pursuance thereof theCompany has complied with the following laws applicable specifically to the Company:

• Reserve Bank Of India DirectionsGuidelines and Circulars applicable toSystemically Important Non Deposit Accepting or Holding NBFCs (NBFC-ND-SI_50Crore)

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standard-1 and Secretarial Standard-2 issued by The Institute ofCompany Secretaries of India(not Applicable to the Company during the audit period as itshall come into force on 1st day of July2015).

(ii) The Listing Agreements entered into by the Company with The Calcutta StockExchange limited’.( no listing agreement with the BSKconfirm?

During the period under review the Company has complied with the provisions of theActRidesRegulationsGuidelinesStandardsetcmentioned above subject to the followingobservations:

• The Company has failed to meet the criictia for the appointment of womendirector within the stipulated period under section 149(l)(b) of the Companies Act2013and Clause 49 of the listing AgreementHoweverthe aforesaid provisions have been compliedwith on the date of the audit report.

I further report that:

The Board of Directors of the Company is duty constituted with proper balance ofExecutive DirectorsNon-Executive Directors and Independent Directors except in respect ofappointment of women director u/s 149(l)(b) of Companies Act2013.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 Meetingsagenda anddetailed notes on agenda were sent at least seven days in advanceand a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

During the audit period under review all decisions at Board meeting and CommitteeMeeting were carried out unanimously

I 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 lawsrulesregulations and guidelines.

I further report that during the audit period the Company has no specific events/actions having major beating the Company’s affairs in pursuance of the above referredlawsrulesregulationsguidelinesstandards etc.referred to above.

Dinesh Agarwal
(Practicing Company Secretary)
Place: Kolkata FCS No.6315
Date: 29/05/2015 C P No.5881

Note: This report is to be read with our letter of even date which is annexed as"ANNEXURE A" and forms an integral part if diis report.

"ANNEXURE A"

To

The Members

M/s Authum Investment St Infrastructure Limited

7Mangoe Lane

2nd FloorRoom No.212

Kolkata-700001

Our report of even date is to be read along with this letter.

1 Maintenance of Secretarial records 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 the test basis to ensure chat correct facts arc reflected inSecretarial records.We believe that the processes and practiceswe 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 requiredwe have obtained the Management representation about complianceof lawsrules anti regulations and happenings of events etc.

5 The compliance of provisions of Corporate and other applicableLawsrulesregulationsstandards is the responsibility’ of the management.Ourexamination was limited 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 of efficacy or effectiveness with which the management has conducted theaffairs of the Company.

Dinesh Aganval
(Practicing Company Secretary)
Place: Kolkata FCS No.6315
Date: 29/05/2015 C PNo.5881

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