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Authum Investment & Infrastructure Ltd.

BSE: 539177 Sector: Financials
NSE: N.A. ISIN Code: INE206F01014
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VOLUME 30
52-Week high 43.90
52-Week low 23.20
P/E 4.01
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.00
Sell Qty 857.00
OPEN 29.00
CLOSE 28.00
VOLUME 30
52-Week high 43.90
52-Week low 23.20
P/E 4.01
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 29.00
Sell Qty 857.00

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

Company director report

To

The Members

The Directors have pleasure in presenting the 34thAnnual Report togetherwith the Audited Accounts of the Company for the year ended 31st March’2016.

FINANCIAL HIGHLIGHTS:

PARTICULARS Year Ended 31.03.2016 (Rs.) Year Ended 31.03.2015 (Rs.)
Operational & Other Income 3170245688.00 425208733.00
Profit/Loss Before Depreciation & Tax 14749718.00 11784531.00
Less: Depreciation 21500.00 9762.00
Provision for taxation 2543134.00 0.00
Mat Credit Entitlement earlier year 0.00 0.00
DeferredTax 248.00 (2290.00)
Taxes for earlier years 421655.00 (24868.00)
Profit/Loss after Depreciation & Tax 11763181.00 11801927.00
Balance brought forward for previous year 218373540.00 208931998.00
Appropriations
Amount transferred to Statutory Reserves 2352636.00 2360385.00
Bonus shares Issued - -
Balance Carried to Balance Sheet 227784085.00 218373540.00

OPERATIONS:

Net profit for the current financial year has been Rs. 11801927.00 as compared to Rs.11763181.00 and the operational income has increased from Rs. 425208733 to Rs.3170245688.00. Inspite of the turbulent market sentiments this years performance wasstable and management look forward for better performance in future.

The Financial Statements of the Company have been preparedin accordance with theGenerally Accepted Accounting Principles inIndia (Indian GAAP) to comply withtheAccounting Standards notified underSection 211(3C) of the Companies Act1956 (whichcontinue to be applicablein respect of Section 133 of theCompanies Act 2013 in terms ofRule7 of The Companies (Accounts) Rules2014) and the relevant provisions ofthe CompaniesAct 1956 / CompaniesAct 2013 as applicable and guidelinesissued by the Securities andExchangeBoard of India (SEBI).

The Company has complied with all the norms prescribed by the Reserve Bank of India(RBI) including the Fair practices Anti Money Laundering and Know Your Customer (KYC)guidelines.

DIVIDEND & APPROPRIATIONS:

The Board of Directors has decided not to recommend any dividend for the year ended 31stMarch 2016.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2016 was Rs.115280900.00. Duringthe year under review the Company has not issued any shares with differential rights asto dividend voting or otherwise or convertible debentures.

TRANSFER TO RESERVES:

The Company has transferred amount of Rs. 2352636.00/- (Twenty Three Lakhs Fifty TwoThousand Six Hundred Thirty Six Only) to Statutory Reserve Fund created in terms ofSection 45-IC of the RBI Act 1934 during the year under review. However the remainingpart after setting aside Statutory Reserve Fund amount from Profit & Loss Account hasbeen transferred to Balance Sheet under the Reserves and Surplus.

CORPORATE GOVERNANCE:

Pursuant to SEBI (Listing Obligations & Disclosure Requirements) 2015entered intowith the Stock Exchanges the Company has complied with all the provisions of CorporateGovernance and a Report on Corporate Governance is annexed hereto and forms part of thisAnnual Report. A certificate from Auditors of the Company regarding compliance ofCorporate Governance as stipulated under SEBI (Listing Obligations & DisclosureRequirements) 2015 is appended to the Annual Report.

DIRECTORS/ KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Navin Kumar Jain (DIN: 00465888) retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for reappointment.Accordingly his reappointment forms part of the Notice of the ensuing Annual GeneralMeeting.

During the financial year under review Mr. Aditya Parakh and Mr. Suresh Pukhraj Jainthe Independent Directors of the Company resigned with effect from 09.11.2015 &Ms.Barkha Agarwal was regularized as Independent & Non-Executive Director with effectfrom 30.09.2015. All Independent Directors have given declarations that they meet thecriteria of Independence as laid down under Section 149(6) of the Act and the ListingRegulations.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them the Directors make the following statement pursuant to theprovisions of Section 134(3)(c) of the Companies Act 2013:

1. That in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if 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 lossprofit 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 March 2016 hasbeen prepared on a going concern basis.

5. They have laid down internal financial controls to be followed by the Companyand that 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.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS

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

BOARD AND COMMITTEE MEETINGS:

During the year 6 (Six) Board Meetings and 4(Four) Audit Committee Meetings were held.The details of the composition of the Board and its Committees and of the Meetings heldand attendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The Board has constituted an Audit Committee under the Chairmanship of Mr. TapanSodani. There have not been any instances during the year when recommendations of theAudit Committee were not accepted bythe Board.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion & Analysis Report for the year under review as stipulatedunder applicable Regulation of the SEBI (Listing Obligations & DisclosureRequirements) 2015with the Stock Exchanges is presented separately in the Annual Report.

AUDITORS:

M/s. Sanghai & CO. Chartered Accountants the Company’s Auditors will retireat the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment. The Directors recommend their reappointment for the ensuing year.

SECRETARIAL AUDITOR

The Company appointed Mr. Dinesh Agarwal Practising Company Secretary holdingmembership of The Institute of Company Secretaries of India (Membership No. 6315 FCS;Certificate of Practice No. 5881) as the Secretarial Auditor of the Company for FY2015-2016 to conduct the Secretarial Audit pursuant to Section 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 review the Company did not have any Foreign Exchange Earnings orOutgo.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and Regulation 17(9)of the SEBI (Listing Obligations & DisclosureRequirements) 2015. It establishes various levels of risks with its varying levels ofprobability the likely impact on the business and its mitigation measures.

The Internal Audit facilitates the execution of Risk Management Practices in theCompany in the areas of risk identification assessment monitoring mitigation 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.( Is there exists a risk mgt policy or riskmgt committee?)

INTERNAL CONTROL SYSTEM

The Company maintains appropriate systems of internal controls including monitoringprocedures to ensure that all assets and investments are safeguarded against loss fromunauthorised use or disposition. Company policies guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions are authorizedrecorded 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 177of the Companies Act 2013and Regulation 22of the SEBI (Listing Obligations & Disclosure Requirements) 2015inorder to encourage Directors and Employees of the Company to escalate to the level of theAudit Committee any issue of concerns impacting and Compromising with the interest of theCompany and its stakeholders in anyway. The Company is committed toad here to highestpossible standards of ethical moral and legal business conduct and to open communicationand to provide necessary safeguards for protection of employees from reprisals orvictimisation for whistle blowing in good faith. The said Policy is available on theCompany’s website www.authum.com.

RELATED PARTY TRANSACTIONS:

All contracts/ arrangements/transactions with related parties entered by the companyduring the financial year 2015-16 were at arm's length basis and in the ordinary course ofbusiness and are in compliance with the applicable provision of the Companies Act 2013 andSEBI (LODR) Regulations 2015 (Previously Listing Agreement). There were no materiallysignificant related party transactions made by the company with Promoters Directors KMPsor other designated person which may have a potential conflict with the interest of thecompany at large.

The Board of Directors of the Company has approved the criteria or making the omnibusapproval by the Audit Committee within the overall framework of the policy on RelatedParty Transactions. Prioromnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen and repetitive nature.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company had not taken any initiatives on the activities of Corporate SocialResponsibilities as the provisions relating to the same are not applicable to the Company.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The remuneration Policy is stated below:

Nomination & Remuneration Policy:

1. Preamble

1.1 The remuneration policy provides a framework for remuneration paid to the membersof the Board of Directors ("Board") Key Managerial Personnel("KMP")and the Senior Management Personnel ("SMP") of the Company (collectivelyreferred to as "Executives"). The expression "senior management" meanspersonnel of the company who are members of its core management team excluding Board ofDirectors comprising all members of management one level below the executive directorsincluding the functional heads.

1.2 In terms of Section 178 of the Companies Act 2013 which has been made effectivefrom April 1 2014 by the Central Government vide notification no.S.O. 902(E) issued onMarch 26 2014 this Remuneration Policy named as Authum Investment & InfrastructureLimited Remuneration Policy ("the Policy") is being framed and formulated forlaying down criteria for determining qualifications positive attributes and independenceof a director and recommend to the Board a policy relating to the remuneration for theExecutives.

1.3 The policy will be reviewed by the Nomination and Remuneration Committee of theBoard of Directors as when required.

2. Aims & Objectives

2.1 The aims and objectives of this remuneration policy may be summarized as follows:

2.1.1 The remuneration policy aims to enable the company to attract retain andmotivate highly qualified members for the Board and other executive level.

2.1.2 The remuneration policy seeks to enable the company to provide a well-balancedand performance-related compensation package taking into account shareholder interestsindustry standards and relevant Indian corporate regulations.

2.1.3 The remuneration policy will ensure that the interests of Board members &senior executives are aligned with the business strategy and risk tolerance objectivesvalues and long-term interests of the company and will be consistent with the"pay-for-performance" principle.

2.1.4 The remuneration policy will ensure that remuneration to Directors KeyManagerial Personnel and Senior Management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working ofthe company and its goals.

3. Principles of remuneration

3.1 Support for Strategic Objectives: Remuneration and reward frameworks anddecisions shall be developed in a manner that is consistent with supports and reinforcesthe achievement of the Company’s vision and strategy.

3.2 Transparency: The process of remuneration management shall be transparentconducted in good faith and in accordance with appropriate levels of confidentiality.

3.3 Internal equity: The Company shall remunerate the board members KMP andsenior management in terms of their roles within the organization. Positions shall beformally evaluated to determine their relative weight in relation to other positionswithin the Company.

3.4 External equity: The Company strives to pay an equitable remunerationcapable of attracting and retaining high quality personnel. Therefore the Company willremain logically mindful of the ongoing need to attract and retain high quality peopleand the influence of external remuneration pressures. Reference to external market normswill be made using appropriate market sources including relevant and comparative surveydata as determined to have meaning to the Company’s remuneration practices at thattime.

3.5 Flexibility: Remuneration and reward offerings shall be sufficientlyflexible to meet both the needs of individuals and those of the Company whilst complyingwith relevant tax and other legislation.

3.6 Performance-Driven Remuneration: The Company shall entrench a culture ofperformance driven remuneration through the implementation of the Performance IncentiveSystem.

3.7 Affordability and Sustainability: The Company shall ensure that remunerationis affordable on a sustainable basis

4.Compensation Structure

4.1 Remuneration to Non-Executive Directors: The Non-executive Directors of the Companyare paid remuneration by way of sitting fees for attending the meetings of the Board ofDirectors and its Committees. The said sitting fees paid to the Non-executive Directorsfor the Board Meetings and Committee meetings are fixed by the Board and reviewed fromtime to time in accordance with applicable law. The Non-executive Directors may be paidsuch remuneration as the Board may approve from time to time subject to limits prescribedfrom time to time in the Act or Rules made there under.

4.2 Remuneration to Executive Directors Key Managerial Personnel(s) (KMPs) &Senior Management Personnel(s) (SMPs): The Company has a credible and transparentframework in determining and accounting for the remuneration of the ManagingDirector/Whole Time Directors (MD/WTDs) Key Managerial Personnel(s) (KMPs) and SeniorManagement Personnel(s) (SMPs). Their remuneration are governed by the externalcompetitive environment track record potential individual performance and performanceof the company as well as industry standards.

5. Supplementary provisions

5.1 Any matters not provided for in this Policy shall be handled in accordance withrelevant State laws and regulations and the Company’s Articles of Association. Ifthis Policy conflict with any laws or regulations subsequently promulgated by the state orwith the Company’s Articles of Association as amended pursuant to lawful procedurethe relevant state laws and regulations and the Company’s Articles of Associationshall prevail and this Policy shall be amended in a timely manner and submitted to theBoard of Directors for review and adoption.

5.2 The right to interpret this Policy vests in the Board of Directors of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company is exempted from the applicability of the provisions of Section 186 of theCompanies Act 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and itsPowers) Rules 2014 and Companies (Meetings of Board and its Powers) Amendment Rules 2015Since 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 applicable Regulations27 of the SEBI(ListingObligations & Disclosure Requirements) 2015 the Board has carried out an annualevaluation of its own performance performance of the Directors individually as well asthe evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process for the Board itsCommittees and individual Directors including the Chairman of the Company.

For evaluating the Board as a whole views were sought from the Directors on variousaspects of the Board’s functioning such as degree of fulfillment of keyresponsibilities Board structure and composition establishment delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning Board culture and dynamics quality of relationship between the Board and theManagement and efficacy of communication with external stakeholders.

Similarly views 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 addition the Chairman was also evaluated on key aspects of his role includingsetting the strategic agenda of the Board encouraging 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 responsibilities adequacy of Committee composition effectiveness of meetingsCommittee dynamics and quality of relationship of the Committee with the Board and theManagement.

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 Directors as appropriate.Significant highlights learning with respect to the evaluation were discussed at theBoard Meeting.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)

In terms of Regulation 25(7) of the SEBI (LODR) Regulations 2015 the Company isrequired to conduct the Familiarization Programme for Independent Directors(IDs) tofamiliarise them about their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company etc. throughvarious 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 roles rights andresponsibilities in the Company from time to time as per the requirements of the ListingAgreement with the Stock Exchanges and Companies Act 2013 read together with the Rulesand Schedules thereunder. The detail of such familiarization programme is disclosed on thecompany's website at www.authum.com.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return as on the financial year ended on March 312016 in Form No.MGT-9 as required under Section 92(3) of the Companies Act 2013 read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 is set out as an annexure tothe Directors’ Report and forms part of this Annual Report.

PARTICULARS OF CONTRACTS / 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 Act 2013 andthe SEBI (LODR) Regulations 2015. There are some materially significant transactions madeby the Company with entities of relative of Director. Members may refer to the notice& explanatory statement of notice for details of related party transactions. Since allrelated party transactions entered into by the Company werein the ordinary course ofbusiness and were on an arm’s length basis disclosure in form AOC- 2 is not required

In terms of Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 which came in to effect w.e.f. 1st December 2015 and as per section 177of Companies Act 2013 read with rules thereon all related party transactions are placedbefore the Audit Committee for review and approval. The Audit Committee reviews allrelated party transactions on a quarterly basis. A Related Party Policy has been devisedby the Company for determining the materiality of transactions with related parties anddealings with them. The said Policy is available on the Company’s websitewww.authum.com. There are no transactions to be reported in Form AOC-2.

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

CONSTITUTION OFAUDIT COMMITTEE

The Audit Committee presently comprises of Ms Barkha Agarwal – IndependentDirector Mr. Tapan Sodani – Independent Director and Mr. Navin Kumar Jain ManagingDirector. Mr. Tapan Sodani is the Chairman of the Audit Committee. The Company Secretaryof the Company acts as the Secretary to the Audit Committee. The Terms of Reference of theAudit Committee has been provided in the Corporate Governance Section forming part of thisReport.

4 (Four)Meetings of the Audit Committee were held during the year 2015-2016 on 29thMay 2015 11th August 2015 9th November 2015 & 28thJanuary 2016.

AUDIT QUALIFICATIONS

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Sanghai

& Co Chartered Accountants Statutory Auditors in their report on theCompany’s financial statements for the year ended on March 31st2016.Further; the Statutory Auditors have not reported any incident of fraud to the AuditCommittee of the Company during the year under review.

CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE:

The Nomination & Remuneration Committee presently comprises of Ms Barkha Agarwal–Independent Director Mr. Tapan Sodani – Independent Director and Mr. NavinKumar Jain Managing Director. Mr. Tapan Sodani is the Chairman of the Nomination &Remuneration Committee.The Company Secretary of the Company acts as the Secretary to theNomination & Remuneration Committee. The Terms of Reference ofthe Nomination &Remuneration Committee has been provided in the Corporate Governance Section forming partof this Report.

5 (Five)Meetings of the Committee were held during the year 2015-2016 :29th May2015 11th August 2015 9th November 2015 28th January2016& 1st March 2016

PUBLIC DEPOSITS:

The Company has not accepted any public deposits during the financial year 2015-2016.

PARTICULARS OF EMPLOYEES:

As none of employees are covered under section 197 the information required underSection 197 (12) of the Act read with Rule 5(1) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 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 Governance in accordance with Regulation 27 of the SEBI LODR2015 with the Stock Exchanges is set out separately for the information of theshareholders.

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors
(Navin Kumar Jain) (Barkha Agarwal)
Place: Kolkata DIN No.:00465888 DIN No.:05190461
Date: 30thMay 2016