Your Directors have pleasure in presenting the 26th Annual Report of theCompany together with the Audited Financial Statements for the financial year ended 31stMarch 2018.
| || ||(Amount In Rs ) |
|Particulars ||31.03.2018 ||31.03.2017 |
|Total Income ||1684633 ||1731125 |
|Total Expenditure ||833492 ||925673 |
|Profit before exceptional and extraordinary items and tax ||851141 ||805453 |
|Less: Exceptional item ||- ||- |
|Profit before extraordinary items and tax ||851141 ||805453 |
|Tax ||15662 ||(143896) |
|Net Profit/(Loss) After Tax ||835479 ||949349 |
The net profit for the period ended 31st March2018 is Rs 8 35479 asagainst Rs 949349 during the last year showing decrease of around 12% as compared toprevious year. The total income of the company decreased from Rs 17 31125 to Rs 1684633. The EPS of the company for the year under review is Rs 0.17 which is less ascompared to previous financial year. Your directors ensures that it will make all effortsto improve the performance during the current year.
Your Directors do not recommend any dividend during the year under review.
AMOUNT TRANSFERRED TO RESERVE
During the year company has transferred an amount of Rs 167096 to Special Reserveaccount in compliance with Section 45IC of the RBI Act 1934.
Your company is a non-deposit taking category NBFC and therefore does not have anypublic deposits within the meaning of Section 73 of the Companies Act 2013.
CHANGES IN SHARE CAPITAL
During the year under review there was no change in the issued subscribed and paid-upshare capital of the company.
SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANY
The Company does not have any joint venture/ subsidiary/ associate company during theyear 2017-18.
STATE OF AFFAIRS OF THE COMPANY
The main business activity of the company is of granting loans and advances and makinginvestments. The company runs through persons having relevant experience and expertise inthe concerned area of operations of the company with motive to take the company at a newstage from where it currently stands.
COMPOUNDING OF OFFENCES
The Regional Director had carried out inspection of Books of Accounts and otherstatutory records under section 206(5) /207 of the Companies Act 2013. Pursuant to thesaid inspection various Show Cause Notices has been issued for violation of varioussection of the Companies Act 2013/1956.
The violation mentioned in the show cause notices are compoundable in nature and hencethe Board of Directors of the Company have file compounding application before concernauthorities i.e. Regional Director/ National Company Law Tribunal and awaiting for anorder from the aforesaid authorities .
CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the year.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There are no material changes and commitments affecting the financial position of theCompany that have occurred between the close of the financial year ended 31st March 2018and the date of this Boards' Report.
CORPORATE SOCIAL RESPONSIBILITY
The present financial position of the company does not mandate the implementation ofCSR activities pursuant to the provisions of section 135 and schedule VII of the CompaniesAct2013. The company will constitute CSR Committee develop CSR policy and implement theCSR initiatives whenever it is applicable to the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethere under and the Articles of Association of the Company Mr. Anil Kothari(DIN-01991283) Director of the Company liable to retire by rotation at the ensuingAnnual General Meeting and being eligible offered himself for re-appointment.
Mrs. Dhrupa Thakkar was appointed as an Additional Director of your Company w.e.f May10 2017 .
Mr. Shital Mutha and Mrs. Sudharshana Mitra resigned as Independent Director w.e.f May02 2017 and August 01 2017. The Board places on record its appreciation for therecontributions during their tenure as Director of the Company.
Mr. Harsh Choubisa is appointed as Company Secretary and Compliance Officer w.e.f 26thJuly 2018. Mrs. Sanhita Narayan resigned as Company Secretary and Compliance Officerw.e.f 14th April2017.
Pursuant to the provisions of the Companies Act 2013 and regulation 17(10) of SEBI(LODR)Regulation2015 the Board has carried out an annual performance evaluation of itsown the Independent Directors Committee and other Individual Directors. The details ofperformance evaluation carried out have been made available on the website of the Companyi.e www.aagamcap. com.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate its functionsof governance and management. The policy of the Company on directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under Sub section (3) of Section 178of the Companies Act 2013 is available on the website of the Company i.ewww.aagamcap.com. There has been no change in the policy since the last fiscal year.
COMMITTEES OF THE BOARD
The Company has the following Committees of the Board :
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The composition of each of the above committees their respective role andresponsibility is in conformity with the provisions of the Companies Act2013 andSEBI(LODR)Regulations2015.
MEETING OF BOARD OF DIRECTORS
During the year under review 4(Four) Board Meetings were held on 10.05.201710.08.2017 13.11.2017 and on 12.02.2018. The intervening gap between the meetings did notexceed the period prescribed under the Act. The details of number of meeting attended byeach directors are as follows :
|Date of Meeting ||Mr. Anil Kothari ||Mr. Naresh Jain ||Mr. Suryakant Kadakane ||Mrs. Sudarshana Mitra ||Mrs. Dhrupa Thakkar ||Mrs. Preeti Doshi |
| ||Attendance at the Board Meeting |
|10.05.2017 ||Yes ||Yes ||Yes ||Yes ||No ||Yes |
|10.08.2017 ||Yes ||Yes ||Yes ||No ||Yes ||Yes |
|13.11.2017 ||Yes ||Yes ||Yes ||No ||Yes ||Yes |
|12.02.2018 ||Yes ||Yes ||Yes ||No ||Yes ||Yes |
MEETING OF INDEPENDENT DIRECTORS
Pursuant of the provision of Section 149 (8) of the Companies Act 2013 read withSchedule IV and SEBI(LODR)Regulations2015 the Independent Directors meeting was held on12th February2018.
DECLARATION BY THE INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director pursuantto the requirement of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in section 149(6) of the Companies Act 2013 andSEBI(LODR)Regulations2015.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 the compliance with the Corporate Governance provisions specified inRegulations 17 to 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 andpara CD and E of Schedule V shall not apply to the Company and hence the CorporateGovernance Report does not forms part of this report.
RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions which may havepotential conflict with the interest of the company at large. Transactions with relatedparties are in the ordinary course of business and on arm's length and are periodicallyplaced before the Audit Committee and Board for its approvals. Hence there does not existsany details to be maintained in Form AOC-2 which is attached as Annexure I.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Since the Company is NBFC and engaged in business of loans and advances Section 186 isnot applicable to the Company by virtue of exemption given in subsection (11) of section186.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of this report.
EXTRACT OF ANNUAL RETURN
The extract of the Annual Return as provided in Form MGT-9 for financial year 2017-18is attached as Annexure - II.
RISK MANAGEMENT POLICY
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid down a comprehensive Risk Assessment and MinimizationProcedure. This procedure is reviewed to ensure that the Executive Management controlsrisk through means of a properly defined framework.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
In compliance with the provisions of Section 177(9) of the Companies Act 2013 and SEBIListing Regulations the Company has framed a Whistle Blower Policy / Vigil Mechanism forDirectors employees and stakeholders for reporting genuine concerns about any instance ofany irregularity unethical practice and/ or misconduct. The details of the VigilMechanism / Whistle Blower Policy are also posted on the Company's website and may beaccessed at www.aagamcap.com.
INTERNAL CONTROL SYSTEMS
The company has in place adequate internal controls commensurate with the size scaleand complexity of its operations. To maintain its objectivity and independence theInternal Auditors report to the chairman of Audit committee of the Board. InternalAuditors monitor and evaluate the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies of theCompany.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act 2013 theBoard of Directors of the Company hereby confirm that :
(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any;
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period.
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the Directors have prepared the annual accounts for the financial year ended 31stMarch 2018 on a going concern' basis.
(v) the internal financial controls laid and have been followed by the company and thatsuch controls are adequate and are 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.
STATUTORY AUDITORS AND HIS REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 and pursuant to the recommendation made by the AuditCommittee of the Board of Directors of the Company M/s. Motilal & Associates havingRegistration No. 106584W allotted by The Institute of Chartered Accountants of India(ICAI) was re-appointed as the Statutory Auditors of the Company from the conclusion ofthe 26th AGM of the Company held on 28th September 2018 till theconclusion of the 31st AGM to be held in the year 2023. Accordingly aResolution seeking for their reappointment is included at Item No. 3 of the Noticeconvening the AGM.
There is no qualification reservation or adverse remark or disclaimer in audit reportissued by the auditors of the Company.
SECRETERIAL AUDITOR AND HIS REPORT
The secretarial audit report on the compliance of the applicable Acts Laws RulesRegulations Guildelines SEBI(LODR) etc. stipulated by the provisions of section 204 ofthe Companies Act2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report as Annexure III.
The Secretarial Auditor has qualified his report with respect to the following :-
During the year the Company has not complied with provision of section 203 for theappointment of Whole Time Company Secretary.
The Board of Directors would like to state that it has appointed Mr. Harsh Choubisa asWhole Time Company Secretary w. e. f. 26th July 2018.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS / REGULATORS
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.
PARTICULARS OF EMPLOYEES.
There was no employee drawing remuneration in excess of limits prescribed under section197 of the companies Act2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules2014.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Company has adopted a policy for prevention of Sexual Harassment of Women at Workplace.Your Company affirms that during the year there were no complaints reported under theSexual Harassment of Woman at Workplace.
CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as prescribed under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of Companies (Accounts) Rules 2014 are given in Annexure - IV annexedhereto and forms part of this Report.
Your Directors record their appreciation for the encouragement assistance andco-operation received from members government authorities banks customers and all otherstakeholders. They also thank them for the trust reposed in the Management and wish tothank all employees for their commitment and contribution.
|Date :- 13.08.2018 ||For and on behalf of the Board of Directors |
|Place:- Mumbai ||Sd/- ||Sd/- |
| ||Anil Kothari ||Naresh Jain |
| ||Director ||Director |
| ||DIN: 01991283 ||DIN:00291963 |