Aagam Capital Ltd.
|BSE: 531866||Sector: Financials|
|NSE: N.A.||ISIN Code: INE817D01013|
|BSE 00:00 | 04 Mar||Aagam Capital Ltd|
|NSE 05:30 | 01 Jan||Aagam Capital Ltd|
|BSE: 531866||Sector: Financials|
|NSE: N.A.||ISIN Code: INE817D01013|
|BSE 00:00 | 04 Mar||Aagam Capital Ltd|
|NSE 05:30 | 01 Jan||Aagam Capital Ltd|
TO THE MEMBERS
Your Directors take pleasure in presenting the 29th Annual Report of the Companytogether with the Audited Financial Statements for the financial year ended 31st March2021.
1. FINANCIAL PERFORMANCE
Company face loss of amount Rs. 404825 for the period ended 31st March 2021 asagainst profit of Rs. 484195 during previous year. The total income of the companydecreased from Rs. 15 43523 to Rs.6 20984. The EPS of the company for the year underreview is Rs. (0.08). Your directors expect and will make more efforts to improve theperformance of the company during the current year as compared to previous year.
Due to inadequate profits your directors do not recommend any dividend during the yearunder review.
4. AMOUNT TRANSFERRED TO RESERVE
Due to loss in the current year the company has not transfer any sum to special reserveaccounts in compliance with the RBI Act 1934.
The company has not accepted any public deposits under the provisions of the CompaniesAct 2013 ('Act').
6. SHARE CAPITAL
As on 31 March 2021 paid-up share capital of the Company stood at Rs. 5.00 croreconsisting of 5000000 equity shares of face value of Rs.10 each fully paid-up.
7. SUBSIDIARIES / JOINT VENTURE / ASSOCIATE COMPANY
Your company does not have any Subsidiary/ Joint Venture and Associate Companies.
8. SECRETARIAL STANDARDS OF ICSI
The Company has complied with the requirements prescribed under the SecretarialStandards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
9. STATE OF AFFAIRS OF THE COMPANY
Granting of loans and advances and making investments is the core area of operations ofthe company. The Board of Directors of your company carries out these operations withactive care and all essentials precaution thereby enhancing stakeholders values.
10. COMPOUNDING OF OFFENCES
The violation mentioned in the show cause notices issued to the company pursuant toinspection by the Regional Director under section 206(5)/207 are compoundable in natureand hence the Board of Directors of the Company have fileed compounding application beforeconcern authorities i.e. Regional Director/ National Company Law Tribunal and awaiting foran order from the aforesaid authorities .
11. CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the company during the year.
12. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company and thedate of this Report.
13. CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies Act 2013 are not applicable to thecompany.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) Change in Directorate
During the year under review there was no change in the Board of Directors of theCompany.
(ii) Directors liable to retire by rotation
Mr. Naresh Jain Director (DIN: 00291963) retires by rotation at the ensuing AGM beingeligible offers himself for re-appointment. Necessary details for re-appointment asrequired under the Act and the SEBI Listing Regulations is given in the notice of 29thAGM.
(iii) Key Managerial Personnel
Ms. Kavita Jain appointed as Company Secretary and Compliance Officer of the companyfrom 24th March 2021.
15. BOARD EVALUATION
The Board has carried out an annual performance evaluation of its own the IndependentDirectors Committee and other Individual Directors. The details of performance evaluationhave been made available on the Website of the Company i.e. www.aagamcapital.com.
16. POLICY ON DIRECTOR'S 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 remuneration paid to directors if any is recommended bythe Nomination and Remuneration Committee and approved by Board of Directors andShareholders of the Company. The remuneration is decided after considering various factorssuch as qualification experience performance responsibilities shouldered industrystandards as well as financial position of the Company. The policy of the company ondirector's appointment and remuneration is available on the website of the company i.ewww.aagamcapital.com.
17. COMMITTEES OF THE BOARD
The company has the following three committees of the board: (i) Audit Committee (ii)Nomination and Remuneration Committee (iii) 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) Regulations 2015 and amendments made therein from time to time.
18. MEETING OF BOARD OF DIRECTORS
During the year under review 5(Five) Board Meetings were held on 29.06.202014.09.2020 09.11.2020 12.02.2021 and 24.03.2021. Due to lockdown for COVID19 theintervening gap between the first meetings exceed the period prescribed under the Act. Thedetails of number of meeting attended by each directors are as follows:
19. AUDIT COMMITTEE
The Composition of the Audit committee is in accordance with the requirements ofsection 177 of the Companies Act 2013 and comprises of Mr. Suryakant Kadakane as Chairmanand Mr Rajendra Redekar and Mr Anil Kothari as its members.
During the Financial Year 2020-21 4 (four) meetings of the Audit Committee of theBoard of Directors were held on 29.06.2020 14.09.2020 09.11.2020 and 12.02.2021. Allthe recommendations made by the Audit Committee were accepted by the Board.
20. NOMINATIONAND REMUNERATION COMMITTEE:
The Composition of the Nomination and Remuneration Committee is in accordance with therequirements of section 178 of the Companies Act 2013 and comprises of Mr. SuryakantKadakane as Chairman Mr. Rajendra Redekar and Ms. Preeti Doshi as its members.
During the Financial Year 2020-21 1 (One) meeting of the Nomination and RemunerationCommittee of the Board of Directors was held on 24.03.2021.
21. MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company at their meeting held on 12th February 2021reviewed the performance of non- independent directors and the Board as a whole includingthe Chairman of the Company by taking into consideration views expressed by the executivedirectors and non-executive directors at various level pertaining to the quality quantityand timeliness of flow of information between the company management and the board haveexpressed their satisfaction.
22. DECLARATION BY THE INDEPENDENT DIRECTORS
The independent directors have submitted a declaration of independence stating thatthey meet the criteria of independence provided under section 149(6) of the Act asamended and regulation 16 of the SEBI Listing Regulations.
The Board had taken on record the declaration and confirmation submitted by theindependent directors regarding meeting the prescribed criteria of independence afterundertaking due assessment of the veracity of the same in terms of the requirements ofregulation 25 of the SEBI Listing Regulations.
23. 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.
24. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations. There were no materiallysignificant Related Party Transactions made by the Company with Promoters Directors KeyManagerial Personnel which may have a potential conflict with the interest of the Companyat large. Hence there does not exists any details to be mentioned in Form AOC-2 which isattached as "Annexure - I".
All Related Party Transactions are placed before the Audit Committee for approval. TheCompany has adopted a Related Party Transactions Policy. The policy as approved by theboard is uploaded on the Company's website at www.aagamcapital.com
25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The provisions of section 186 of the Companies Act 2013 pertaining to investment andlending activities are not applicable to the company since the company is a Non BankingFinancial Company ("NBFC").
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as stipulated under SEBI (Listing Obligationsand Disclosure Requirements) 2015 forms part of this report.
27. EXTRACT OF ANNUAL RETURN
In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) ofthe Companies Act 2013 the Annual Return as on 31st March 2021 is available on theCompany's website at www.aagamcapital.com.
28. RISK MANAGEMENT POLICY
The Board of Directors have adopted a risk management policy for the Company whichprovides for identification assessment and control of risks which in the opinion of theBoard may pose significant loss or threat to the Company. The Management identifies andcontrols risks through a defined framework in terms of the aforesaid policy.
29. WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has a whistle blower policy encompassing vigil mechanism pursuant to therequirements of the section 177(9) of the Act and regulation 22 of the SEBI ListingRegulations. The Audit Committee reviews the functioning of the Whistle blower policy. Thepolicy/vigil mechanism enables directors and employees to report to the management theirconcerns about unethical behaviour actual or suspected fraud or violation of thecompany's code of conduct or ethics policy and leak or suspected leak of unpublished pricesensitive information.
The whistle blower policy is uploaded on the website of the Company and can be accessedat www.aagamcapital.com.
30. INTERNAL CONTROL SYSTEMS
The internal financial controls of the Company are commensurate with its size scaleand complexity of operations. The company has policies and procedures which inter aliaensure integrity in conducting business timely preparation of reliable informationaccuracy and completeness in maintaining accounting records and prevention and detectionof frauds and errors. The Audit Committee actively reviews the adequacy and effectivenessof the internal financial control systems and suggests improvements if any to strengthenthe same.
31. CORPORATE WEBSITE:
The Company's web address is www.aagamcapital.com The website contains a completeoverview of the Company. The Company's Annual Report financial results details of itsbusiness shareholding pattern compliance with Corporate Governance contact informationof the designated officials of the Company who are responsible for assisting and handlinginvestor grievances the distribution schedule and Code of Conduct are uploaded on thewebsite.
32. DIRECTOR'S RESPONSIBILITY STATEMENT
In compliance of section 134(5) of the Act the directors state that:
(I) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.
(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for FY2021.
(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
(iv) they have prepared the annual accounts on a going concern basis.
(v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively.
(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively.
33. STATUTORYAUDITORSAND HIS REPORT
M/s. Motilal & Associates LLP Chartered Accountants (Firm Reg. No. 106584W)(Formerly known as M/s Motilal & Associates) were appointed as Statutory Auditors ofthe Company till the conclusion of the Thirty First Annual General Meeting to be held inthe year 2023. As per the provisions of Section 139 of the Act they have confirmed thatthey are not disqualified from continuing as Auditors of the Company.
The Audit Report of M/s. Motilal & Associates LLP on the Financial Statements ofthe Company for the Financial Year 2020-21 forms part of this Annual Report. The reportdoes not contain any qualification reservation adverse remark or disclaimer.
34. SECRETARIALAUDITORAND HIS REPORT
Pursuant to the provisions of section 204 of the Act the Board has appointed Mr.Suprabhat Chakraborty practising company secretary (C.P. No. 15878) to undertakesecretarial audit of the Company.
A report from the secretarial auditor in the prescribed Form MR-3 is annexed as"Annexure - II " to this Report. The report contain the following observations:
1. Time gap for Appointment of Company Secretary not as per provisions of the CompaniesAct 2013 and SEBI (Listing Obligation Disclosure Requirements) Regulations 2015
After resignation of Company Secretary on 19.11.2019 the company was searching for thesuitable candidate for the post on 24.03.2021 Ms. Kavita Jain has appointed as CompanySecretary and Compliance officer.
2. The Company has not paid Annual Listing Fees and trading in Bombay Stock Exchangehas been suspended.
Management would like to state that the trading in the script of the Company wassuspended abruptly by BSE without giving proper notice. The Stock Exchange has not raisedany invoice towards listing fees after suspending the trading. The matter is beingcontested by the company with BSE and waiting for final order.
In addition to the above and pursuant to SEBI circular dated 8 February 2019 a reporton secretarial compliance by Mr. Suprabhat Chakraborty for FY 20-21 has been submittedwith stock exchange.
35. DISCLOSURE AS TO MAINTENANCE OF COST RECORDS AS SPECIFIED BY
THE CENTRAL GOVERNMENT UNDER SECTION 148 (1) OF THE COMPANIES ACT 2013:
36. DEMATERIALIZATION OF SHARES:
82.96% of the Company's paid up Equity Shares Capital is in dematerialization form ason 31st March 2021 and balance 17.04% is in physical form.
Bigshare Services Pvt Ltd at 1st Floor Bharat Tin Works Building Opp. Vasant OasisMakwana Road Marol Andheri East Mumbai - 400059 is Share Registrat and Transfer Agentsof the Company.
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS
During year no significant and material orders were passed by any regulator or courtor tribunal impacting the going concern status and Company's operations in future.
38. PARTICULARS OF EMPLOYEES
Considering the provisions of Section 197(12) of the Act read with the relevant rulesand having referred to provisions of the First Proviso to Section 136(1) of the Act theAnnual Report is being sent to the members of the Company excluding details ofparticulars of employees and related disclosures. The said information/ details areavailable for inspection at the Registered Office of the Company during working hours onany working day. Any member interested in obtaining this information may write to thecompany and this information would be provided on request.
39. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has adopted a policy on Prevention Prohibition and Redressal of SexualHarassment at the Workplace in line with the provisions of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.The Policy aims to provide protection to employees at the workplace and prevent andredress complaints of sexual harassment and for matters connected or incidental theretowith the objective of providing a safe working environment where employees feel secure.The Company has not received any complaint of sexual harassment during the financial year2020-2021.
40. HEALTH SAFETY AND ENVIRONMENT
The company considers safety environment and health as the management responsibilityand therefore being constantly aware of its obligation towards maintaining and improvingthe environment across various spheres of its business activities.
41. CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO
The company is not engaged in manufacturing activities and as such the particularsrelating to conservation of energy and technology absorption are not applicable. Thecompany makes every effort to conserve energy as far as possible etc. Particularsregarding Foreign Exchange Earnings and Outgo required under the provisions of Section134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 are given in the notes forming part of accounts which forms part of the AnnualReport.
The Board of Directors would like to express its gratitude and its appreciation for thesupport and co-operation from its members RBI and other regulators. The Board ofDirectors also places on record its sincere appreciation for the commitment and hard workput in by the Management and the employees of the Company .