Your Directors have great pleasure in presenting the 32nd Annual Report andthe Company's audited financial statement for the financial year ended 31stMarch 2019.
|FINANCIAL RESULTS || || |
(Rs. in '000)
| || |
|Particulars ||Year Ended 31.03.2019 ||Year Ended 31.03.2018 ||Year Ended 31.03.2019 ||Year Ended 31.03.2018 |
|Income from Operations and Other Income ||49688.98 ||57879.76 ||69850.26 ||82896.95 |
|Profit before Interest & Depreciation ||7167.13 ||11560.39 ||21540.74 ||27116.40 |
|Less: Interest & Bank charges ||5417.52 ||5207.29 ||17997.87 ||15098.28 |
|Less: Depreciation ||1957.25 ||2287.01 ||1957.25 ||2403.65 |
|Profit before Tax ||(207.64) ||4066.09 ||1585.62 ||9614.47 |
|Less: Provision for Taxation ||- ||1128.90 ||239.59 ||2439.84 |
|Less: Deferred Tax Expenses/(Savings) ||(239.11) ||(195.29) ||(238.43) ||(197.84) |
|Less: Short / (Excess) Tax Provision of Tax in Earlier ||3.55 ||- ||12.79 ||- |
|Years || || || || |
|Profit after Tax Carried to Balance Sheet ||27.91 ||3132.48 ||1204.80 ||7087.29 |
|Surplus brought forward ||57930.87 ||54798.39 ||59988.18 ||53119.80 |
|Balance carried to Balance Sheet ||57958.79 ||57930.87 ||60911.38 ||59988.18 |
The operations of the Company for the year under review have resulted in the grossprofit of Rs. 7167.13 thousands as against Rs. 11560.39 thousands in the previous year.After providing for interest depreciation and taxes the Company has recorded a netprofit of Rs. 27.91 thousands as against Rs. 3132.48 thousand in the previous year. Thegross revenue stood at Rs. 49688.98 thousand as against Rs. 57879.76 thousand during theprevious year.
The operations of the Company for the year under review have resulted in the grossprofit of Rs. 21540.74 thousands as against Rs. 27116.40 thousands in the previous year.After providing for interest depreciation and taxes the Company has recorded a netprofit of Rs. 1204.80 thousands as against Rs. 7087.29 thousand in the previous year.The gross revenue stood at Rs. 69850.26 thousand as against Rs. 82896.95 thousand duringthe previous year.
In order to conserve the resources for working capital needs your Directors do notrecommend any dividend.
The paid up Equity Share Capital as on 31st March 2019 was Rs. 61162000divided into 6116200 equity shares of Rs. 10/- each. During the year under review theCompany has not issued shares with differential voting rights nor granted stock optionsnor sweat equity.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements the audited ConsolidatedFinancial Statements are provided in the Annual Report.
The Company has three subsidiaries as on March 31 2019. There are no associatecompanies within the meaning of Section 2(6) of the Companies Act 2013 ("Act").There has been no material change in the nature of the business of the subsidiaries.
A separate statement containing the salient features of the financial statements of allthe subsidiary companies of your Company forms part of consolidated financial statementsin compliance with Section 129 and other applicable provisions if any of the CompaniesAct 2013. The financial statements of the subsidiary companies and related informationare available for inspection by the members at the Registered Office of your Companyduring business hours on all days except Saturdays Sundays and public holidays up to thedate of the Annual General Meeting (AGM) as required under Section 136 of the CompaniesAct 2013. Any member desirous of obtaining a copy of the said financial statements maywrite to the Company Secretary at the Registered Office of your Company. The financialstatements including the consolidated financial statements financial statements of thesubsidiary companies and all other documents required to be attached to this report havebeen uploaded on the website of your Company (www.ajcononline.com).
The financial performance of the subsidiary companies included in the consolidatedfinancial statements of your Company is set out in the note No. 36 of the Notes toAccounts in Consolidated Financial Statements.
During the financial year 2018-19 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS
The details of Loan Guarantees and investment covered under the provisions of section186 of the Companies Act 2013 are given in the notes to the financial statements.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notattracted to the company yet. Therefore Company has not constituted a Corporate SocialResponsibility Committee. The provisions of a Corporate Social Responsibility shall becomplied by the Company as and when applicable.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN 31st MARCH 2019 AND 08th AUGUST 2019 (dateof Report).
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (31st March 2019) and the date ofthe Report (08th August 2019).
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL
The Board has on the recommendation of the Nomination & Remuneration Committee ofthe Company framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration. The salient aspects of the saidpolicy covering in the Nomination and Remuneration Policy covering the policy onappointment and remuneration of Directors and other matters have been outlined in theCorporate Governance Report of the Company which forms part of this Report.
The Managing Director and Whole-Time Directors of the Company do not receive anyremuneration from any of the subsidiary companies of the Company.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
The ratio of remuneration of each director to the median of employees' remuneration asper Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure- A.
In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the namesand other particulars of employees are available with the Company. In terms of provisionsof Section 136(1) of the Act this report is being sent to the members without thisannexure. The said information is available for inspection at the registered office of theCompany during working hours and any member interested in obtaining such information maywrite to the Company Secretary of the Company and the same will be furnished on request.
DIRECTORS AND KEY MANAGERIAL PEROSNNEL
a) Appointments & Reappointments
In accordance with the provisions of Companies Act 2013 Mr. Anuj Ashok Ajmera (DIN:01838428) Executive Director retires by rotation and being eligible has offered himselffor re-appointment.
Profile and other information of the aforesaid Directors as required under Regulation36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andSecretarial Standard - 2 forms part of the notice convening the ensuing Annual GeneralMeeting.
b) Key Managerial Personnel
Mr. Ashok Ajmera Chairman Managing Director & CEO Mr. Ankit Ajmera Whole -TimeDirector & CFO Mr. Anuj Ajmera Whole -Time Director and Mr. Shailendra PathakCompany Secretary are the Key Managerial Personnel of the Company in accordance with theprovisions of Sections 2(51) 203 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section 149(6) of the Act and that they qualify to beindependent directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of Independent Director' as mentioned under Regulation 16(1)(b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Theconfirmations were placed before and noted by the Board.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE
Pursuant to the provisions of companies Act 2013 and in accordance with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outannual performance evaluation of its own performance the Directors individually as wellthe evaluation of the working of its Audit Nomination & Remuneration StakeholderRelationship Committee and Risk Management Committee. A structured questionnaire wasprepared after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance. During the year under review the Independent Directors ofyour Company carried out the performance evaluation of Non- Independent Directors andChairperson at a separate meeting of Independent Director.
The directors expressed their satisfaction with the evaluation process.
Whenever any person joins the Board of the Company as a Director an induction programis arranged for the new appointee wherein the appointee is familiarized with the Companyhis/her roles rights and responsibilities in the Company the Code of Conduct of theCompany to be adhered nature of the industry in which the Company operates and businessmodel of the Company.
The detail of such familiarization programs has been disclosed on the Company's websiteat www.ajcononline.com.
BUSINESS RISK MANAGEMENT
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has adhered to the principles ofsound risk management and has a Risk Management Policy in Place.
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.
In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter-alia are Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.
Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk.
As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the ListingRegulations the Company has a whistle blower policy in place for its Directors andEmployees to report concern about unethical behavior actual or suspected fraud orviolation of the Company's code of conduct. The functioning of the vigil mechanism isreviewed by the Audit Committee from time to time. None of the Directors or employees havebeen denied access to the Audit Committee of the Board. The Whistle Blower Policy isavailable on the website of the Company i.e www.ajcononline.com.
During the year under review the Company did not receive any compliant under the saidMechanism.
The Board of Directors has constituted four committees viz;
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholder's Relationship Committee
d) Risk Management Committee
Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in Report on Corporate Governance.
During the year four Board Meetings and one Separate Meeting of Independent Directorswas held. The details of which are given in Corporate Governance Report. The provisions ofCompanies Act 2013 and listing agreement were adhered to while considering the time gapbetween the two meetings.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section on 134(3)(c) read with Section 134(5) of the Companies Act 2013your Directors confirms that:
a) that in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2019 and of the profit of the Company for the year ended on thatdate;
c) that proper and sufficient care has been taken 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;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
All Related Party Transactions are placed before the Audit Committee & Board fortheir approval.
The policy on Related Party Transactions as approved by the Board has been uploaded onthe Company's website http://www.ajcononline.com/policies.asp None of the Directors hasany pecuniary relationships or transactions vis-a-vis the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no orders passed by the Regulators / Courts which would impact the goingconcern status of the Company and its future operations.
Pursuant to provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Chaturvedi Sohan & Co. CharteredAccountant (Firm Registration No. 118424W) were appointed as Statutory Auditors of theCompany for a term of five years to hold office from the conclusion of the 30th AnnualGeneral Meeting till the conclusion of the 35th Annual General Meeting of the Company.
The requirement of seeking ratification of the members for continuance of StatutoryAuditors appointment has been withdrawn consequent to changes in the Companies (Amendment)Act 2017 w.e.f. May 7 2018. Hence the resolution seeking ratification of the membersfor their appointment is not being placed at the ensuing Annual General Meeting. TheStatutory Auditor has confirmed their eligibility and submitted the certificate in writingthat they are not disqualified to hold the office of Statutory Auditor.
Statutory Audit and other fees paid to Statutory Auditors:
During FY 2018-19 the total fees for the statutory audit and other services renderedby the Statutory Auditors are given below:
|Auditors' Remuneration || ||Rs. in 000' |
|Particulars ||FY2018-19 ||FY 2017-18 |
|Audit Fees ||80.00 ||60.00 |
|Tax Audit Fees ||10.00 ||10.00 |
|Total ||90.00 ||70.00 |
Auditor Report forms part of this report. There are no qualifications reservations oradverse marks made by M/s. Chaturvedi Sohan & Co. Statutory Auditor's in theirreport for the financial year ended 31st March 2019. Hence the report is selfexplanatory.
SECRETARIAL & INTERNAL AUDITOR
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of M/s. Kothari H. & Associates Company Secretary inPractice Mumbai to conduct the Secretarial Audit of the Company for the financial yearended March 31 2019.
The Secretarial Audit Report (in Form No. MR. 3) is attached as "Annexure-B" to this Report.
M/s Atul Donde & Co. Chartered Accountants Mumbai have conducted the internalaudit periodically and submitted their reports to the Audit Committee and their reportswere reviewed by Audit Committee from time to time and found to be satisfactory.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under Regulation 34 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 form part of this Report. The certificate fromthe Auditors of the Company confirming compliance with the conditions of CorporateGovernance is annexed to the Report on Corporate Governance.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The prescribed particulars of conservation of energy technology absorption asstipulated under Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 are not applicable to your company as we are neither a manufacturing companynor the operation of your Company are energy intensive. However the disclosure regardingthe same are set-forth below:
a) Conservation of Energy: Adequate measure has been taken for conservation of energyand efficient use of resources. Company follows principles of "Green IT".
b) Technology Absorption: The Company is vigil on technology absorption as per therequirement of its business operations. However during the year there was no acquisitionof new technology.
c) Foreign Exchange Earning & Outgo: During the year foreign exchange earnings wereNIL (P.Y. Rs. Nil). The expenditure in foreign currency amounted to Rs. 305.16 thousand(P.Y. Rs. 855.79 thousands).
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT- 9 is annexedherewith as "Annexure -C".
TRANSFER OF EQUITY SHARES/DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND(IEPF).
Pursuant to the provisions of Section 124(5) and 125 of the Companies Act 2013 and theInvestor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016. During the year the Company was not required to transferred the unpaid or unclaimeddividends/shares to the Investor Education and Protection Fund (IEPF) established by theCentral Government since the Company has not declared any dividend in the financial year2010-11.
The Company has also uploaded the details of the shareholders whose shares/dividendwere transferred to IEPF on its website viz. www.ajcononline.com
Claim from IEPF Authority Members/Claimants whose shares unclaimed dividend have beentransferred to the IEPF Demat Account or the Fund as the case may be may claim theshares or apply for refund by making an application to the IEPF Authority in e-Form IEPF-5 (available on www.iepf.gov.in) along with requisite fee as decided by the IEPF Authorityfrom time to time. The Member/Claimants can file only one consolidated claim in afinancial year as per the IEPF Rules. No claim shall lie against the Company in respect ofthe dividend/shares so transferred
ACUITE Ratings & Research Limited (Acuite) credit rating agency hasassigned following credit ratings to the Company:
|Total Bank facilities Rated ||Rs. 9.95 Cr. |
|Long Term Rating ||ACUITE B+/ Outlook:Stable |
|Short Term Rating ||ACUITE A4 |
All the properties of the Company are adequately insured. The Company is alsoadequately insured for its activities as stock & currency brokers and depositoryparticipant.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013.
The Company has zero tolerance for sexual harassment at work place and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provision of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the rules framed thereunder.
Your Directors further state that as on date there is no case filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors wish to place on record their thanks and gratitude to Company's bankersclients and customers Regulators Exchanges and other Authorities for their supportco-operation guidance and assistance. The Board is also grateful to the shareholders fortheir continued confidence. The Board also expresses its deep sense of gratitude to Bankof India for its continued support for the Online Share Trading by its customers under thetie up with the Company.
The Board of Directors takes this opportunity to express their appreciation of thesincere efforts put in by the executives and staffs at all the levels and hopes that theywould continue their dedicated efforts in the future also.
| ||By Order of the Board |
|Place: Mumbai ||Ashok Ajmera |
|Date: 08.08.2019 ||Chairman & Managing Director |
| ||DIN: 00812092 |