The Members Amarnath Securities Ltd.
Your Directors have pleasure in presenting the 26thAnnual Report togetherwith the audited statement of accounts for the year ended 31st March 2020.
The summarized financial results for the year ended 31st March 2020 are asunder:
|Particulars ||2019-20 ||2018-19 |
|1. Profit before Interest Depreciation and Tax ||1825179 ||2157037 |
|2. Interest ||- ||- |
|3. Depreciation ||184914 ||100388 |
|4. Profit(Loss) Before Tax ||1640265 ||2056649 |
|5. Provision for taxation ||457231 ||564452 |
|6. Profit(Loss) After Tax ||1183034 ||1492197 |
The income and profits of the Company are derived from interest income and supplementedby profit on sale of investments.
Your Director do not recommend dividend for the year.
The paid up equity share capital as on 31 March 2020 was ? 30002000/- divided into3000200 equity share of ? 10/- each. During the year under review the company has notmade any fresh issue of shares.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND
The Company does not have any amount of Unpaid/Unclaimed Dividend which is required tobe transferred to the Investors Education & Protection fund as required under Sectionof the Companies Act. There are no other statutory amount like outstanding unpaid RefundAmount on Share Applications unpaid interests or principal of Deposits and Debentures etclying with the company which are required to be transferred to Investors Education andProtection Fund.
COMPLIANCE WITH THE LISTING AGREEMENT
Company's shares are listed on BSE Ltd. and Company has complied with the mandatoryprovisions of Corporate Governance as stipulated in the Listing Agreement with the StockExchange.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
Dr. Omkar Herlekar Promoter of the company has offered his entire holdings of shares.i.e.
14.61.824 equity shares constituting 48.72% of total paid up equity share capital andvoting share capital of the Company. Share Purchase Agreement has been made between Mr.Sureshbabu Malge (Acquirer) and Dr. Omkar Herlekar (Seller) on July 23 2019 to acquire
14.61.824 Equity Shares constituting 48.72% of the fully paid up equity share capitalof the Company along with complete Control and Management of the Company. Publicannouncement Detailed Pubic Statement Draft Letter of Offer issued by the Capital SquireAdvisors Private Limited the Manager to the offer on behalf of Acquirer in Compliancewith regulations of SEBI (Substantial Acquisition of Shares and takeover) Regulation 2011has filed with SEBI. The company has received Approval from SEBI on open offer datedOctober 25 2019.
The company has changes its corporate office to Unit no 705 Minerva Estate A wing O2Commercial Tower Mulund west- 400080.
Due to covid 19 pandemic governments announced the lock down and government officesworking with less number of officers No objection Certificate is pending from RBI howevermanager for offer and company is constantly in follow up with RBI for NOC.
Except above event there are no material changes and commitments affecting financialposition of the Company which has occurred between the end of the financial year of theCompany i.e. March 31 2020 and the date of the director report.
SIGNIFICANT OR MATERIAL ORDER PASSED BY REGULATORS/COURTS
During the year under review there were no significant or material orders passed bythe regulators or court or tribunals impacting the going concern status and CompanyOperations in future.
The company has not accepted the deposits during the year under review.
CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by the Ministry ofCorporate Affairs every Company having the net worth of ? 500 crores or more or turnoverof ? 1000 crores or more net profit of ? 5 crores during any financial year have to spendat least 2% of the average net profit of the Company made during the three immediatelypreceding financial years. Accordingly the provision of CSR activities under CompaniesAct 2013 do not apply to our company.
A detailed report on corporate governance together with a certificate from theSecretarial Auditor in compliance with the relevant provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached as part of thisreport vide Annexure B.
Compliance reports in respect of all laws applicable to the Company have been reviewedby the Board of Directors.
PARTICULARS OF THE EMPLOYEES:
The Company has no employee to whom the provision of section 197(12) of the CompaniesAct 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 apply and so it is not applicable to the company.
JOINT VENTURE COMPANY/ASSOCIATES
The Company has no Joint Venture Company/Associates as on date of this Balance Sheet.SUBSIDIARY
The Company has no subsidiary as on date of this Balance Sheet dated March 31 2020CONSOLIDATION OF ACCOUNTS
In accordance with the Notification issued by the Ministry of Corporate AffairsGovernment of India to amend the Companies (Accounts) Rules 2014 vide notification dated14th October 2014 No. G.S.R. 723(E) in Rule 6 after existing provision of the Companies(Accounts) Rules 2014. As such Consolidation of Accounts is not Applicable for thecurrent financial year 20192020.
RELATED PARTY TRANSACTION
All related party transactions that were entered into during the financial year were onan arm's length basis and in the ordinary course of business. All the related partytransactions are pre-
approved by the Audit Committee. In view of this disclosure in form AOC-2 has not beenprovided as the same is not applicable to the Company.
During the year the Company has not entered into any contract/arrangement with relatedparties which could be considered materially significant related party transactions.
The details of the transaction with Related Party are provided in the accompanyingfinancial statement.
EXTRACTS OF ANNUAL RETURNS
The details forming Part of the Extracts of Annual Returns is annexed as per AnnexureA'.
DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134 (3)(M) OF THE COMPANIES ACT2013(ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES 2014
(i) CONVERSION OF ENERGY
The Additional information required under the Act relating to conservation of energy isnot applicable to your company.
(ii) TECHNOLOGY ABSORPTION
The Additional information required under the Act relating to technology absorption isnot applicable to your company.
(iii) FOREIGN EXCHANGE EARNINGS OR OUTGO
The company has no foreign exchange earnings or outgoes during the year under review.SECRETARIAL STANDARDS
The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of theBoard of Directors (SS - 1) and Secretarial Standard on General Meetings (SS - 2)effective from July 1 2015. Your Company complies with the same.
Your Company will comply with the other Secretarial Standards issued by the Instituteof Company Secretaries of India (ICSI) as and when they are made mandatory.
M/s A N A M & Associates (Firm Registration No. 005496S) Chartered AccountantStatutory Auditors of the Company holds office till the conclusion of the Annual GeneralMeeting to be
held in the calendar year 2022 w.e.f. 28th September 2017. Pursuant toCompanies Amendment Act 2017 their appointment is not subject to annual rectification atthe AGM.
Pursuant to the provision of Section 138 of the Companies Act 2013 and the Companies(Accountants) Rules 2014 the company has adequate internal audit system.
Pursuant to the provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personal) Rules 2014 the company hasappointed M/s Shivam Sharma & Associates Company Secretary in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit is annexedherewith as "Annexure C" as MR-3.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company maintains adequate internal control systems which provide amongst otherthings adequate support to all its operations and effectively handle the demands of theCompany's financial management systems.
The Company has in place effective systems safeguarding the assets and interest of theCompany and ensuring compliance with law and regulations. The Company's internal controlsystems are supplemented by an extensive programme of internal audit conducted by anexternal auditor to ensure adequate system of internal control.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of Companies Act 2013 as amended withrespect to the Directors' Responsibility Statement it is hereby confirmed that:
i. In the preparation of the accounts for the financial year ended 31st March 2020 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March2020 and of the Profitand Loss of the Company for the year ended 31st March 2020;
iii. 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;
iv. The Directors have prepared the annual accounts for the financial year ended 31stMarch 2020 on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Following are Directors and Key Managerial Personnel's and changes among them duringthe year under review:
1. Mr. Naresh Padhir (Whole-time Dirctor)~
2. Mr. Suresh Babu Malge (Whole-time Dirctor)@
3. Mr. Akshay Dhirendra Singh (Chief Financial Officer) #
4. Mrs. Swapna Bansode (Company Secretary & Compliance Officer) $
5. Mr. Sitendu Sharma (Non-Executive Independent)%
~ Appointment w.e.f. April 10 2019 @ Appointment w.e.f. August 01 2019 # Appointmentw.e.f. June 13 2019 $ Appointment w.e.f. June 13 2020 %Appointment w.e.f. August 252020
1. Mr. Hitesh Ruke %
2. Mr. Omkar Herlekar A
3. Ms. Aparna Akadkar &
%Resignation w.e.f. April 10 2019 AResignation w.e.f. July 10 2019 &Resignationw.e.f. August 01 2019
All the appointments of Directors of the company are in compliance with the provisionsof Section 164 of the Companies Act 2013.
All Independent Directors have given the declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act2013 and clause 49 ofthe listing Agreement.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of Regulation 25(7) of the Listing Regulations2015 the Company has put in place a Familiarization Programme for Independent Directorsto familiarize them with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model etc. Thedetails of the Familiarization Programme conducted are available on the website of theCompany www.amarnathsecurities.com
EVALUATION OF PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTOR
During the year the evaluation of the annual performance of individual directorsincluding the Chairman of the Company and Independent Directors Board and Committees ofthe Board was carried out under the provisions of the Act and relevant Rules and theCorporate Governance requirements as prescribed under Regulation 17 of ListingRegulations 2015 and the circular issued by SEBI dated January 5 2017 with respect toGuidance Note on Board Evaluation. The Nomination and Remuneration Committee had approvedthe indicative criteria for the evaluation based on the SEBI Guidance Note on BoardEvaluation.
The Chairman of the Company interacted with each Director individually for evaluationof performance of the individual directors.
In a separate meeting of Independent Directors performance of Non IndependentDirectors and performance of the Board as a whole was evaluated. Further they alsoevaluated the performance of the Chairman of the Company taking into account the views ofthe Executive Directors and Non-executive Directors.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of various criteria such as structure and diversity of theBoard experience of Director strategy and performance evaluation secretarial supportevaluation of risk evaluation of performance of the management and feedback independenceof the management from the Board etc. The performance of the Committees was evaluated bythe Board after seeking inputs from the Committee members on the basis of criteria such asmandate and composition effectiveness of the committee structure of the committee andmeetings independence of the committee from the Board and contribution to decisions ofthe Board. The Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as knowledge and competencyfulfillment of functions availability and attendance initiative integrity contributionand commitment independence independent views and judgment etc.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met 8(eight) times during the financial year. Thedetails of Board Meetings are provided in the Corporate Governance Report which formspart of this
Annual Report. For details of meetings of the Board please refer to the CorporateGovernance Report which is a part of this report. Annexure B
COMMITTEES OF THE BOARD
Your company has three (3) statutory committee of the Board of Director as on March 312020 Details given in the Corporate Governance Report Annexure B Statutory Committees:
Nomination and Remuneration Committee
Stakeholders Relationship Committee
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms a part of this Report.
CORPORATE GOVERNANCE REPORT
A detailed Report on Corporate Governance and Certificate of the Auditors of theCompany regarding compliance of the conditions of Corporate Governance as stipulated inPart C of Schedule V of the Listing Regulations 2015 are enclosed as a separate sectionand forms a part of this Report under Annexure B.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations 2015detailed review of operations performance and future outlook of the company is coveredunder Management's Discussion & Analysis which forms a part of this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
Being Non-Banking Financial Company (NBFC) Provision of Section 186 of the CompaniesAct 2013 is not applicable.
NON-BANKING FINANCIAL COMPANIES (RESERVE BANK OF INDIA) DIRECTIONS
The Company follows the RBI Directive regarding NBFC Business.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company strongly believes in providing a safe and harassment free workplace foreach and every individual working for the Company through various interventions andpractices. It is the continuous endeavor of the Management of the Company to create andprovide an environment to all its employees that is free from discrimination andharassment including sexual harassment. The Company has adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofthe Sexual Harassment of Women at Workplace
(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. The Companyarranged various interactive awareness workshops in this regard for the employees in theCorporate Office during the financial year. During the financial year ended March 31 2020no complaint pertaining to sexual harassment was received by the Company.
VIGIL MECHANISM POLICY
The company has devised an effective Vigil Mechanism for stakeholders includingDirectors shareholders employees to report concerns about unethical behavior actual orsuspected fraud or violation of the company's code of conduct or ethics policy to freelycommunicate their concerns about illegal or unethical practices. The policy has beenexplained in detail in the website of company i.e. www.amarnathsecurities.com.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
There are no significant and material orders passed by the regulators or court ortribunal which would impact the going concern status of the company in financial year2019-2020.
The Company is in compliance with applicable Secretarial Standards issued by theInstitute of Company Secretaries of India
DETAILS OF FRAUD IF ANY REPORTED BY THE AUDITORS
There have been no instances of fraud reported by Auditors pursuant to Section 143(12)of the Companies Act 2013.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2019-20 for all applicablecompliances as per Securities and Exchange Board of India Regulations and Circulars /Guidelines issued thereunder.
The Annual Secretarial Compliance Report submitted by your Company to the StockExchanges is provided under Annexure D which forms part of this report.
APPRECIATIONS AND ACKNOWLEDGEMENT:
The Board wish to express their appreciation for the continued co-operation of theGovernment of India Governments of various States in India bankers financialinstitutions Shareholders
customers dealers suppliers and also the valuable assistance. The Directors alsowish to thank all the employees for their contribution Support and continued commitmentthroughout the year.
For and on behalf of the Board of Directors
|Date: 05/09/2020 ||Sd/- |
|Place: Mumbai ||Naresh Padir |
| ||Director |