Your Directors take pleasure in presenting their Ninth Annual Report on the Businessand Operations of the Company and the Accounts for the Financial Year ended 31st March2017 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of the Financial performance for the Financial year ended March 31 2017and the previous Financial year ended March 31 2016 is given below: ( in lacs)
|Particulars ||31-Mar-17 ||31-Mar-16 |
|Total Income ||2284.73 ||993.78 |
|Less: Expenditure ||2124.43 ||968.77 |
|Profit before Depreciation ||160.3 ||25.01 |
|Less: Depreciation ||6.13 ||6.25 |
|Profit before Tax ||154.17 ||18.76 |
|Provision for Taxation ||33.37 ||6.53 |
|Profit after Tax ||120.80 ||12.23 |
Being a Market Making Company most of the Company's investments are in the securitiesof listed companies. Accordingly most of its revenue are in nature of trade income oninvestments in listed companies. On account of resilient growth in the capital markets andincreased investor interest in SME listed stocks; Company witnessed a Top line &Bottom line growth.
The Total Income of the Company stood at 2284.73 lacs for the year ended March 31 2016as against 993.78 lacs in the previous year. The Company made a net profit of 120.80 lacsfor the year ended March 31 2016 as compared to the net profit of 12.23 lacs in theprevious year.
The dividend policy for the year under review has been formulated taking intoconsideration of growth of the company and to conserve resources the Directors do notrecommend any dividend for year ended March 31 2017.
3. STATE OF AFFAIRS OF THE COMPANY:
Information on the operations and Financial performance among others for the periodunder review is given in the Management Discussion and Analysis Report which is annexedto this Report and is in accordance with the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015
4. DIRECTORS AND KEY MANAGERIAL PERSONNEL: i. Change in Directors
During the period under review Mr. Darshit Parikh was appointed as Additional Director(Independent Director) to hold office till conclusion of ensuing annual general meeting onMay 26 2016 and subsequently in the 8th AGM held on
August 27 2016 was appointed as Independent Director for a term upto five consecutiveyears upto August 2021 not liable to retire by rotation.
Mr. Shreyas Shah was designated as Executive Director in the Board Meeting held on May26 2016.
ii. Committees of Board of Directors
During the period under review Mr. Darshit Parikh was appointed as member ofNomination and Remuneration Committee in place of Mr. Shreyas Shah on May 26 2016. Exceptaforesaid there is no change in Committees of Board of Directors.
iii. Independent Directors
Independent Directors have provided their confirmation that they meet the criteria ofindependence as provided in subsection (6) of Section 149 of the Companies Act 2013.
An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company
iv. Retirement by Rotation of the Directors
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Shreyas Shah Executive Director of the Company retiresby rotation and offers himself for re- appointment.
The brief resume of Mr. Shreyas Shah the nature of his expertise in specificfunctional areas names of the companies in which he has held directorships hershareholding etc. are furnished in the Annexure-A to the notice of the ensuing AGM.
v. Key Managerial Personnel
During the period under review Mr. Malcolm Mascarenhas resigned from the Company onAugust 13 2016 and in place of Mr. Malcolm Mascarenhas Mr. Deepesh Jain was appointed asCompany Secretary on August 13 2016. Apart from the aforementioned there are no changesin Key Managerial Personnel's of the Company.
During the year Six Board Meetings were convened and duly held. The details of whichare given in the Corporate Governance Report which forms part of this report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
6. AUDIT COMMITTEE:
The Audit Committee comprises of Mr. Ram Gaud (Chairman) Mr. Shripal Shah (Member)and Ms. Supriya Tatkar (Member). Powers and role of the Audit Committee are included inthe Corporate Governance Report. All the recommendation made by the Audit Committee wereaccepted by the Board of Directors.
7. BOARD EVALUATION:
Your Board has devised an Evaluation Policy for evaluating the performance of theBoard its committees Executive Directors Independent Directors. Based on the same theperformance was evaluated for the Financial year ended March 31 2017.
The policy inter alia provides the criteria for performance evaluation such as Boardeffectiveness quality of discussion contribution at the meetings business acumenstrategic thinking time commitment and relationship with the stakeholders corporategovernance practices contribution of the committees to the Board in discharging itsfunctions etc.
8. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in MGT9 as a part of this Annual Report as "Annexure I" .
9. AUDITORS: i. Statutory Auditors:
M/s Thakur Vaidyanath Aiyar & Co. Chartered Accountants the statutory auditors ofthe Company have expressed unwillingness to continue to act as Statutory Auditor of theCompany and expressed to retire as Statutory Auditor of the Company after 9th AnnualGeneral Meeting of the Company. The Board has recommended of M/s V. N. Purohit & Co.Chartered Accountants as the statutory auditors of the Company in their place for a termof five consecutive years from the conclusion of the 9th Annual General Meeting till theconclusion of the 14th Annual General Meeting to be held in the year 2022 for approval ofshareholders of the Company based on the recommendation of the Audit Committee.
ii. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed JNG & CO. a firm of Company Secretaries in Practice (CP No. 8108) toundertake the Secretarial Audit of the Company for the F.Y. 2016-17. The Secretarial AuditReport for F.Y. 2016-17is annexed herewith as "Annexure II".
10. REMUNERATION POLICY:
The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 ofthe Companies Act 2013 and SEBI (LODR) Regulations 2015. The Policy is provided inAnnexed to this Report as "Annexure III"
11. AUDITOR'S REPORT:
The Auditor's Report and Secretarial Auditor's Report does not contain any qualications reservations or adverse remarks. Report of the Secretarial Auditor is given as anAnnexure which forms part of this report.
12. VIGIL MECHANISM:
In pursuant to the provisions of section 177 (9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and Employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttp://www.afsl.co.in/Acml/.
13. INTERNAL AUDIT & CONTROLS:
Pursuant to provisions of Section 138 read with read with rules made there under theBoard has appointed M/s. Thakur & Co. Chartered Accountants as an Internal Auditorsof the Company to check the internal controls and functioning of the activities andrecommend ways of improvement. The Internal Audit is carried out quarterly basis; thereport is placed in the Audit Committee Meeting and the Board Meeting for theirconsideration and direction.
The Internal Financial Controls with reference to Financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
14. RISK ASSESSMENT AND MANAGEMENT:
Your Company has been on a continuous basis reviewing and streamlining its variousoperational and business risks involved in its business as part of its risk managementpolicy. Your Company also takes all efforts to train its employees from time to time tohandle and minimize these risks.
15. LISTING WITH STOCK EXCHANGES:
Aryaman Capital Markets Limited is listed on the SME Platform of the BSE Limited. Ithas paid the Annual Listing Fees for the year 2017-2018 to BSE Limited.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
i. Conservation of Energy
a) The steps taken or impact on conservation of energy The Operations ofthe Company are not energy intensive. However adequate measures have been initiated forconservation of energy. b) The steps taken by the Company for utilizing alternatesource of energy Company shall consider on adoption of alternate source ofenergy as and when necessities. c) The Capital Investment on energy conversationequipment No Capital Investment yet.
ii. Technology Absorption
a) The efforts made towards technology absorption. Minimum technologyrequired for Business is absorbed. b) The benefits derived like product improvementcost reduction product development or import substitution Not Applicable. c) Incase of imported technology (imported during the last three years reckoned from thebeginning of the Financial year) Not Applicable. a. the details of technologyimported; b. the year of import; c. whether the technology been fully absorbed; d. if notfully absorbed areas where absorption has not taken place and the reasons thereof
iii. The expenditure incurred on Research and Development Not Applicable.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company during the Financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. Thus Disclosure in form AOC-2 is not required. Further during the year theCompany had not entered into any contract / arrangement /transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions. All related party transactions are placedbefore the Audit Committee and Board for approval. The details of the related partytransactions as required under Indian Accounting Standard (IND-AS) 24 are set outin Note to the Financial statements forming part of this Annual Report.
Your Company did not accept / hold any deposits from public / shareholders during theyear under review.
19. SIGNIFICANT AND MATERIAL ORDERS:
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.
20. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and rules made there under the Company has framed and adoptedthe policy for Prevention of Sexual Harassment at Workplace. Company was not in receipt ofany complaint of sexual harassment.
21. HUMAN RESOURCES:
Your Company considers people as its biggest assets and Believing in People' isat the heart of its human resource strategy. It has put concerted efforts in talentmanagement and succession planning practices strong performance management and learningand training initiatives to ensure that your Company consistently develops inspiringstrong and credible leadership.
Your Company has established an organization structure that is agile and focused ondelivering business results. With regular communication and sustained efforts it isensuring that employees are aligned on common objectives and have the right information onbusiness evolution. Your Company strongly believes in fostering a culture of trust andmutual respect in all its employees seek to ensure that business world values andprinciples are understood by all and are the reference point in all people matters.
As your Management is on the payroll of Holding Company and doesn't not draw anymanagerial remuneration from the Company the statement of Disclosure of Remunerationunder Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 ("Rules") will not be applicable.
The current workforce breakdown structure has a good mix of employees at all levels.
Your Board confirms that the remuneration is as per the remuneration policy of theCompany.
22. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability con rm that:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no 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 pro tof the Company for that period.
iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities. 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 andsuch internal Financial controls are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal Financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal Financial controls were adequate and effective during theFinancial year 2016-17.
23. CAUTIONARY STATEMENTS:
Statements in this Annual Report particularly those which relate to ManagementDiscussion and Analysis as explained in the Corporate Governance Report describing theCompany's objectives projections estimates and expectations may constitute forwardlooking statements' within the meaning of applicable laws and regulations. Actual resultsmight differ materially from those either expressed or implied in the statement dependingon the circumstances.
Your Directors would like to express deep sense of appreciation for the assistance andco-operation received from the Financial Institutions Banks Government Authorities andShareholders and for the devoted service by the Executives staff and workers of theCompany. The Directors express their gratitude towards each one of them.
|On Behalf of The Board Of Directors |
|FOR ARYAMAN CAPITAL MARKETS LIMITED |
|Shripal Shah |
|DIN: 01628855 |
|(Chairman & Executive Director) |
|Mumbai Monday August 28 2017 |
60 Khatau Building Ground. Floor Alkesh Dinesh Modi Marg Fort Mumbai 400001
Tel : 022 6216 6999
Fax: 022 2263 0434