Your Directors take pleasure in presenting their Tenth Annual Report on the Businessand Operations of the Company and the Accounts for the Financial Year ended 31st March2018 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of the financial performance for the financial year ended March 31 2018and the previous financial year ended March 31 2017 is given below: (in lacs)
|Particulars ||31-Mar-18 ||31-Mar-17 |
|Total Income ||2820.92 ||2284.73 |
|Less: Expenditure ||2764.10 ||2124.43 |
|Profit before Depreciation ||56.81 ||160.30 |
|Less: Depreciation ||7.07 ||6.13 |
|Profit before Tax ||49.75 ||154.17 |
|Provision for Taxation ||0.72 ||33.36 |
|Profit after Tax ||49.03 ||120.81 |
Being a Market Making Company most of the Companys investments are in thesecurities of listed companies. Accordingly most of its revenue are in nature of tradeincome on investments in listed companies. On account of resilient growth in the capitalmarkets and increased investor interest in SME listed stocks; Company witnessed a Top linegrowth.
The Total Income of the Company stood at 2820.92 lacs for the year ended March 31 2017as against 2284.73 lacs in the previous year. The Company made a net profit of 49.03 lacsfor the year ended March 31 2017 as compared to the net profit of 120.80 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 2018.
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 there were no changes in Directors;
ii. Committees of Board of Directors
There has been no change in Committees of Board of Directors during period underreview.
iii. Retirement by Rotation of the Directors
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Shripal Shah Executive Director of the Company retiresby rotation and offers himself for re- appointment.
The brief resume of Mr. Shripal 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.
iv. 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.
v. Key Managerial Personnel
There has been no change in the KMPs during period under review.
During the year Five 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 recommendations 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 2018. As part of theevaluation process the performance of Non- Independent Directors the Chairman and theBoard was conducted by the Independent Directors. The performance evaluation of therespective Committees and that of Independent and Non- Independent Directors was done bythe Board excluding the Director being evaluated.
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 MGT- 9 is annexed as a part of this Annual Report as "Annexure I".
9. 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 II"
10. AUDITORS: i. Statutory Auditors:
Subject to the amendment stated in The Companies Amendment Act 2017 read withNotification S.O. 1833(E) dated 7th May 2018 deleting the provision of annual ratificationof the appointment of auditor the requirement to place the matter relating to appointmentof Auditors for ratification by members at every Annual General Meeting is done away withand no resolution has been proposed for the same.
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. 2017-18. The Secretarial AuditReport for F.Y. 2017-18 is annexed herewith as "Annexure III".
iii. Cost Auditor:
Your Company is principally engaged into Market making of SME Listed Scrips andProprietary Investments in shares securities and funds. Therefore Section 148 of theCompanies Act 2013 is not applicable to the Company.
11. AUDITORS REPORT:
The Auditors Report and Secretarial Auditors Report does not contain anyqualifications reservations or adverse remarks. Report of the Secretarial Auditor isgiven as an Annexure 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 2018-2019 to BSE Limited.
16. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1& SS-2 on Meetings of the Board of Directors and General Meetings respectively.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
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 alternate source of energy Company shall consider on adoption of alternate source of energy as and whennecessities.
c) The Capital Investment on energy conversation equipment No CapitalInvestment yet.
ii. Technology Absorption
a) The efforts made towards technology absorption. Minimum technologyrequired for Business is absorbed.
b) The benefits derived like product improvement cost reduction productdevelopment or import substitution Not Applicable.
c) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) Not Applicable.
1. the details of technology imported;
2. the year of import;
3. whether the technology been fully absorbed;
4. if not fully absorbed areas where absorption has not taken place and the reasonsthereof
iii. The expenditure incurred on Research and Development Not Applicable.
18. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES:
Particulars of loans given investments made guarantees given and securities providedare provided in the financial statements.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
No contracts / arrangements / transactions entered by the Company during the financialyear with related parties. Thus Disclosure in form AOC-2 is not required. Further duringthe year the Company had not entered into any contract / arrangement /transaction withrelated parties which could be considered material in accordance with the policy of theCompany on materiality of related party transactions. All related party transactions areplaced before 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.
21. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Companys operations in future.
22. 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.
23. HUMAN RESOURCES:
Your Company considers people as its biggest assets and Believing in Peopleis at 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 doesnt 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.
24. CORPORATE GOVERNANCE:
Pursuant to SEBI (LODR) Regulations 2015 the report on Corporate Governance duringthe period under review with the Certificate issued by M/ JNG and Co. Practicing CompanySecretaries on compliance in this regards forms part of this Annual Report.
25. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm 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 profitof 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 havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat 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 Companys internal financial controls were adequate and effective during thefinancial year 2017-18.
26. CAUTIONARY STATEMENTS:
Statements in this Annual Report particularly those which relate to ManagementDiscussion and Analysis as explained in the Corporate Governance Report describing theCompanys objectives projections estimates and expectations may constituteforward looking statements within the meaning of applicable laws andregulations. Actual results might differ materially from those either expressed or impliedin the statement depending on 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.
|Registered Office: ||On Behalf of The Board Of Directors |
|60 Khatau Building Ground. Floor ||FOR ARYAMAN CAPITAL MARKETS LIMITED |
|Alkesh Dinesh Modi Marg || |
|Fort Mumbai 400 001 || |
| ||Sd/- |
|Tel : 022 6216 6999 || |
| ||Shripal Shah |
|Fax: 022 2263 0434 ||DIN: 01628855 |
|CIN: L65999MH2008PLC184939 ||(Chairman & Executive Director) |
|Website: http://www.afsl.co.in/Acml/ ||Mumbai Tuesday August 14 2018 |
|Email: email@example.com || |