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Aryaman Financial Services Ltd.

BSE: 530245 Sector: Financials
NSE: N.A. ISIN Code: INE032E01017
BSE 00:00 | 25 Jan 53.80 2.95
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NSE 05:30 | 01 Jan Aryaman Financial Services Ltd
OPEN 54.00
PREVIOUS CLOSE 50.85
VOLUME 340
52-Week high 57.55
52-Week low 37.75
P/E 54.90
Mkt Cap.(Rs cr) 63
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 54.00
CLOSE 50.85
VOLUME 340
52-Week high 57.55
52-Week low 37.75
P/E 54.90
Mkt Cap.(Rs cr) 63
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Aryaman Financial Services Ltd. (ARYAMANFINSERV) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting their Twenty Seventh Annual Report onthe Business and Operations of the Company and the Accounts for the Financial Year ended315' March 2021 (period under review).

1. FINANCIAL PERFORMANCE QFTHK COMPANY:

The summary of consolidated and standalone financial highlights for the financial yearended March 31 2021 and previous financial year ended March 31 2020 is given below:

Consolidated Financial Performance:

(Rs in lakhs)

Particulars 31-Mar-2021 31-Mar-2020
Total Income 13809.18 8946.18
Less: Expenditure 13702.76 8815.15
Profit before Depreciation 120.19 145.06
Less: Depreciation 13.78 14.04
Profit before Tax 106.41 131.02
Provision for Taxation 23.21 37.73
Profit after Tax 83.20 93.29
Other Comprehensive Income 901.10 (209.07)
Total Comprehensive Income 984.30 (115.78)
Total I'rofit/Loss for the year attributable to:
Owners of the Company 76.54 90.71
Non-Controlling Interests 6.66 2.59
Other Comprehensive Income for the year attributable to:
Owners of the Company 465.81 (153.48)
Non-Controlling Interests 435.29 (55.59)
Total Comprehensive Income/Loss for the year attributable to:
Owners of the Company 542.35 (62.77)
Non-Controlling Interests 441.96 (53.00)
Faming Per Share (Face Value of Rs10)
(1) Basic 0.71 0.80
(2) Diluted 0.71 0.80

Standalone Financial Performance:

(Rs in lakh
Particulars 31 -Mar-2021 31-Mar-2020
Total Income 282.06 478.12
Less: Expenditure 212.52 358.04
Profit before Depreciation 61.42 112.70
Less: Depreciation 8.12 7.38
Profit before Tax 69.54 120.08
Pr ovision for Taxation 12.02 36.58
Profit after Tax 57.52 83.50
Other Comprehensive Income
Total Comprehensive Income 57.52 83.50
Faming Per Share (Face Value of Rs10)
(1) Basic 0.49 0.71
(2) Diluted 0.49 0.71

2. REVIEW OK OPERATIONS Standalone:

The Total Income of the Company stood at Rs. 282.06 Lacs for the year ended March 312021 as against Rs 478.12 Lacs in the previous year. The Company made a Net Profit of Rs.57.52 Lacs for the year ended March 31 2021 as compared to the Net Profit of Rs. 83.50Lacs in the previous year.

Consolidated:

The Consolidated Total Income is Rs. 13809.18 Lacs for the financial year ended March31 2021 as against Rs. 8946.17 Lacs during the previous financial year. Consolidated NetProfit is Rs. 83.20 Lacs for the year ended March 31 2021 as compared to Rs. 93.29 Lacsin the previous year registering a decrease of 10.82%

The consolidated financials reflect the cumulative performance of the Company togetherwith its subsidiaries. Detailed description about the business earned on by these entitiesincluding the Company is contained in the Management Discussion and Analysis reportforming part of this Annual Report.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (.1) OF THE COMPANIES ACT 2013

The Board has decided not to transfer any amount to the Reserves for the year underreview.

4. ( ASH FLOW AM) CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODR) Regulations 2015 a Cash FlowStatement forms part of Annual Report.

5. DIVIDEND:

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 2021.

6. TRANSFER OF UNPAID AM) EXCLAIMED DIVIDENDS TO INVESTOR EDI CATION AND PROTEC HONFUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act 2013requires dividends that are not encashed/ claimed by the shareholders for a period ofseven consecutive years to be transferred to the Investor Education and Protection Fund(IEPF). In FY 2020-21 there was no amount due for transfer to LEPF.

7. SHARE CAPITAL

The authorized share capital of the company is Rs. 117000000/- divided into11700000 equity shares of Rs. 10/- The paid-up share capital of the Company is Rs116820000 divided into 11682000 Equity shares of Rs. 10/- Company has appointed M/sBigshare Services Private Limited as the Registrar and Transfer Agent of the Company.

8. MANAGEMENT'S DISCI SSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review in terms of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (the "Listing Regulations") and SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2018 (the "Amended ListingRegulations") is presented in a separate section forming part of the Annual Report.

9. CHANGE IN NATURE OF BUSINESS. IF ANY

There has been no change in nature of business of the Company during the FY underreview.

10. DISC LOS1 RES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section184(l)as well as intimation by directors in Form DIR 8 under Section 164(2) anddeclarations as to compliance with the Code of Conduct of the Company.

11. 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

12. MATERIAL CHANGES AM) COMMITMENTS

There have been no material changes and commitments which affect the financialposition of the Company which have occurred between the end of the FY and the date of thisReport.

13. EXTRACT OF ANNUAL RETURN:

The weblink for accessing extract of annual return ishttps://www.afsl.co.in/investor-relation.phD

14. CHANCE IN SHARE CAPITAL:

There was no change in Share Capital for year ended March 312021.

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice all Directors (including Independent Directors) inducted to the Board gothrough a structured orientation programme. Presentations are made by Senior Managementgiving an overview of the operations to familiarise the new Directors with the Company'sbusiness operations. The Directors are given an orientation on the products of thebusiness group structure and subsidiaries Board constitution and procedures mattersreserved for the Board and the major risks and risk management strategy of the Company.

During the year under review no new Independent Directors were inducted to the Board.

16. DIRECTORS ANI) KEY MANAGERIAL PERSONNEL:

i. Change in Directors

During the period under review' there were no changes in Director.

ii. Committees of Board of Directors

There has been no change in Committees of Board of Directors during period underreview.

iii. Independent Directors

Independent Directors have provided their confirmation that they meet die criteria ofindependence as provided in sub-section (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 In 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 hisshareholding etc. are furnished in the "Annexure A" to notice of the ensuingAGM.

17. KEY MANAGERIAL PERSONNEL

As on 31st March 2021 the Key Managerial Personnel (KMP) of the Company appointedunder the provisions of Section 203 of the Companies Act 2013 are Shripal Shall (ChiefFinancial Officer) Chaitali Pansari (Company Secretary & Compliance Officer)

18. HOARD MEETINGS:

During the year. Six Board Meetings were convened and duly held. The details of whichare given in the Corporate Governance Report which forms pan of this report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

19. AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Darshit Parikh (Chairman) Mr. Shripal Shall(Member) and Mr. Ram Gaud (Member). Powers and role of the Audit Committee are included inthe Corporate Governance Report. All the recommendation made by the Audit Committee wasaccepted by the Board of Directors.

20. 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 2021. 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.

The Board carried out formal annual evaluation of its own performance and that of itsCommittees viz. the Audit Committee Stakeholders' Relationship Committee. Nomination andRemuneration Committee (NRC). The Board also carried out the performance evaluation of allthe individual directors including the Chairman of the Company. Additionally NRC alsocarried out the evaluation of the performance of all the individual directors and Chairmanof the Company. The performance evaluation was carried out by way of obtaining feedbackfrom the Directors through a structured questionnaire prepared in accordance with thepolicy adopted by the Board and after taking into consideration the Guidance Note on BoardEvaluation issued by Securities and Exchange Board of India.

The feedback received from the Directors through the above questionnaire was reviewedby the Chairman of the Board and die Chairman of the NRC and then discussed the same atthe meetings of the Board and NRC respectively. The performance evaluation of theChairman Whole Time Director and the Board as a whole was carried out by die IndependentDirectors at tiieir separate meeting.

21. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135of the Act and rules framed there under. Therefore the provisions of Corporate SocialResponsibility' are not applicable to the Company.

22. AUDITORS:

i. Statutory Auditors:

Subject to the amendment stated in The Companies Amendment Act 2017 read withNotification S.O. 1833(E) dated 7Ib 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. 2020-21. The Secretarial AuditReport for F.Y. 2020-21 is annexed herewith as 'Amtexurell ".

iii. Cost Auditor:

Your Company is principally engaged into Merchant Banking. Therefore Section 148 ofthe Companies Act 2013 is not applicable to the Company.

iv. Internal Auditor:

The Board of Directors based on the recommendation of the Audit Committee and pursuantto the provisions of section 138 of the Act read with the Companies (Accounts) Rules2014 has reappointed M/s Gaurav Shiv & Co Chartered Accountants Delhi (FRN No.032322N) as the Internal Auditors of your Company for the financial year 2021-2022 . TheInternal Auditor conducts the internal audit of the functions and operations of theCompany and reports to the Audit Committee and Board from me to me.

23. AUDITOR'S REPORT:

The Auditor's Report and Secretarial Auditor's Report does not contain anyqualifications reservations or adverse remarks. Repoit of the Secretarial Auditor isgiven as an Annexure which forms pan of this report.

24. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

As on March 31 2021 your Company has (Aryaman Capital Markets Limited & EscorpAsset Management Limited). There are no associate companies or joint venture companieswithin the meaning of Section 2(6) of the Act. There are no changes in subsidiariesduring tire period under review.

The Annual Accounts of the above referred subsidiary shall be made available to theshareholders of the Company and of the subsidiary company on request and will also be keptopen for inspection at the Registered Office of the Company and of the subsidiarycompanies during the office hours on all working days and during the Annual GeneralMeeting. Company's consolidated financial statements included in this Annual Reportincorporates the accounts of its subsidiaries prepared as per Indian Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014.Pursuant to the provisions of Section 129(3) of the Act a statementcontaining the salient features of financial statements of the Company's subsidiaries inForm AOC-1 is attached to the financial statements of the Company as "Annexure III".

25. VIGIL MECHANISM:

In pursuance of 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 athttps://www.afsl.co.in/investor-relation.php

26. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with tules made there under the Board hasappointed M/s Gaurav Shiv & Co. Chartered Accountants as an Internal Auditors of theCompany to check the internal controls and functioning of the activities and recommendways of improvement. The Internal Audit is carried out quarterly basis; the report isplaced in the Audit Committee Meeting and the Board Meeting for their consideration anddirection.

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.

27. RISK ASSESSMENT AM) 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.

28. LISTING WITH STOCK EXCHANGES:

Aryaman Financial Services Limited continues to be listed on BSE Limited. It has paidthe Annual Listing Fees for the year 2021-22 to BSE Limited.

29. 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.

30. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act 2013 the Company has adopted policieswhich are available on its website http://www.afsl.co.in

31. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AM) Oil GO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of theCompany 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 Companyshall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No CapitalInvestment yet.

ii. Technology absorption

a) The efforts made towards technology absorption. Minimum technology requiredfor Business is absorbed.

b) The benefits derived like product improvement cost reduction product developmentor import substitution - Not Applicable.

c) In ease of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) - Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed areas where absorption has not taken place and the reasonsthereof

iii. The expenditure incurred on Research and L)e\ elonment Not Applicable.

32. PARTICULARS OF LOANS. INVESTMENTS AND GUARANTEF.S:

Particulars of loans given investments made guarantees given and securities providedare provided in the financial statements.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENT^ 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 review and approval if required. The details ofthe related party transactions as required under Indian Accounting Standard (Ind AS) 110are set out in Mote to the financial statements forming part of this Annual Report.

34. DEPOSITS;

Your Company did not accept / hold any deposits from public / shareholders during theyear under review.

35. PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 as amended the Company has formulatedand adopted the revised "Code of Conduct for Prevention of Insider Trading"("the Insider Trading Code"). The object of the Insider Trading Code is to setframework rules and procedures which all concerned persons should follow while tradingin listed or proposed to be listed securities of the Company. During the year the Companyhas also adopted the Code of Practice and Procedures for Fair Disclosure of UnpublishedPnce Sensitive Information ("the Code") in line with the SEBI (Prohibition ofInsider Trading) Amendment Regulations. 2018. The Code is available on the Company'swebsite www.afsl.co.in

36. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during theFY were in the ordinary course of business and on an arm's length pricing basis and do notattract the provisions of Section 188 of the Act. There were no materially significanttransactions with the related parties during the FY which were in conflict with theinterest of the Company and hence enclosing of Form AOC-2 is not required. Suitabledisclosure as required by the Accounting Standard (AS 18) has been made In the notes tothe Financial Statements.

37. 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.

38. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the AuditCommittee or the Board of Directors under sub-section (12) of section 143 of the CompaniesAct 2013 during the financial year.

39. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AI WORKPLACE(PREVENTION. PROHIBITION ANT) RKDKKSSAL) ACT. 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013and an Internal Complaints Committee has been

set up to redress complaints received regarding Sexual Harassment at workplace with amechanism of lodging & redress the complaints. All employees (permanent contractualtemporary trainees etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of SexualHarassment of Women at Work place (Prevention Prohibition & Redressal) Act 2013 readwith Rules there under die Company has not received any complaint of sexual harassmentduring the year under review.

40. 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 conceited 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.

Statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) ofthe Companies ( Appointment and Remuneration of Managerial Personnel) Rules 2014("Rules") is annexed to this Annual Report.

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.

41. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations 2015 the report on Corporate Governance duringthe period under review' with the Certificate issued by M/s JNG and Co. PracticingCompany Secretaries on compliance in this regards forms part of this Annual Report.

42. DIRECTORS' RESPONSIBILITY STATEMKNT:

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 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 2020-21.

43. INTERNAL FINANCIAL CONTROLS:

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 2020-21.

44. CAUTIONARY STATEMENTS:

Statements in this Annual Report particularly those which relate to ManagementDiscussion and Analysis as explained in the Corporate Governance Report desenbing 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.

45. ACKNOWLEDGEMENTS:

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: By Order Of The Board Of Directors
102 Ganga Chambers FOR ARYAMAN FINANCIAL SERVICES LIMITED
6A/1 W.E.A. Karol Bagh
New Delhi-110 0051
Tel: 022-6216 6999 Sd/-
Shripal Shah
Fax: 022 - 2263 0434 DIN: 01628855
ClN: L74899DL1994PLC059009 (Chairman & Executive Director)
Website: httr://www.afsl.co.in Email: info@afsl.co.in Mumbai Thursday August 26 2021

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