Your Directors take pleasure in presenting their Twenty Fifth AnnualReport on the Business and Operations of the Company and the Accounts for theFinancial Year ended 31st March 2019 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of consolidated and standalone financial highlights for the financial yearended March 31 2019 and previous financial year ended March 31 2018 is given below:
|Consolidated Financial Performance: || || |
| || ||( in lakhs) |
|Particulars ||31-Mar-19 ||31-Mar-18 |
|Total Income ||8676.54 ||3940.90 |
|Less: Expenditure ||8418.24 ||3927.12 |
|Profit before Depreciation ||258.31 ||396.75 |
|Less: Depreciation ||15.46 ||13.78 |
|Profit before Tax ||242.85 ||382.97 |
|Provision for Taxation ||63.58 ||84.35 |
|Profit after Tax ||179.27 ||298.63 |
|Other Comprehensive Income ||(22.98) ||375.60 |
|Total Comprehensive Income ||156.29 ||674.23 |
|Total Profit/Loss for the year attributable to: || || |
|Owners of the Company ||177.29 ||281.95 |
|Non-Controlling Interests ||1.98 ||16.67 |
|Other Comprehensive Income for the year attributable to: || || |
|Owners of the Company ||(31.49) ||209.55 |
|Non-Controlling Interests ||8.52 ||166.05 |
|Total Comprehensive Income/Loss for the year attributable to: || || |
|Owners of the Company ||145.79 ||491.50 |
|Non-Controlling Interests ||10.49 ||182.72 |
|Earning Per Share (Face Value of 10) || || |
|(1) Basic ||1.52 ||2.41 |
|(2) Diluted ||1.52 ||2.41 |
Standalone Financial Performance:
|Particulars ||31-Mar-19 ||31-Mar-18 |
|Total Income ||865.58 ||1090.88 |
|Less: Expenditure ||632.41 ||755.47 |
|Profit before Depreciation ||233.17 ||335.41 |
|Less: Depreciation ||11.28 ||11.51 |
|Profit before Tax ||221.89 ||323.9 |
|Provision for Taxation ||56.78 ||82.86 |
|Profit after Tax ||165.11 ||241.04 |
|Other Comprehensive Income ||- ||- |
|Total Comprehensive Income ||165.11 ||241.04 |
|Earning Per Share (Face Value of 10) || || |
|(1) Basic ||1.41 ||2.01 |
|(2) Diluted ||1.41 ||2.01 |
FINANCIAL PERFORMANCE: Standalone:
The Total Income of the Company stood at Rs. 865.58Lacs for the year ended March 312019 as against Rs 1090.88 Lacs in the previous year. The Company made a Net Profit ofRs. 165.11 Lacs for the year ended March 31 2019 as compared to the Net Profit of Rs.241.04 Lacs in the previous year.
The Consolidated Total Income was higher by 120.16% at Rs. 8676.54 Lacs for thefinancial year ended March 31 2019 as against Rs. 3940.90 Lacs during the previousfinancial year. Consolidated Net Profit was lower at Rs. 179.27 Lacs for the year endedMarch 31 2019 as compared to Rs. 298.63 Lacs in the previous year registering a decreaseof 39.97% The consolidated financials reflect the cumulative performance of the Companytogether with its subsidiaries. Detailed description about the business carried on bythese entities including the Company is contained in the Management Discussion andAnalysis report forming part of this Annual Report.
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 2019.
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 Following were the changes in Directors
| ||Date ||Name of Director ||Changes |
|1. ||04.02.2019 ||Mrs. Meloni Shah ||Appointed as Additional (Non-Executive and Non- Independent) Director |
|2. ||14.11.2018 ||Mr. Abhinav Anand ||Appointed as Non-Executive and Independent Director |
|3. ||05.11.2018 ||Mrs. Tejal Vala ||Resigned as Independent Director |
ii. Committees of Board of Directors
With reference to the above we would like to submit that the Board of Directors attheir meeting held on 14.11.2018 took note of the resolution for appointment of Mr.Abhinav Anand as Independent Director of the Company in place of Mrs. Tejal Vala whoresigned being Independent Director of the Company to reconstitute the following Committeein pursuant to the provision of Section 178 of the Companies Act 2013 and in the belowmentioned manner
Re-Constitution of Nomination and Remuneration Committee:
|Sr. No. ||Date of Reconstitution ||Committee ||Director Name |
| || ||Nomination and ||Mr. Darshit Parikh (Chairman) |
|1. ||14.11.2018 ||Remuneration ||Mr. Ram Gaud (Member) |
| || ||Committee ||Mr. Abhinav Anand (Member) |
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. Anindependent director shall hold office for a term up to five consecutive years on theBoard of a Company but shall be eligible for reappointment for next five years on passingof a special resolution by the Company. The Board of Director appreciates for theassistance and guidance provided by Mrs. Tejal Vala (DIN: 05239882) during her tenure asIndependent Director of 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 Shahthe nature of his expertise in specific functional areas names of the companies in whichhe has held directorships his shareholding etc. are furnished in the "AnnexureA" to notice of the ensuing AGM.
v. Key Managerial Personnel
During the period under review Ms. Gunjan Kataruka was appointed as the CompanySecretary and Compliance Officer w.e.f January 01 2019 due to resignation tendered andaccepted by Board of Directors of Mr. Deepesh Jain as on December 31 2018
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. Darshit Parikh (Chairman) Mr. Shripal Shah(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.
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 2019. 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 andthat of its Committees viz. the Audit Committee Stakeholders' Relationship CommitteeNomination and Remuneration Committee (NRC). The Board also carried out the performanceevaluation of all the individual directors including the Chairman of the Company.Additionally NRC also carried out the evaluation of the performance of all the individualdirectors and Chairman of the Company. The performance evaluation was carried out by wayof obtaining feedback from the Directors through a structured questionnaire prepared inaccordance with the policy adopted by the Board and after taking into consideration theGuidance Note on Board Evaluation issued by Securities and Exchange Board of India. Thefeedback received from the Directors through the above questionnaire was reviewed by theChairman of the Board and the Chairman of the NRC and then discussed the same at themeetings of the Board and NRC respectively. The performance evaluation of the ChairmanWhole Time Director and the Board as a whole was carried out by the Independent Directorsat their separate meeting.
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-9in annexed as a part of this Annual Report as "Annexure I" .
The weblink for accessing extract of annual return ishttps://www.afsl.co.in/investor-relation.php
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. 2018-19. The Secretarial AuditReport for F.Y. 2018-19 is annexed herewith as "Annexure III".
iii. Cost Auditor:
Your Company is principally engaged into Merchant Banking. Therefore Section 148 ofthe Companies Act 2013 is not applicable to the Company.
11. AUDITOR'S REPORT:
The Auditor's Report and Secretarial Auditor's 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 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 athttp://afsl.co.in/investor-relation.html.
13. INTERNAL AUDIT & CONTROLS:
Pursuant to provisions of Section 138 read with rules made there under the Board hasappointed Thakur & Co. Chartered Accountants as an Internal Auditors of the Companyto check the internal controls and functioning of the activities and recommend ways ofimprovement. The Internal Audit is carried out quarterly basis; the report is placed inthe Audit Committee Meeting and the Board Meeting for their consideration 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 Financial Services Limited continues to be listed on BSE Limited. It has paidthe Annual Listing Fees for the year 2018-2019 to BSE Limited.
16. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:
As on March 31 2019 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 the period under review. The Annual Accounts of the above referred subsidiary shallbe made available to the shareholders of the Company and of the subsidiary company onrequest and will also be kept open for inspection at the Registered Office of the Companyand of the subsidiary companies during the office hours on all working days and during theAnnual General Meeting. Company's consolidated financial statements included in thisAnnual Report incorporates the accounts of its subsidiaries prepared as per IndianAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.Pursuant to the provisions of Section 129(3) of the Acta statement containing the salient features of financial statements of the Company'ssubsidiaries in Form AOC-1 is attached to the financial statements of the Company as "AnnexureIV".
17. 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.
18. 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.
a. the details of technology imported; b. the year of import; c. whether the technologybeen fully absorbed;
d. if not fully absorbed areas where absorption has not taken place and the reasonsthereof iii. The expenditure incurred on Research and Development NotApplicable.
19. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES:
Particulars of loans given investments made guarantees given and securities providedare provided in the financial statements.
20. 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 review and approval if required. The details ofthe related party transactions as required under Indian Accounting Standard (Ind AS) 110are set out in 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.
22. 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.
23. 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.
24. 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 structurethat is agile and focused on delivering business results. With regular communication andsustained efforts it is ensuring that employees are aligned on common objectives and havethe right information on business evolution. Your Company strongly believes in fostering aculture of trust and mutual respect in all its employees seek to ensure that businessworld values and principles are understood by all and are the reference point in allpeople matters. Statement of Disclosure of Remuneration under Section 197 of the Act andRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 ("Rules") is annexed as "Annexure V". The currentworkforce breakdown structure has a good mix of employees at all levels. Your Boardconfirms that the remuneration is as per the remuneration policy of the Company.
25. 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. Practicing CompanySecretaries on compliance in this regards forms part of this Annual Report.
26. 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 annualaccounts the applicable accounting standards have been followed and there are no materialdepartures. ii. They 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 at the end of the
nancial year and of the pro t of the Company for that period. iii. They have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities. iv. They have prepared theannual accounts on a going concern basis. v. They have laid down internal nancial controlsto be followed by the Company and such internal nancial controls are adequate andoperating effectively. vi. They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively. Based on the framework of internal nancial controls and compliance systemsestablish ed 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 nancial controls were adequate and effective during thenancial year 2018-19.
27. 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.
By Order Of The Board Of Directors
FOR ARYAMAN FINANCIAL SERVICES LIMITED
(Chairman & Executive Director)
Mumbai Saturday August 31 2019
102 Ganga Chambers
6A/1 W.E.A. Karol Bagh
New Delhi 110 0051
Tel : 022 6216 6999
Fax: 022 2263 0434