Your Directors take pleasure in presenting their Twenty Fourth Annual Report onthe Business and Operations of the Company and the Accounts for the Financial Year ended31st March 2018 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of consolidated and standalone financial highlights for the financial yearended March 31 2018 and previous financial year ended March 31 2017 is given below:
| || || || ||(Rs. in Lacs) |
| || |
|Particulars ||31-Mar-18 ||31-Mar-17 ||31-Mar-18 ||31-Mar-17 |
|Total Income ||1090.88 ||505.98 ||3940.90 ||2841.93 |
|Less: Expenditure ||755.47 ||355.30 ||3538.86 ||2509.40 |
|Profit before Depreciation ||335.41 ||150.68 ||402.04 ||332.53 |
|Less: Depreciation ||11.51 ||10.77 ||19.07 ||17.03 |
|Profit before Tax ||323.90 ||139.91 ||382.97 ||315.49 |
|Provision for Taxation ||82.86 ||40.17 ||84.34 ||76.90 |
|Profit after Tax ||241.04 ||99.74 ||298.63 ||238.59 |
The Total Income of the Company stood at R 1090.88 Lacs for the year ended March 312018 as against R 505.98 Lacs in the previous year. The Company made a Net Profit of R241.04 Lacs for the year ended March 31 2018 as compared to the Net Profit of R 99.74Lacs in the previous year.
The Consolidated Total Income was higher by 38.67% at R 3940.90 Lacs for the financialyear ended March 31 2018 as against R 2841.88 Lacs during the previous financial year.Consolidated Net Profit was higher at Rs.298.63 Lacs for the year ended March 31 2018 ascompared to Rs.238.56 Lacs in the previous year registering an increase of 25.18%.
The consolidated financials reflect the cumulative performance of the Company togetherwith its subsidiaries. Detailed description about the business carried on by theseentities including the Company is contained in the Management Discussion and Analysisreport 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 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
There is no change in directorship of Board of Directors during the period underreview.
ii. Committees of Board of Directors
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. 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
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. 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 notice of the ensuingAGM.
v. Key Managerial Personnel
During the period under review there are no changes in Key Managerial Personnel's ofthe Company.
vi. Re-appointment of Directors
The Board of Directors on recommendation of Nomination and Remuneration Committee hasrecommended for reappointment of Whole Time Directors and Independent Directors of theCompany for a period of 5 years w.e.f April 01 2019 to March 312019.
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. 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 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.
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 the 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 the IndependentDirectors at 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" .
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'
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 annualratification of the appointment of auditor the requirement to place the matter relatingto appointment of Auditors for ratification by members at every Annual General Meeting isdone away with and 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 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 read with rules made there under theBoard has appointed Thakur & Co. Chartered Accountants as an Internal Auditors ofthe Company 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.
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 2017-2018 to BSE Limited.
16. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:
As on March 31 2018 your Company has 2 subsidiaries (Aryaman Capital Markets Limited& Escorp Asset Management Limited). There are no associate companies or joint venturecompanies within the meaning of Section 2(6) of the Act. There are no changes insubsidiaries during the 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 "Ind-AS 110Consolidated Financial Statements". Pursuant to the provisions of Section 129(3) ofthe Act a statement containing the salient features of financial statements of theCompany's subsidiaries in Form AOC-1 is attached to the financial statements of theCompany as "Annexure IV".
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 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 -Company shall 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 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 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 Development - Not Applicable.
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 the yearunder 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 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 as "Annexure V".
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.
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 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 internalfinancial 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 internalfinancial controls and compliance systems establishedand mai ntained by the Company work performed by the internal statutory and secretarialauditors and external consultants and the reviews performed by management and the relevantboard committees including the audit committee the board is of the opinion that theCompany's internal financial controls were adequate and effective during the financialyear 2017-18.
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.
|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 |
|CIN: L74899DL1994PLC059009 ||(Chairman & Executive Director) |
|Website: http://www.afsl.co.in ||Mumbai Tuesday August 14 2018 |
|Email: email@example.com || |