The Directors have pleasure in presenting the 36thAnnual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2018.
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|Operational & Other Income || |
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During the year under review the Company has clocked a profit of Rs. 59909749/- ascompared to the net profit of Rs. 83510855/- in the financial year ended 31.03.2017.The revenues for the financial year 2018 has increased from Rs. 2217158546/- in theprevious year to Rs. 3513520115/- in the current financial year. Though there is anincrease in the revenue the profits of the Company declined owing to the volatile anduncertain global market and cascading effect of the same on domestic market. However theManagement looks forward for earning profit and better performance in future.
Detailed information on the operations of the Company and details on the state ofaffairs of the Company are covered in the Management Discussion and Analysis Report.
DIVIDEND & APPROPRIATIONS:
The Board of Directors has decided not to recommend any dividend for the year ended 31stMarch 2018.
TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND AMOUNTS TO THE INVESTOR EDUCATION ANDPROTECTION FUND (IEPF)
In terms of section 124 and 125 of the Companies Act 2013 the amounts (dividenddeposits etc. with interest) that remained unclaimed and unpaid for more than 7 yearsfrom the date they first became due for payment should be transferred to IEPF. As per thestatutory requirements unclaimed deposits/ other dues for the previous seven years as ofthe date of the Annual General Meeting are made available on the website of MCA-IEPF aswell as on the Company's website. Unclaimed dividend as at 31st March 2018aggregating to Rs. 101575/- relating to dividends declared for the years FY10-11 hadnot been claimed by shareholders. The dividend pertaining to 2010-11 remaining unclaimedand unpaid amounting to Rs. 101575/- as on 31st March 2018 would betransferred to IEPF during October 2018 after settlement of the claims received up to thedate of completion of seven years i.e. on 29th September 2018.
All the provisions of Section 124(6) of the Companies Act 2013 as amended andprovisions of Rule 6(3) of the IEPF rules will be complied accordingly in respect of suchshares on which dividend is unpaid for previous 7 years.
The paid up Equity Share Capital as on 31st March 2018 wasRs.115280900/-. During the year under review the Company has not issued any shares withdifferential rights as to dividend voting or otherwise or convertible debentures.
TRANSFER TO RESERVES:
The Company has transferred amount of Rs. 11981950/- to Statutory Reserve Fundcreated in terms of Section 45-IC of the RBI Act 1934 during the year under review.However the remaining part after setting aside Statutory Reserve Fund amount from Profit& Loss Account has been transferred to Balance Sheet under the Reserves and Surplus.
The Company did not hold any public deposits at the beginning of the year nor has itaccepted any Public Deposits during the year under review.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS
The Company does not have any subsidiary Company; hence the provisions pursuant toconsolidation are not applicable.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return as on the financial year ended on 31st March2018 in Form No. MGT-9 as required under Section 92(3) of the Companies Act 2013 readwith Rule 12(1) of the Companies (Management and Administration) Rules 2014 is set outas an Annexure I to the Directors' Report and forms part of this Annual Report.
The Managing Director has certified to the Board with regard to the financialstatements and other matters as specified in the Listing Regulations.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
There are no such orders passed by the regulators/ courts/ tribunals impacting thegoing concern status and the Company's operations in future. Albeit during the year anapplication has been made before the Regional Director Eastern Region Bench Kolkata toshift the registered office of the Company from the state of West Bengal to the State ofMaharashtra in pursuance to shareholders approval obtained vide special resolution passedat the 34th Annual General Meeting.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND ITS REPORT
During the preceding financial year ended 31st March 2017 your Company hasachieved a net profit of Rs. 8.35 Crores pursuant to which the Company was mandated tocomply with the provisions of Section 135 of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 related to Corporate Socialresponsibility. In compliance with the same as per the provisions of Section 135 of theCompanies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules2014 the Board of Directors have constituted a Corporate Social Responsibility (CSR)Committee under the Chairmanship of Mr. Navin Kumar Jain Mrs. Barkha Agarwal and Mr.Tapan Sodani are the members of the CSR Committee.
The Board of Directors of the Company has approved CSR Policy based on therecommendation of the CSR Committee and uploaded it on the website of the Companywww.authum.com. Though the Company has not expended any amount for the objectives laiddown under the CSR Policy during the FY 2017-2018 a plan is laid out to implement aprogram which shall be in line with stated objectives shortly. Your Directors will keepyou reported on the same.
RELATED PARTY TRANSACTIONS
The Related Party Transactions that were entered into during the financial year were onarm's length basis and in ordinary course of business. Pursuant to Section 134(3)(h) readwith Rule 8(2) of the Companies (Accounts) Rules 2014 there are no Related PartyTransactions that are required to be reported under Section 188(1) of the Act asprescribed in Form AOC-2.
All Related Party Transactions as required under Accounting Standards AS-18 arereported in note 2 of the Notes forming part of the accounts for the year ended 31stMarch 2018.
The Board of Directors of the Company has formulated a policy on materiality of RelatedParty Transactions and also on dealing with Related Party Transactions pursuant to theprovisions of the
Companies Act 2013 and the Listing Regulations. The same is displayed on the websiteof the Company at www.authum.com.
MEETINGS OF THE BOARD
During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings wereheld. The details of the composition of the Board and its Committees and of the Meetingsheld and attendance of the Directors at such Meetings are provided in the CorporateGovernance Report. The Board has constituted an Audit Committee under the Chairmanship ofMr. Tapan Sodani the other members of the Committee being Mr. Navin Kumar Jain and Mrs.Barkha Agarwal. There have not been any instances during the year when recommendations ofthe Audit Committee were not accepted by the Board.
COMMITTEES OF THE BOARD
Currently the Board has four Committees viz. the Audit Committee the Nomination &Remuneration Committee the Corporate Social Responsibility Committee the StakeholdersRelationship Committee. A detailed note on the composition of the Board and its Committeesand other related particulars are provided in the Report of Directors on CorporateGovernance forming part of this Annual Report.
DIRECTORS/ KEY MANAGERIAL PERSONNEL:
During the year under review the Board of Directors at their Meeting held on 14thFebruary 2018 on recommendation of Nomination & Remuneration Committee hadre-appointed Mr. Navin Kumar Jain (DIN 00465888) as Managing Directors for another term of5 years with effect from 01st April 2018 to hold office up to 01stApril 2023. The aforesaid re-appointment of Mr. Navin Kumar Jain shall be subject to theapproval of members in the 36th Annual General Meeting of the Company. TheBoard recommends re-appointment of Mr. Navin Kumar Jain at the ensuing Annual GeneralMeeting. The details of the Mr. Navin Kumar Jain Managing Directors forms part of thisReport and provided as Annexure A to the notice. None of the Directors are liable toretire by rotation at the ensuing annual general meeting.
There was no change in the Directors and KMP's during the FY 2017-18.
DECLARATION FROM THE INDEPENDENT DIRECTORS
During the year under review all the Independent Directors had submitted theDeclaration of Independence as required pursuant to section 149(7) of the Companies Act2013 stating that they meet the criteria of independence as provided in section 149(6) ofthe Companies Act 2013 read with applicable provisions of SEBI (Listing Obligations &Disclosure Requirements) 2015 or as per applicable regulation of SEBI (ListingObligations & Disclosure Requirements) 2015
The Independent Directors in their meeting referred in sub-regulation (3) of Regulation25 of SEBI (Listing Obligations & Disclosure Requirements) 2015 shall interalia-
(a) review the performance of Non-Independent Directors and the Board of Directors as awhole;
(b) review the performance of the Chairperson of the listed entity taking into accountthe views of Executive Directors and Non-Executive Directors; (c) assess the qualityquantity and timeliness of flow of information between the management of the listed entityand the Board of Directors that is necessary for the Board of Directors to effectively andreasonably perform their duties.
Pursuant to the provisions of the Act and applicable Regulations 27 of the SEBI(Listing Obligations & Disclosure Requirements) 2015 the Board has carried out anannual evaluation of its own performance performance of the Directors individually aswell as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure and time schedule for the Performance Evaluation process of the Board itsCommittees and individual Directors including the Chairman of the Company.
For evaluating the Board as a whole views were sought from the Directors on variousaspects of the Board's functioning such as degree of fulfillment of key responsibilitiesBoard structure and composition establishment delineation of responsibilities to variousCommittees effectiveness of Board processes information and functioning Board cultureand dynamics quality of relationship between the Board and the Management and efficacy ofcommunication with external stakeholders.
Similarly views from the Directors were also sought on performance of individualDirectors covering various aspects such as attendance and contribution at Board/ CommitteeMeetings and guidance/ support to the management outside Board/ Committee Meetings.
In addition the Chairman was also evaluated on key aspects of his role includingsetting the strategic agenda of the Board encouraging active engagement by all Boardmembers and promoting effective relationships and open communication.
Areas on which the Committees of the Board were assessed included degree of fulfillmentof key responsibilities adequacy of Committee composition effectiveness of meetingsCommittee dynamics and quality of relationship of the Committee with the Board and theManagement.
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors who also reviewed the performance of the Board asa whole.
SEPARATE MEETING OF INDEPENDENT DIRECTOR
The Independent Directors of the Company met without the Presence of Non-IndependentDirectors on Wednesday 14th February 2018 in terms of Section 149(8) andSchedule IV and Clause 49 (B) (II) (6) read with regulation 25(3) & (4) of SEBI(Listing Obligations & Disclosure Requirements) 2015 without the attendance ofNon-Independent Directors and members of management. They met to discuss the inter-aliaamongst other items the following mandatory items viz. (a) to review the performance ofnon-independent directors and the Board as a whole; (b) to review the performance of theChairperson of the company taking into account the views of executive directors andnon-executive directors; (c) to assess the quality quantity and timeliness of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)
In terms of Regulation 25(7) of the SEBI (Listing Obligations & DisclosureRequirements) 2015 the Company is required to conduct the Familiarization Programme forIndependent Directors(IDs) to familiarize them about their roles rights responsibilitiesin the Company nature of the industry in which the Company operates business model ofthe Company etc. through various initiatives.
Significant Statutory updates are circulated on a quarterly basis through whichDirectors are made aware of the significant news developments and highlights from variousregulatory authorities viz. Reserve Bank of India (RBI) Securities and Exchange Board ofIndia (SEBI) Ministry of Corporate Affairs (MCA) etc.
The Company Secretary regularly apprises the Directors about their roles rights andresponsibilities in the Company from time to time as per the requirements of the ListingAgreement with the Stock Exchanges and Companies Act 2013 read together with the Rulesand Schedules there under. The detail of such familiarization programme is disclosed onthe company's website at www.authum.com.
DIRECTORS RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear 2017-18.
Accordingly pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 theBoard of Directors to the best of their knowledge and ability confirm :
1. That in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;
2. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;
3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
4. That the Annual Accounts for the year ended 31st March 2018 hasbeen prepared on a going concern basis.
5. They have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively;
6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
There exist in the Company adequate internal financial controls commensurate with thesize of the Company. The Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2018.
INTERNAL CONTROL SYSTEM
The Company maintains appropriate systems of internal controls including monitoringprocedures to ensure that all assets and investments are safeguarded against loss fromunauthorized use or disposition. Company policies guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions are authorizedrecorded and reported correctly.
The Internal Auditor reviews the efficiency and effectiveness of these systems andprocedures. The Internal Auditor submits his Report periodically which is placed beforethe Audit Committee.
STATUTORY AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 139 142 and all other applicable provisions ofthe Companies Act 2013 and rules made thereunder M/s. Sanghai & Co. CharteredAccountants (Firm Reg. No. 319079E) were appointed by the members as the StatutoryAuditors of the Company to hold office from the conclusion of this 35th AnnualGeneral Meeting until the conclusion of the 39th Annual General Meetingsubject to ratification by members every year as applicable at such remuneration andout-of-pocket expenses as may be decided by the Board of Directors of the Company.
The requirement of placing the matter relating to such appointment for ratification bymembers at every Annual General Meeting has been dispensed with due to omission of thefirst proviso to Section 139(1) by the Companies (Amendment) Act 2017 effective from 07thMay 2018 as per the Notification issued by Ministry of Corporate Affairs Govt. of India[File No.1/1/2018-CL.I dated May 07 2018]. In view of the above M/s. Sanghai & Co.Chartered Accountants (Firm Reg. No. 319079E) appointed by the members at the 35thAnnual General Meeting for tenure of 4 years upto the conclusion of the 39thAnnual General Meeting will continue as the Statutory Auditors of the Company at suchremuneration and out-of pocket expenses as may be decided by the Board of Directors ofthe Company.
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Sanghai
& Co. Chartered Accountants Statutory Auditors in their report on the Company'sfinancial statements for the year ended on 31st March 2018. Further theStatutory Auditors have not reported any incident of fraud to the Audit Committee of theCompany during the year under review.
DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THECOMPANIES ACT 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.
There are no frauds reported by the Auditors under sub-section (12) of Section 143 ofthe Companies Act 2013 other than those which are reportable to the Central Government.
The Company had appointed Mr. Dinesh Agarwal Practicing Company Secretary holdingmembership of The Institute of Company Secretaries of India (Membership No. 6315 FCS;Certificate of Practice No. 5881) as the Secretarial Auditor of the Company for FY2017-2018 to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. The Secretarial Audit report as received from Mr. Dinesh Agarwal is appended to thisReport as Annexure III.
INTERNAL AUDITOR AND THEIR REPORT
The Board appointed M/s. L.K. Bhonia & Co. Chartered Accountant as InternalAuditors to conduct Internal Audit for the FY 2017-18. During the year under review M/s.L.K. Bhonia & Co Internal Auditor's had submitted their Report for the financial year2017-18 for various quarters/period to the Audit Committee for its review and necessaryaction.
MANAGEMENT DISCUSSION ANALYSIS REPORT (MDAR)
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2)(f) & (3) and other applicable regulation read with Schedule-Vof SEBI Listing Obligations and Disclosure Requirements Regulations 2015 [SEBI (ListingObligations & Disclosure Requirements) 2015] is presented in a separate section andforms part of the Annual Report.
CORPORATE GOVERNANCE REPORT AND ITS COMPLIANCE CERTIFICATE
Pursuant to the Listing Regulations a separate section titled CorporateGovernance' has been included in this Annual Report along with the Reports onManagement Discussion and Analysis' and General Shareholder Information'. AllBoard members and Senior Management personnel have affirmed compliance with the code ofconduct for FY 2018. A declaration to this effect signed by the Managing Director of theCompany is included in this Annual Report.
A certificate from auditors of the Company regarding compliance of conditions ofCorporate Governance is annexed to this Report.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
DISCLOSURE ON NOMINATION AND REMUNERATION COMMITTEE AND NOMINATION AND REMUNERATIONPOLICY
The Nomination and Remuneration Committee as on 31st March 2018 comprisesof the following Directors viz. Mr. Navin Kumar Jain Managing Director; Mr. Tapan SodaniChairman and Non-executive Independent Director; Mrs. Barkha Agarwal Non-executiveIndependent Director. Further all recommendations of Nomination and RemunerationCommittee were accepted by the Board of Directors. The detailed Nomination andRemuneration Committee and its terms of reference and meetings held and attended by themembers during the year are mentioned in Corporate Governance Report Section. The Board ofDirectors of your Company has on recommendation of the Nomination & RemunerationCommittee framed the policy on appointment of Board members including criteria fordetermining qualifications positive attributes independence of a Director and the policyon remuneration of Directors pursuant to the requirement under Section 134(3)(e) andSection 178(3) of the Companies Act 2013.
During the year under review the company has complied with the requirements of Section178 of the Companies Act 2013 read with applicable regulation 19 of SEBI (ListingObligations & Disclosure Requirements) 2015. The Company Secretary of the Companyacts as the Secretary to the Committee. The Policy is annexed to this report which formsintegral part of this report. The contents of the policy are uploaded on company websiteand also stated in the Corporate Governance Report.
The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Act and Regulation 17(9) of the SEBI (Listing Obligations & DisclosureRequirements) 2015. It establishes various levels of risks with its varying levels ofprobability the likely impact on the business and its mitigation measures.
The Audit committee facilitates the execution of Risk Management Practices in theCompany in the areas of risk identification assessment monitoring mitigation andreporting.
WHISTLE BLOWER/ VIGIL MECHANISM
The Company has formulated a codified Vigil Mechanism Policy incorporating theprovisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act 2013and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) 2015in order to encourage Directors and Employees of the Company to escalate to the level ofthe Audit Committee any issue of concerns impacting and compromising with the interest ofthe Company and its stakeholders in anyway. The Company is committed to adhere to highestpossible standards of ethical moral and legal business conduct and to open communicationand to provide necessary safeguards for protection of employees from reprisals orvictimization for whistle blowing in good faith. The said Policy is available on theCompany's website www.authum.com.
PARTICULARS OF EMPLOYEES KEY MANAGERIAL PERSONNEL AND RELATED DISCLOSURES
In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are appended to this Report as Annexure II. The informationregarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notprovided as none of the employees are covered under the same.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
The provisions of Section 186 of the Companies Act 2013 pertaining to investment andlending activities is not applicable to the Company since the Company is an NBFC whoseprincipal business is the acquisition of securities. During the year the Company has notprovided any guarantee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A)Conservation of Energy and Technology Absorption:
The Company has no activity relating to Conservation of Energy and TechnologyAbsorption as stipulated in Rule 8(3) of Companies (Accounts) Rules 2014.
(B) Foreign Exchange Earnings & Outgo
During the year under review the Company did not have any Foreign Exchange Earnings orOutgo.
CEO & CFO CERTIFICATION
Certificate from Mr. Navin Kumar Jain Managing Director and pursuant to Regulation17(8) of the Listing Regulations for the financial year 2017-18 was placed before theBoard of Directors of the Company at its meeting held on 14th May 2018 andalso forms part of Report on Corporate Governance. Company is in the process of putting inplace a Chief Financial Officer with experience profile commensurate to the size andbusiness of the company
A certificate from auditors of the Company regarding compliance of conditions ofCorporate Governance is annexed to this Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
Anti-Sexual Harassment Policy as per the requirement of the Sexual Harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013 is not applicable to yourCompany.
The Company is registered as a non-deposit accepting non-systemically important NBFC.The Company has complied with and continues to comply with all applicable laws rulescirculars and regulations including the RBI Directions.
During FY 2017-18 there were no frauds committed by the Company and no material fraudscommitted on the Company by its officers or employees.
The Directors would like to place on record their gratitude for the valuable guidanceand support received from the Reserve Bank of India the Securities and Exchange Board ofIndia the Registrar of Companies and other government and regulatory agencies and toconvey their appreciation to the Members bankers lenders vendors and all other businessassociates for the continuous support given by them to the Company. The Directors alsoplace on record their appreciation of all the employees of the Company for theircommitment commendable efforts team work and professionalism.
| ||For and on behalf of the Board of Directors || |
| ||Navin Kumar Jain ||Barkha Agarwal |
|Place: Kolkata ||DIN: 00465888 ||DIN: 05190461 |
|Date: 14th May 2018 ||Managing Director ||Director |