The Directors have pleasure in presenting the 37thAnnual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2019.
|PARTICULARS ||Year Ended 31/03/2019 (Rs.) ||Year Ended 31/03/2018 (Rs.) |
|Operational & Other Income ||781757039.00 ||3513520115.00 |
|Profit/Loss Before Depreciation & Tax ||(211306794.00) ||88706065.00 |
|Less: Depreciation ||20157.00 ||3281.00 |
|Provision for taxation ||0.00 ||26508459.00 |
|Mat Credit Entitlement earlier year ||0.00 ||0.00 |
|Deferred Tax ||0.00 ||0.00 |
|Taxes for earlier years ||0.00 ||2284576.00 |
|Profit/Loss after Depreciation & Tax ||(211326951.00) ||59909749.00 |
|Balance brought forward for previous year ||342520568.00 ||294592769.00 |
|Appropriations || || |
|Amount transferred to Statutory Reserves ||11981950.00 ||16702171.00 |
|Bonus shares Issued ||0.00 ||0.00 |
|Balance Carried to Balance Sheet ||342520568.00 ||294592769.00 |
During the year under review Company suffered a loss of Rs. 211326951/- as comparedto a net profit of Rs. 59909749/- owing to volatile market and weak economic sentimentsat domestic and global level The revenues for the financial year 2019 has also reducedfrom Rs. 3513520115/- in the previous year 2018 to Rs. 781757039/- in the currentfinancial year. However the Management is very positive and looking forward for betterperformance 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 2019.
TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND AMOUNTS TO THE INVESTOR EDUCATION ANDPROTECTION FUND (IEPF)
Members are hereby informed that under the Act the Company is obliged to transfer anymoney lying in the Unpaid Dividend Account which remains unpaid or unclaimed for a periodof seven years from date of such transfer to the Unpaid Dividend Account to the credit ofthe Investor Education and Protection Fund ("the Fund") established by theCentral Government. Further attention of the members is drawn to the provisions of Section124(6) of the Act which require a company to transfer in the name of IEPF Authority allshares in respect of which dividend has not been paid or claimed for 7 (seven) consecutiveyears or more from the date of transfer to Unpaid Dividend Account of the Company.
In accordance with the aforesaid provisions of the Act read with the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 (IEPFRules) as amended from time to time the Company has already transferred all shares inrespect of which dividend declared for the financial year 2010-11 has not been paid orclaimed by the members for 7 (seven) consecutive years. Members are advised to visit thewebsite of the Company to ascertain details of shares transferred to IEPF Authority. TheCompany has transferred the unpaid or unclaimed dividends declared for the financial years2010-11 to the Fund.
The Company has uploaded the details of unpaid and unclaimed dividend amountstransferred to IEPF on the website of the Company. The said details have also beenuploaded on the website of the Ministry of Corporate Affairs and the same can be accessedthrough the link: www.mca.gov.in.
The paid up Equity Share Capital as on 31stMarch 2019 was Rs.115280900/-. The Company has not issued any further equity capital during the year underreview and has also not issued any shares with differential voting rights nor grantedany stock options or sweat equity at any time including during the year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Statutory Reserve Fund created in termsof Section 45-IC of the RBI Act 1934 during the year under review. The closing balance ofthe reserves and surplus of the Company for FY 2018-19 after all appropriation andadjustments was Rs. 369551817/-
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.
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.
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 March2019 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.
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.
As you are aware during the year Mrs. Alpana S. Dangi has made an open offer for theacquisition of 6282810 (Sixty Two Lakhs Eighty Two Thousand Eight Hundred Ten) fullypaid-up equity shares of face value of Rs. 10/- each representing 54.50% of the equityand voting share capital at a price of Rs. 22 (Rupees Twenty Two Only) per equity share("Offer Price") payable in cash ("Offer" or "Open Offer") tothe shareholders of the Company pursuant to regulation 3(1) & 4 of the Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations2011 and subsequent amendments thereto ("SEBI (SAST) Regulations"). The SEBIapproval for the said offer was received on 01/04/2019 and the RBI approval for the sameis awaited till the date of this Director's Report. Upon receipt of the RBI approval andsuccessful completion of the said offer the company shall undergo a change in control andmanagement.
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 significant material orders passed by the Regulators/ Courts which wouldimpact the going concern status of the Company and its future operations. During the yearthe registered office of the Company shifted from the state of West Bengal to the state ofMaharashtra vide the Regional Directors order dated 28/08/2018 and a revised Certificateof Incorporation was issued vide a fresh Certificate of Incorporation dated 03/01/2019.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY AND ITS REPORT
In compliance with the provisions of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Board of Directorshave constituted a Corporate Social Responsibility (CSR) Committee under the Chairmanshipof Mr. Navin Kumar Jain. Mrs. Barkha Agarwal and Mr. Tapan Sodani are the members of theCSR 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 Company atwww.authum.com.
During the year under review company could not spend on the identified CSR activitiesdue to non-availability of competent partner with requisite skill and experience to carryout the CSR activities in line with the CSR objectives laid under the policy. The companyendeavors to spend the entire amount mandated and dedicated till the financial year2018-2019 in the forthcoming financial year.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the FY 2018-19 were on anarm's length basis in the ordinary course of business and were in compliance with Section188 of the Act and the Listing Regulations. There were no materially significant RelatedParty Transactions made by the Company with Promoters Directors and Key ManagerialPersonnel which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature.
There are no transactions to be reported in form AOC-2 and hence it does not form partof the Report. The details of the transactions with Related Parties are provided in theaccompanying financial statements.
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 displayedon the website of the Company at www.authum.com.
MEETINGS OF THE BOARD
During the year 6 (Six) Board Meetings and 4 (Four) Audit Committee Meetings were held.The details of the composition of the Board and its Committees and of the Meetings heldand attendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The Board has constituted an Audit Committee under the Chairmanship of Mr. TapanSodani the other members of the Committee being Mr. Navin Kumar Jain and Mrs. BarkhaAgarwal. There have not been any instances during the year when recommendations of theAudit 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:
Pursuant to the provisions of Section 152 of the Act and the Company's Articles ofAssociation Mr. Navin Kumar Jain Managing Director retires by rotation and beingeligible offers himself for re-appointment.
Mr. Tapan Sodani was appointed as Independent Director at the 32nd AnnualGeneral Meeting ("AGM") of the Company to hold office up to the 37thAnnual General Meeting. Based on the recommendation of the Nomination and RemunerationCommittee his re-appointment for a second term up to 42nd Annual GeneralMeeting is proposed at the ensuing AGM for the approval of the Members by way of specialresolution.
Pursuant to the provisions of Section 149 of the Act Regulations 16(1)(b) and 25(8) ofthe Listing Regulations the independent directors have submitted declarations that eachof them meet the criteria of independence as provided in Section 149(6) of the Act alongwith Rules framed there under and Regulation 16(1)(b) and 25(8) of the SEBI ListingRegulations. There has been no change in the circumstances affecting their status asindependent directors of the Company.
Brief particulars and expertise of directors seeking re-appointment together with theirother directorships and committee membership have been given in the annexure to the noticeof the Annual General Meeting in accordance with the requirements of the ListingRegulations and Secretarial Standards.
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 inter alia-
(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 quality quantity and timeliness of flow of information between themanagement of the listed entity and the Board of Directors that is necessary for the Boardof Directors to effectively and reasonably 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.
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 13th February 2019 in terms of Section 149(8) and Schedule IV of Companies Act 2013 and regulation 25(3) & (4) of SEBI (ListingObligations & 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 rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. through various initiatives. Significant Statutoryupdates are circulated on a quarterly basis through which Directors are made aware of thesignificant news developments and highlights from various regulatory authorities viz.Reserve Bank of India(RBI) Securities and Exchange Board of India (SEBI) Ministry ofCorporate 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 SEBI(Listing Obligations & Disclosure Requirements) 2015 with the Stock Exchanges andCompanies Act 2013 read together with the Rules and Schedules there under. The detail ofsuch familiarization programme is disclosed on the 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 2018-19.
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 2019 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 2019.
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
M/s. Sanghai & Co. Chartered Accountants (Firm Reg. No. 319079E) were appointed asStatutory Auditors of the Company from the conclusion of the 35th AnnualGeneral Meeting until the conclusion of the 39th Annual General Meeting to beheld in the year 2021. As per the provisions of Section 139 of the Act they haveconfirmed that they are not disqualified from continuing as Auditors of the Company. TheAudit Report of M/s. Sanghai & Co. Chartered Accountants (Firm Reg. No. 319079E) onthe Financial Statements of the Company for the Financial Year 2018-19 is a part of theAnnual Report.
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Sanghai & Co. Chartered Accountants Statutory Auditors in their report on theCompany's financial statements for the year ended on 31st March 2019.
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.
During the year under review the Statutory Auditor and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Act details of which needs to bementioned in this Report.
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 FY2018-2019 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.
The Auditors' Report and the Secretarial Audit Report for the financial year ended 31stMarch 2019 do not contain any qualification reservation adverse remark or disclaimer.
SECRETARIAL STANDARDS OF ICSI :
The Company is in compliance with relevant provisions of the Secretarial Standardsissued by The Institute of Company Secretaries of India.
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 2018-19. During the year under review M/s.L.K. Bhonia & Co Internal Auditor's had submitted their Report for the financial year2018-19 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'. Adeclaration to this effect signed by the Managing Director of the Company is included inthis Annual Report.
Also a certificate from statutory auditors of the Company regarding compliance ofconditions of Corporate 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 2019 comprisesof the following:
Directors viz. Mr. Navin Kumar Jain Managing Director; Mr. Tapan Sodani Chairman andNon-executive Independent Director; Mrs. Barkha Agarwal Non-executive IndependentDirector.
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.
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. During the year under review theCompany amended the Whistle Blower Policy to provide a clause wherein all employees of theCompany are eligible to report any instance of leak of Unpublished Price SensitiveInformation. The said Policy is available on the Company'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.
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 2018-19 was placed before theBoard of Directors of the Company at its meeting held on 28th May 2019 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 2018-19 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 Director || |
| ||Navin Kumar Jain ||Barkha Agarwal |
| ||DIN: 00465888 ||DIN: 05190461 |
| ||Managing Director ||Director |
|Place: Kolkata || || |
|Date: 28thMay 2019 || || |