The Directors have pleasure in presenting the 35thAnnual Report togetherwith the Audited Accounts of the Company for the year ended 31st March2017.
|PARTICULARS ||Year Ended 31.03.2017 (Rs.) ||Year Ended 31.03.2016 (Rs.) |
|Operational & Other Income ||2217158546.00 ||3170245688.00 |
|Profit/Loss Before Depreciation & || || |
|Tax ||135125643.00 ||14749718.00 |
|Less: Depreciation ||8906.00 ||21500.00 |
|Provision for taxation ||49992725.00 ||2543134.00 |
|Mat Credit Entitlement earlier year ||0.00 ||0.00 |
|Deferred Tax ||(304.00) ||248.00 |
|Taxes for earlier years ||1613461.00 ||421655.00 |
|Profit/Loss after Depreciation & || || |
|Tax ||83510855.00 ||11763181.00 |
|Balance brought forward for previous || || |
|year ||227784085.00 ||218373540.00 |
|Appropriations || || |
|Amount transferred to Statutory || || |
|Reserves ||16702171.00 ||2352636.00 |
|Bonus shares Issued ||- ||- |
|Balance Carried to Balance Sheet ||294592769.00 ||227784085.00 |
During the year Net profit for the financial year has been Rs. 83510855.00 ascompared to Rs. 11763181.00 of previous year. There is a sharp increase in the profitsof the Company even though there is a decline in the operational income from Rs.3170245688.00 in the previous year to Rs. 2217158546.00 in the current financialyear. There is a sharp increase in the performance of the Company owing to overallpositive market sentiments and the management look forward for earning more profit andbetter performance in future.
The Financial Statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP) to comply with theAccounting Standards notified under Section 211(3C) of the Companies Act 1956 (whichcontinue to be applicable in respect of Section 133 of the Companies Act 2013 in terms ofRule 7 of The Companies (Accounts) Rules 2014) and the relevant provisions of theCompanies Act 1956/ Companies Act 2013 as applicable and guidelines issued by theSecurities and Exchange Board of India (SEBI).
The Company has complied with all the norms prescribed by the Reserve Bank of India(RBI) including the Fair practices Anti Money Laundering and Know Your Customer (KYC)guidelines.
DIVIDEND & APPROPRIATIONS:
The Board of Directors has decided not to recommend any dividend for the year ended 31stMarch 2017.
The paid up Equity Share Capital as on 31st March 2017 was Rs.115280900.00. Duringthe year under review the Company has not issued any shares with differential rights asto dividend voting or otherwise or convertible debentures.
TRANSFER TO RESERVES:
The Company has transferred amount of Rs. 16702171/- 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 is registered Non deposit accepting NBFC. The Company has complied with andcontinues to comply with all applicable laws rules circulars and regulations includingthe RBI Directions.
During FY 2016-17 there were no frauds committed by the Company and no material fraudscommitted on the Company by its officers or employees.
Further during FY 2016-17 there were no frauds reported by the Statutory Auditors tothe Audit Committee or the Board under section 143(12) of the Act.
Pursuant to SEBI (Listing Obligations & Disclosure Requirements) 2015 entered intowith the Stock Exchanges the Company has complied with all the provisions of CorporateGovernance and a Report on Corporate Governance is annexed hereto and forms part of thisAnnual Report. A certificate from Auditors of the Company regarding compliance ofCorporate Governance as stipulated under SEBI (Listing Obligations & DisclosureRequirements) 2015 is appended to the Annual Report.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return as on the financial year ended on 31st March2017 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.
DIRECTORS/ KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Navin Kumar Jain (DIN: 00465888) retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for reappointment.Accordingly his reappointment forms part of the Notice of the ensuing Annual GeneralMeeting.
Ms. Barkha Agarwal was regularized as Independent & Non-Executive Director witheffect from 30.09.2015 and the resolution to define the term of Mrs. Barkha Agrawal as anindependent director forms the part of this notice.
Mr. Vivek Mishra was appointed as Company Secretary of the company with effect from 01stMarch 2017 in place of Mr. Aakash Kumar Surana who has resigned with effect from28th February 2017.
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Act and the Listing Regulations.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
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.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them and pursuant to the requirements under Section 134(3)(c)read with Section 134(5) of the Act with respect to Directors ResponsibilityStatement the Directors hereby confirm that
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 2017 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.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS
The Company does not have any subsidiary Company; hence the provisions pursuant toconsolidation are not applicable.
BOARD AND COMMITTEE MEETINGS:
During the year 5 (Five) 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. There have not been any instances during the year when recommendationsof the Audit Committee were not accepted by the Board.
Additionally during the financial year ended 31st March 2017 theIndependent Directors held a separate meeting in compliance with the requirements ofSchedule IV of the Companies Act 2013 and Regulation 25(3) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "Listing Regulations").
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion & Analysis Report for the year under review as stipulatedunder applicable Regulation of the SEBI (Listing Obligations & DisclosureRequirements) 2015 with the Stock Exchanges is presented separately in the Annual Report.
M/s. Sanghai& Co. Chartered Accountants the Companys Auditors will retireat the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment. The Directors recommend their re-appointment for another term of 4 yearssubject to ratification by the Members at every AGM. The resolution seekingshareholders approval on this item is included in the Notice convening the AGM.
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 to conduct theSecretarial Audit pursuant to Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheSecretarial Audit report as received from Mr. Dinesh Agarwal is appended as Annexure IIIto this Report.
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) Rules2014.
(B) Foreign Exchange Earnings & Outgo
During the year under review the Company did not have any Foreign Exchange Earnings orOutgo.
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.
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. Added objectives include evaluating the reliability of financial andoperational information and ensuring compliances with applicable laws and regulations. TheInternal Auditor submits his Report periodically which is placed before and reviewed bythe Audit Committee.
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 2017.
The Company has formulated a codified Vigil Mechanism Policy incorporating theprovisions relating to Vigil Mechanism in terms of Section 177of the Companies Act 2013and Regulation
22of the SEBI (Listing Obligations & Disclosure Requirements) 2015 in order toencourage Directors and Employees of the Company to escalate to the level of the AuditCommittee any issue of concerns impacting and compromising with the interest of theCompany 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 theCompanys website www.authum.com.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with related partiesor Promoters Directors Key Managerial Personnel or other designated persons which mayhave a potential conflict with the interest of the Company at large and consequently noparticulars in form AOC-2 have been furnished. The Company has adopted a Framework onRelated Party Transactions for the purpose of identification and monitoring of suchtransactions.
The Policy on materiality of related party transactions and dealing with related partytransactions can be accessed at website at http://www.authum.com. Disclosure on relatedparty transactions is provided in financial statements in Note No. 2 of Notesforming part of the Accounts for the financial Year ended 31st March2017.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions relating to the Corporate Social Responsibility as mentioned inCompanies Act 2013 are not applicable to the Company.
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 below:
Nomination & Remuneration Policy:
1.1 The remuneration policy provides a framework for remuneration paid to the membersof the Board of Directors ("Board") Key Managerial Personnel ("KMP")and the Senior Management Personnel ("SMP") of the Company (collectivelyreferred to as "Executives"). The expression "senior management" meanspersonnel of the company who are members of its core management team excluding Board ofDirectors comprising all members of management one level below the executive directorsincluding the functional heads.
1.2 In terms of Section 178 of the Companies Act 2013 which has been made effectivefrom April 1 2014 by the Central Government vide notification no. S.O. 902(E) issued onMarch 26 2014 this Remuneration Policy named as Authum Investment & InfrastructureLimited Remuneration Policy ("the Policy") is being framed and formulated forlaying down criteria for determining qualifications positive attributes and independenceof a director and recommend to the Board a policy relating to the remuneration for theExecutives.
1.3 The policy will be reviewed by the Nomination and Remuneration Committee of theBoard of Directors as when required.
2. Aims & Objectives
2.1 The aims and objectives of this remuneration policy may be summarized as follows:
2.1.1 The remuneration policy aims to enable the company to attract retain andmotivate highly qualified members for the Board and other executive level.
2.1.2 The remuneration policy seeks to enable the company to provide a well-balancedand performance-related compensation package taking into account shareholder interestsindustry standards and relevant Indian corporate regulations.
2.1.3 The remuneration policy will ensure that the interests of Board members &senior executives are aligned with the business strategy and risk tolerance objectivesvalues and long-term interests of the company and will be consistent with the"pay-for-performance" principle.
2.1.4 The remuneration policy will ensure that remuneration to Directors KeyManagerial Personnel and Senior Management involves a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working ofthe company and its goals.
3. Principles of remuneration
3.1 Support for Strategic Objectives: Remuneration and reward frameworks anddecisions shall be developed in a manner that is consistent with supports and reinforcesthe achievement of the Companys vision and strategy.
3.2 Transparency: The process of remuneration management shall be transparentconducted in good faith and in accordance with appropriate levels of confidentiality.
3.3 Internal equity: The Company shall remunerate the board members KMP andsenior management in terms of their roles within the organization. Positions shall beformally evaluated to determine their relative weight in relation to other positionswithin the Company.
3.4 External equity: The Company strives to pay an equitable remunerationcapable of attracting and retaining high quality personnel. Therefore the Company willremain logically mindful of the ongoing need to attract and retain high quality peopleand the influence of external remuneration pressures. Reference to external market normswill be made using appropriate market sources including relevant and comparative surveydata as determined to have meaning to the Companys remuneration practices at thattime.
3.5 Flexibility: Remuneration and reward offerings shall be sufficientlyflexible to meet both the needs of individuals and those of the Company whilst complyingwith relevant tax and other legislation.
3.6 Performance-Driven Remuneration: The Company shall entrench a culture ofperformance driven remuneration through the implementation of the Performance IncentiveSystem.
3.6.1 Affordability and Sustainability: The Company shall ensure thatremuneration is affordable on a sustainable basis.
4. Compensation Structure
4.1 Remuneration to Non-Executive Directors: The Non-executive Directors of theCompany are paid remuneration by way of sitting fees for attending the meetings of theBoard of Directors and its Committees. The said sitting fees paid to the Non-executiveDirectors for the Board Meetings and Committee meetings are fixed by the Board andreviewed from time to time in accordance with applicable law. The Non-executive Directorsmay be paid such remuneration as the Board may approve from time to time subject to limitsprescribed from time to time in the Act or Rules made there under.
4.2 Remuneration to Executive Directors Key Managerial Personnel(s) (KMPs) &Senior Management Personnel(s) (SMPs): The Company has a credible and transparentframework in determining and accounting for the remuneration of the ManagingDirector/Whole Time Directors (MD/WTDs) Key Managerial Personnel(s) (KMPs) and SeniorManagement Personnel(s) (SMPs). Their remuneration are governed by the externalcompetitive environment track record potential individual performance and performanceof the company as well as industry standards.
5. Supplementary provisions
5.1 Any matters not provided for in this Policy shall be handled in accordance withrelevant State laws and regulations and the Companys Articles of Association. Ifthis Policy conflict with any laws or regulations subsequently promulgated by the state orwith the Companys Articles of Association as amended pursuant to lawful procedurethe relevant state laws and regulations and the Companys Articles of Associationshall prevail and this Policy shall be amended in a timely manner and submitted to theBoard of Directors for review and adoption.
5.2 The right to interpret this Policy vests in the Board of Directors of the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
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.
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 for 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 Boards functioning such as degree of fulfillment of keyresponsibilities Board structure and composition establishment delineation ofresponsibilities to various Committees effectiveness of Board processes information andfunctioning Board culture and dynamics quality of relationship between the Board and theManagement and efficacy of communication 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.
The Chairman of the Board provided feedback to the Directors as appropriate.Significant highlights learning with respect to the evaluation were discussed at theBoard Meeting.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs)
In terms of Regulation 25(7) of the SEBI (LODR) Regulations 2015 the Company isrequired to conduct the Familiarization Programme for Independent Directors(IDs) tofamiliarize them about their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company etc. throughvarious 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.
CONSTITUTION OF AUDIT COMMITTEE
The Audit Committee presently comprises of Mrs. Barkha Agarwal IndependentDirector Mr. Tapan Sodani Independent Director and Mr. Navin Kumar Jain ManagingDirector. Mr. Tapan Sodani is the Chairman of the Audit Committee. The Company Secretaryof the Company acts as the Secretary to the Audit Committee. The Terms of Reference of theAudit Committee has been provided in the Corporate Governance Section forming part of thisReport.
4 (Four) Meetings of the Audit Committee were held during the year 2016-2017 on 19thMay 2016 10th August 2016 10th November 2016 & 07thFebruary 2017.
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Sanghai
& Co. Chartered Accountants Statutory Auditors in their report on theCompanys financial statements for the year ended on March 31st 2017.Further the Statutory Auditors have not reported any incident of fraud to the AuditCommittee of the Company during the year under review.
CONSTITUTION OF NOMINATION AND REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee presently comprises of Mrs. Barkha Agarwal Independent Director Mr. Tapan Sodani Independent Director and Mr. NavinKumar Jain Managing Director. Mr. Tapan Sodani is the Chairman of the Nomination &Remuneration Committee. The Company Secretary of the Company acts as the Secretary to theNomination & Remuneration Committee. The Terms of Reference of the Nomination &Remuneration Committee has been provided in the Corporate Governance Section forming partof this Report.
2 (Two) Meetings of the Committee were held during the year 2016-2017 viz. 30thMay 2016 and 28th February 2017
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.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS IMPACTING THE GOING CONCERNSTATUS AND THE COMPANYS OPERATIONS IN FUTURE
There are no such orders passed by the regulators / courts / tribunals impacting thegoing concern status and the Companys operations in future. Albeit during the yearan application has been made before the Regional Director Eastern Region Bench Kolkatato shift the registered office of the Company from the state of West Bengal to the Stateof Maharashtra in pursuance to shareholders approval obtained vide special resolutionpassed at the 34th Annual General Meeting.
CEO & CFO CERTIFICATION
Certificate from Mr. Navin Jain Managing Director pursuant to Regulation 17(8) of theListing Regulations for the financial year 2016-17 was placed before the Board ofDirectors of the Company at its meeting held on May 29 2017 and also forms part of Reporton Corporate Governance. Company is in the process of putting in place a Chief FinancialOfficer with experience profile commensurate to the size and business of the company
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.
REPORT ON CORPORATE GOVERNANCE
A report on Corporate Governance in accordance with Regulation 27 of the SEBI LODR2015 with the Stock Exchanges is set out separately for the information of theshareholders.
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 |
| ||Sd/- ||Sd/- |
|Place: Kolkata ||Navin Kumar Jain ||Barkha Agarwal |
|Date: 29th May 2017 ||DIN: 00465888 ||DIN: 05190461 |