Your Directors take pleasure in presenting their Sixth Annual Report on the Businessand Operations of the Company and the Accounts for the Financial Year ended 31stMarch 2017 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of the financial performance for the financial year ended March 31 2017and the previous financial year ended March 31 2016 is given below: (in lacs)
|Particulars ||31-Mar-17 ||31-Mar-16 |
|Total Income ||51.21 ||0.26 |
|Less: Expenditure ||29.68 ||0.03 |
|Profit before Depreciation ||21.53 ||0.23 |
|Less: Depreciation ||0.12 ||- |
|Profit before Tax ||21.41 ||0.23 |
|Provision for Taxation ||3.35 ||0.07 |
|Profit after Tax ||18.06 ||0.16 |
The Total Income of the Company stood at 51.21 lacs for the year ended March 31 2016as against 0.26 lacs in the previous year. The Company made a net profit (after tax) of18.06 lacs for the year ended March 31 2016 as compared to the net profit of 0.16 in theprevious year.
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 2017.
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. CHANGE IN NATURE OF BUSINESS:
Company's Main Object has been changed vide Special Resolution passed during EGM heldon 03rd August 2016 and accordingly name changed from Escorp IndustriesPrivate Limited to Escorp Asset Management Private Limited. Thereon pursuant to aforesaidamendment in Main Objects of MoA Your Company is engaged into business of providingportfolio management services. Further during EGM held on 29th September 2016Company changed from Private Limited to Public Limited Company and accordingly from EscorpAsset Management Private Limited to Escorp Asset Management Limited.
5. 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 MGT9 as a part of this Annual Report as "Annexure I" .
6. CHANGE IN SHARE CAPITAL:
During the year period under review following allotments were made with shares beingissued ranking all pari-passu with existing share capital:
|Allotment Type ||Allotment Date ||Price ||No of Shares Allotted ||Share Capital after Allotment |
|Preferential Allotment ||May 31 2016 ||10 ||3000000 ||3010000 |
|Preferential Allotment ||August 19 2016 ||15 ||1500000 ||4510000 |
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL: i. Change in Directors
During the period under review Following were changes in Directors;
|Sr. No. ||Date ||Name of Director ||Changes |
|1. ||July 27 2016 ||Mr. Shreyas Shah ||Appointment as Executive Director |
|2. ||July 27 2016 ||Mr. Darshit Parikh ||Appointment as Independent Director for period of 5 years till July 26 2021. |
|3. ||July 27 2016 ||Mrs. Meloni Shah ||Resignation as Director |
|4. ||January 16 2017 ||Mr. Haresh Sanghvi ||Appointment as Additional (Independent Director) retiring at this AGM |
|5. ||January 16 2017 ||Ms. Supriya Tatkar ||Appointment as Additional (Independent Director) retiring at this AGM |
ii. Committees of Board of Directors
During the period under review following committee's were formed;
|Sr. No. ||Date ||Committee ||Director Name |
| || || ||Mr. Darshit Parikh (Chairman) |
|1. ||January 16 2017 ||Audit Committee ||Mr. Shripal Shah (Member) |
| || || ||Ms. Supriya Tatkar (Member) |
| || || ||Mr. Darshit Parikh (Chairman) |
|2. ||January 16 2017 ||Nomination and Remuneration Committee ||Ms. Supriya Tatkar (Member) |
| || || ||Ms. Haresh Sanghavi (Member) |
| || || ||Mr. Darshit Parikh (Chairman) |
|3. ||January 16 2017 ||Stakeholders' Relationship Committee ||Mr. Shripal Shah (Member) |
| || || ||Ms. Haresh Sanghavi (Member) |
iii. Independent Directors
Independent Directors have provided their confirmation that they meet the criteria ofindependence as provided in subsection (6) of Section 149 of the Companies Act 2013.
An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of 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 explanatory statement to the notice of the ensuingAGM.
v. Key Managerial Personnel
During the period under review Mr. Deepesh Jain was appointed as Company Secretary onAugust 19 2016 and Mr. Shripal Shah was appointed as Chief Financial Officer on January16 2017.
8. MATERIAL CHANGES AND COMMITMENTS:
There were no material changes or commitments after the March 31 2017. HoweverCompany has got License to carry portfolio management services business on April 06 2017.Further Company has successfully closed its Initial Public Offering (IPO) for 21.6 LacShares at an issue price of 15/- raising a capital of 3.24 Crores. The IPO opened on March31 2017 and closed on April 06 2017. Shares under IPO were allotted on April 11 2017and Company's shares were listed on BSE SME Platform on April 17 2017.
During the year Eighteen Board Meetings were convened and duly held. The details ofwhich are 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.
10. AUDIT COMMITTEE:
The Audit Committee comprises of Mr. Darshit Parikh (Chairman) Mr. Shripal Shah(Member) and Ms. Supriya Tatkar (Member). Powers and role of the Audit Committee areincluded in the Corporate Governance Report. All the recommendation made by the AuditCommittee were accepted by the Board of Directors.
11. 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"
12. 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 2017.
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.
i. Statutory Auditors:
M/s Thakur Vaidyanath Aiyar & Co. Chartered Accountants the statutory auditors ofthe Company have expressed unwillingness to continue to act as Statutory Auditor of theCompany and expressed to retire as Statutory Auditor of the Company after 6thAnnual General Meeting of the Company. The Board has recommended of M/s
V. N. Purohit & Co. Chartered Accountants as the statutory auditors of the Companyin their place for a term of five consecutive years from the conclusion of the ensuingAnnual General Meeting till the conclusion of the 11th Annual General Meetingto be held in the year 2022 for approval of shareholders of the Company based on therecommendation of the Audit Committee.
14. AUDITOR'S REPORT:
The Auditor's Report does not contain any quali cations reservations or adverseremarks.
15. VIGIL MECHANISM:
In pursuant to 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://www.escorpamc.co.in.
16. 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 Financial Controls with reference to financialstatements as designed and implemented by the Company are adequate. During the year underreview no material or serious observation has been received from the Internal Auditors ofthe Company for inefficiency or inadequacy of such controls.
17. 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.
18. LISTING WITH STOCK EXCHANGES:
Escorp Asset Management Limited is listed on the SME Platform of the BSE Limited. Ithas paid the Annual Listing Fees for the year 2017-2018 to BSE Limited.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
i. Conservation of Energy
a) The steps taken or impact on conservation of energy The Operations ofthe Company are not energy intensive. However adequate measures have been initiated forconservation of energy.
b) The steps taken by the Company for utilizing alternate source of energy Company shall consider on adoption of alternate source of energy as and whennecessities.
c) The Capital Investment on energy conversation equipment No CapitalInvestment yet.
ii. Technology absorption
a) The efforts made towards technology absorption. Minimum technologyrequired for Business is absorbed.
b) The benefits derived like product improvement cost reduction productdevelopment or import substitution Not Applicable.
c) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) Not Applicable.
a. the details of technology imported;
b. the year of import;
c. whether the 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.
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 approval. The details of the related partytransactions as required under Indian Accounting Standard (IND-AS) 24 are set outin Note to the financial statements forming part of this Annual Report.
Your Company did not accept / hold any deposits from public / shareholders during theyear under review.
22. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.
23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and rules made there under the Company has framed and adoptedthe policy for Prevention of Sexual Harassment at Workplace. Company was not in receipt ofany complaint of sexual harassment.
24. HUMAN RESOURCES:
Your Company 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. As your Management is on the payroll of Holding Company and doesn'tdraw any managerial remuneration from the Company the statement of Disclosure ofRemuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 ("Rules") will not beapplicable. The current workforce breakdown structure has a good mix of employees at alllevels. Your Board confirms that the remuneration is as per the remuneration policy of theCompany.
25. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability con rm that:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures. ii. They have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the nancial year and of the pro t of 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 internal nancial controls to be followed by the Company and suchinternal nancial 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 internal nancial controls and compliance systems establishedand maintained 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 nancial controls were adequate and effective during the nancial year2016-17.
26. 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: ||On Behalf of The Board Of Directors |
|60 Khatau Building Ground Floor ||FOR ESCORP ASSET MANAGMENT LIMITED |
|Alkesh Dinesh Modi Marg || |
|Fort Mumbai 400 001 || |
|Tel : 022 6216 6999 ||Sd/- |
|Fax: 022 2263 0434 ||Shripal Shah |
|CIN: U17121MH2011PLC213451 ||(Chairman & Executive Director) |
|Website: http://www.escorpamc.co.in ||DIN: 01628855 |
|Email: email@example.com ||Mumbai Monday August 28 2017 |