Your Directors take pleasure in presenting their Eleventh Annual Report on the Businessand Operations of the Company and the Accounts for the Financial Year ended 31stMarch 2019 (period under review).
1. FINANCIAL PERFORMANCE OF THE COMPANY:
The summary of the financial performance for the financial year ended March 31 2019and the previous financial year ended March 31 2018 is given below:
|Particulars ||31-Mar-19 ||31-Mar-18 |
|Total Income ||7786.26 ||2820.93 |
|Less: Expenditure ||7748.58 ||2764.09 |
|Profit before Depreciation ||37.68 ||56.84 |
|Less: Depreciation ||8.90 ||7.07 |
|Profit before Tax ||28.78 ||49.77 |
|Provision for Taxation ||7.03 ||0.72 |
|Profit after Tax ||21.75 ||49.05 |
|Other Comprehensive Income ||(89.12) ||57.18 |
|Total Comprehensive Income ||(67.38) ||106.23 |
|Earnings Per Share (FV of Rs.10/- per share) || || |
|(1) Basic ||0.18 ||0.41 |
|(2) Diluted ||0.18 ||0.41 |
Being a Market Making Company most of the Company's investments are in the securitiesof listed companies. Accordingly most of its revenue is in nature of trade income oninvestments in listed companies. On account of resilient growth in the capital markets andincreased investor interest in SME listed stocks; Company witnessed a Top line growth. TheTotal Income of the Company stood at 7786.26 for the year ended March 31 2019 as against2820.92 lacs in the previous year. The Company made a net profit of 21.75 lacs for theyear ended March 31 2019 as compared to the net profit of 49.05 lacs in the previousyear.
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 2019.
3. STATE OF AFFAIRS OF THE COMPANY:
Information on the operations and financial performance among others for the periodunder review is given in the Management Discussion and Analysis Report which is annexedto this Report and is in accordance with the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015
4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i. Change in Directors
During the period under review there were no changes in Directors;
ii. Committees of Board of Directors
There has been no change in Committees of Board of Directors during period underreview.
iii. Retirement by Rotation of the Directors
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Shreyas Shah Executive Director of the Company retiresby rotation and offers himself for re- appointment. The brief resume of Mr. Shreyas Shahthe nature of his expertise in specific functional areas names of the companies in whichhe has held directorships her shareholding etc. are furnished in the Annexure - A to thenotice of the ensuing AGM.
iv. Independent Directors
Independent Directors have provided their confirmation that they meet the criteria ofindependence as provided in subsection (6) of Section 149 of the Companies Act 2013. AnIndependent Director shall hold office for a term up to five consecutive years on theBoard of a Company but shall be eligible for reappointment for next five years on passingof a special resolution by the Company.
v. Key Managerial Personnel
During the period under review Ms. Gunjan Kataruka was appointed as the CompanySecretary and Compliance Officer w.e.f January 01 2019 due to resignation tendered andaccepted by Board of Directors of Mr. Deepesh Jain as on December 31 2018
During the year Five Board Meetings were convened and duly held. The details of whichare given in the Corporate Governance Report which forms part of this report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
6. AUDIT COMMITTEE:
The Audit Committee comprises of Mr. Ram Gaud (Chairman) Mr. Shripal Shah (Member)and Ms. Supriya Tatkar (Member). Powers and role of the Audit Committee are included inthe Corporate Governance Report. All the recommendations made by the Audit Committee wereaccepted by the Board of Directors.
7. BOARD EVALUATION:
Your Board has devised an Evaluation Policy for evaluating the performance of theBoard its Committees Executive Directors Independent Directors. Based on the same theperformance was evaluated for the financial year ended March 31 2019. As part of theevaluation process the performance of Non- Independent Directors the Chairman and theBoard was conducted by the Independent Directors. The performance evaluation of therespective Committees and that of Independent and Non- Independent Directors was done bythe Board excluding the Director being evaluated. The policy inter alia provides thecriteria for performance evaluation such as Board effectiveness quality of discussioncontribution at the meetings business acumen strategic thinking time commitment andrelationship with the stakeholders corporate governance practices contribution of thecommittees to the Board in discharging its functions etc.
8. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in MGT- 9 is annexed as a part of this Annual Report as "Annexure I". The same is available on http://www.afsl.co.in/Acml
9. REMUNERATION POLICY:
The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 ofthe Companies Act 2013 and SEBI (LODR) Regulations 2015. The Policy is provided inAnnexed to this Report as "Annexure II"
i. Statutory Auditors:
Subject to the amendment stated in The Companies Amendment Act 2017 read withNotification S.O. 1833(E) dated 7th May 2018 deleting the provision of annualratification of the appointment of auditor the requirement to place the matter relatingto appointment of Auditors for ratification by members at every Annual General Meeting isdone away with and no resolution has been proposed for the same.
ii. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed JNG & CO. a firm of Company Secretaries in Practice (CP No. 8108) toundertake the Secretarial Audit of the Company for the F.Y. 2018-19. The Secretarial AuditReport for F.Y. 2018-19 is annexed herewith as "Annexure III".
iii. Cost Auditor:
Your Company is principally engaged into Market making of SME Listed Scrips andProprietary Investments in shares securities and funds. Therefore Section 148 of theCompanies Act 2013 is not applicable to the Company.
11. AUDITOR'S REPORT:
The Auditor's Report and Secretarial Auditor's Report does not contain anyqualifications reservations or adverse remarks. Report of the Secretarial Auditor isgiven as an Annexure which forms part of this report.
12. VIGIL MECHANISM:
In 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.afsl.co.in/Acml/.
13. INTERNAL AUDIT & CONTROLS:
Pursuant to provisions of Section 138 read with rules made there under the Board hasappointed M/s Thakur & Co. Chartered Accountants as an Internal Auditors of theCompany to check the internal controls and functioning of the activities and recommendways of improvement. The Internal Audit is carried out quarterly basis; the report isplaced in the Audit Committee Meeting and the Board Meeting for their consideration anddirection.
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.
14. RISK ASSESSMENT AND MANAGEMENT:
Your Company has been on a continuous basis reviewing and streamlining its variousoperational and business risks involved in its business as part of its risk managementpolicy. Your Company also takes all efforts to train its employees from time to time tohandle and minimize these risks.
15. LISTING WITH STOCK EXCHANGES:
Aryaman Capital Markets Limited is listed on the SME Platform of the BSE Limited. Ithas paid the Annual Listing Fees for the year 2018-19 to BSE Limited.
16. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1& SS-2 on Meetings of the Board of Directors and General Meetings respectively.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
i. Conservation of Energy
a) The steps taken or impact on conservation of energy The Operations 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.
1. the details of technology imported;
2. the year of import;
3. whether the technology been fully absorbed;
4. if not fully absorbed areas where absorption has not taken place and the reasonsthereof
iii. The expenditure incurred on Research and Development Not Applicable.
18. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES:
Particulars of loans given investments made guarantees given and securities providedare provided in the financial statements.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
No contracts / arrangements / transactions entered by the Company during the financialyear with related parties. Thus Disclosure in form AOC-2 is not required. Further duringthe year the Company had not entered into any contract / arrangement /transaction withrelated parties which could be considered material in accordance with the policy of theCompany on materiality of related party transactions. All related party transactions areplaced before 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.
21. 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.
22. 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.
23. HUMAN RESOURCES:
Your Company considers people as its biggest assets and Believing in People' isat the heart of its human resource strategy. It has put concerted efforts in talentmanagement and succession planning practices strong performance management and learningand training initiatives to ensure that your Company consistently develops inspiringstrong and credible leadership. Your Company has established an organization structurethat is agile and focused on delivering business results. With regular communication andsustained efforts it is ensuring that employees are aligned on common objectives and havethe right information on business evolution. Your Company strongly believes in fostering aculture of trust and mutual respect in all its employees seek to ensure that businessworld values and principles are understood by all and are the reference point in allpeople matters. As your Management is on the payroll of Holding Company and doesn't notdraw 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.
24. CORPORATE GOVERNANCE:
Pursuant to SEBI (LODR) Regulations 2015 the report on Corporate Governance duringthe period under review with the Certificate issued by M/ JNG and Co. Practicing CompanySecretaries on compliance in this regards forms part of this Annual Report.
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 confirm that:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures.
ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period.
iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
iv. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively. Based onthe framework of internal financial controls and compliance systems established andmaintained by the Company work performed by the internal statutory and secretarialauditors and external consultants and the reviews performed by management and the relevantboard committees including the audit committee the board is of the opinion that theCompany's internal financial controls were adequate and effective during the financialyear 2018-19.
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 ARYAMAN CAPITAL MARKETS LIMITED |
|Alkesh Dinesh Modi Marg || |
|Fort Mumbai 400 001 || |
|Tel : 022 6216 6999 ||Sd/- |
| ||Shripal Shah |
|Fax: 022 2263 0434 ||DIN: 01628855 |
|CIN: L65999MH2008PLC184939 ||(Chairman & Executive Director) |
|Website: http://www.afsl.co.in/Acml/ ||Mumbai Thursday August 29 2019 |
|Email: firstname.lastname@example.org || |
Annexure II Remuneration Policy
This Remuneration Policy relating to remuneration for the directors key managerialpersonnel and other employees has been formulated by the Nomination and RemunerationCommittee (hereinafter "Committee") and approved by the Board of Directors.
The objectives of this policy are to stipulate criteria for:
Appointment reappointment removal of Directors KMPs and Senior Management
Determining qualifications positive attributes and independence of a director andrecommend to the Board
Retain motivate and promote talent and to ensure long term sustainability of talentedmanagerial persons and create competitive advantage to run the operations of the Companysuccessfully
Consider and determine the remuneration based on the fundamental principles of paymentfor performance for potential and for growth
Criteria for Appointment:
Ethical standards of integrity and probity qualification expertise and experience ofthe person for appointment
Age number of years of service specialized expertise and period of employment orassociation with the Company
Special achievements and operational efficiency which contributed to growth in businessin the relevant functional area
Constructive and active participation in the affairs of the Company
Exercising the responsibilities in a bonafide manner in the interest of the Company
Sufficient devotion of time to the assigned tasks
Diversity of the Board
Demonstrable leadership qualities and interpersonal communication skills devote to therole compliant with the rules policies and values of the Company and does not have anyconflicts of interest
Transparent unbiased and impartial and in accordance with appropriate levels ofconfidentiality.
Appointment of Directors and KMPs in compliance with the procedure laid down under theprovisions of the Companies Act 2013 rules made thereunder or any other enactment forthe time being in force
Criteria for Remuneration:
The Remuneration Policy reflects on certain guiding principles of the Company such asaligning remuneration with the longer term interests of the Company and its shareholderspromoting a culture of meritocracy and creating a linkage to corporate and individualperformance and emphasizing on line expertise and market competitiveness so as to attractthe best talent. It also ensures the effective recognition of performance and encourages afocus on achieving superior operational results. The level and composition of remunerationshall be reasonable and sufficient to attract retain and motivate the directors keymanagerial personnel and other employees of the quality required to run the Companysuccessfully. The relationship of remuneration to performance should be clear and meetappropriate performance benchmarks. The remuneration to directors key managerialpersonnel and senior management personnel should also involve a balance between fixed andincentive pay reflecting short and long term performance objectives appropriate to theworking of the Company and its goals. The remuneration of the Non-Executive Directorsshall be based on their contributions and current trends subject to regulatory limits.Sitting fees is paid for attending each meeting(s) of the Board and Committees thereof.Additionally equal amount of commission may be paid to Non executive directors on apro-rata basis within limits approved by shareholders.