To the Members
Your directors have pleasure in presenting the 27th Annual Report along with theaudited standalone and consolidated financial statements of the Company for the financialyear ended 31st March 2019.
FINANCIAL SUMMARY / HIGHLIGHTS
The standalone and consolidated financial highlights of your Company are as follows:
(Rs. In Lakh)
|Particulars || |
| ||Standalone ||Consolidated ||Standalone ||Consolidated |
|Total Income ||393.36 ||8138.68 ||2710.54 ||10333.20 |
|Total expenditure ||140.28 ||7027.51 ||84.26 ||7235.06 |
|Profit before Tax ||253.26 ||1109.58 ||2626.22 ||3098.18 |
|Provision for Tax ||(29.76) ||130.83 ||558.46 ||576.39 |
|Profit after Tax ||283.02 ||978.75 ||2067.76 ||2521.80 |
|Profit available for appropriation ||226.42 ||889.93 ||1654.21 ||2030.34 |
STANDALONE & CONSOLIDATED FINANCIALS
Total revenues for the financial year ended March 31 2019 amounted to 393.36 Lakhs ascompared to Rs. 2710.54 Lakhs in the previous financial year. As per the ConsolidatedAccounts the total revenues are Rs. 8138.68 Lakhs as against the previous financialyear's revenue of Rs. 10333.20 Lakhs. Net Profit after tax for the financial year 2018-19is amounted to Rs. 283.02 Lakhs as against Rs. 2067.76 Lakhs in the previous financialyear. As per the Consolidated Accounts the net profit after tax for the financial year2018-19 is Rs. 978.75 Lakhs as against the profit of Rs. 2521.80 Lakhs in the previousfinancial year.
The Board of Directors does not recommend any dividend on the Equity Shares of theCompany for the current financial year due to conservation of Profits for the futureaspects.
Our Company has in accordance with the provisions of Section 45- IC of the Reserve Bankof India (RBI) Act 1934 created a Reserve Fund and during the year under review theCompany has transferred an amount of Rs. 56.6 Lakh out of the profits of the year to thesaid Reserve Fund.
The Company proposes the total amount of Rs. 226.42 Lakhs available for appropriationto be retained in the profit and loss account.
INFROMATION ON STATE OF AFFAIRS OF THE COMPANY
Information on State of Affairs of the Company are given in the Management Discussionand Analysis Report in accordance with Regulation 34(3) and Schedule V(C) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Regulation 34 of the SEBI (LODR) Regulations 2015 and Section 129(3) ofthe Companies Act 2013 your Company has prepared Consolidated Financial Statements asper the Accounting Standards applicable to the Consolidated Financial Statements issued bythe Institute of Chartered Accountants of India. The Audited Consolidated FinancialStatements along with the Auditors' Report are annexed with this Report. The saidFinancial Statements are also available on the website of the Company atwww.avonmorecapital.in .
CASH FLOW STATEMENT
In conformity with the provisions of Listing Regulations the Cash Flow Statement forthe year ended March 312019 is annexed hereto.
INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments affecting the financial position of theCompany which have occurred between March 31 2019 and August 212019 being the date ofthis report.
The Company is registered with the Reserve Bank of India as a NBFC within theprovisions of the NBFC (Reserve Bank of India) Directions 1998. The Company continues tocomply with all the requirements prescribed by the Reserve Bank of India as applicable toit.
During the year under review the Company has not issued shares or increased its ShareCapital.
Your Company had neither accepted any Public Deposits during the year nor does theCompany have any plan to accept any deposits from the public.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As on March 312019 your Company has the following entities as its Subsidiaries andAssociates:
a. Almondz Infosystem Private Limited
b. Almondz Global Securities Limited
c. Red Solutions Private Limited
d. Apricot Infosoft Private Limited
e. Avonmore Developers Private Limited
f. Anemone Holdings Private Limited
g. Glow Apparels Private Limited
h. Willis Towers Watson India Insurance Brokers Private Limited (Associate throughsubsidiary Anemone Holdings Pvt. Limited)
During the year under review SKTK Projects Limited (formerly known as ShivsathiNiketan Limited) Latitude 23 Communications Limited and TRP Social Consultants Limitedceased to be subsidiaries of Avonmore Capital & Management Services Limited w.e.f.1.10.2018 01.01.2019 & 19.03.2019 respectively.
Carya Chemicals & Fertilizers Private Limited and Yug Infrastructures PrivateLimited ceased to be associates of Avonmore Capital & Management Services Limitedw.e.f. 22.03.2019.
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a Company's Subsidiary or SubsidiariesAssociate Company or Companies in the prescribed format AOC-1 which form part of theAnnual Report as Annexure-I.
The financial statement of each of the subsidiaries is put on the Company's website andmay be accessed at www.avonmorecapital . in.
Almondz Global Securities Limited is a material subsidiary of the Company as per thethresholds laid down under the Listing Regulations. The Board of Directors of the Companyhas approved a Policy for determining material subsidiaries which is in line with theListing Regulations as amended from time to time. The Policy was revised effective fromApril 1 2019 in line with the amendments made to the Listing Regulations. The Policy hasbeen uploaded on the Company's website at http://www.avonmorecapital.in/pdf/materialpolicy.pdf.
PERFORMANCE OF SUBSIDIARY COMPANIES
Almondz Gobal Securities Limited
The revenue of the Company for the financial year 2018-2019 is Rs. 3797.08 lakhs ascompared to Rs. 3996.54 in the previous financial year. During the year under review thenet profit for the financial year 2018-19 is Rs. 120.08 lakhs as against Rs.231.86 lakhsin previous Year.
Avonmore Developers Private Limited
The revenue of the Company for the financial year 2018-2019 is Rs.6.16 lakhs ascompared to Rs. 0.25 Lakhs in the previous financial year. During the year under reviewthe net profit for the financial year 2018-19 is Rs. 3.33 Lakhs as against 0.39 lakhs inprevious Year.
Glow Apparels Private Limited
The revenue of the Company for the financial year 2018-2019 is 0.04 lakhs as comparedto Rs. 0.125 Lakhs in the previous financial year. During the year under review theCompany has incurred loss of Rs. 0.07 Lakhs as against loss of Rs. 0.11 lakhs in previousYear.
Apricot Infosoft Private Limited
The revenue of the Company for the financial year 2018-2019 is Rs. 2.93 lakhs ascompared to Rs. 2.18 Lakhs in the previous financial year. During the year under reviewthe Company has incurred loss of Rs. 2.29 lakhs as against loss of Rs. 2.20 lakhs inprevious Year.
Anemone Holdings Private Limited
The revenue of the Company for the financial year 2018-2019 is Rs. 6.40 lakhs ascompared to NIL in the previous financial year. During the year under review the netprofit for the financial year 2018-19 is Rs. 6.32 Lakhs as against loss of Rs. 0.08 lakhsin previous Year.
Almondz Infosystem Private Limited
The revenue of the Company for the financial year 2018-2019 is Rs. 0.31 lakhs ascompared to Rs. 0.30 lakhs in the previous financial year. During the year under reviewthe net profit for the financial year 2018-19 is Rs. 0.14 Lakhs as against 0.10 lakhs inprevious Year.
Red solutions Private Limited
The revenue of the Company for the financial year 2018-2019 is Rs. 19.34 lakhs ascompared to Rs. 0.52 Lakhs in the previous financial year. During the year under reviewthe Company has incurred loss of Rs. 0.94 lakhs as against loss of Rs. 0.08 lakhs inprevious Year.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectivelyhave been duly followed by the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") is presented in a separate section forming part ofthe Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Ms. Ashu Gupta is liable to retire by rotation at the ensuingAnnual General Meeting of your Company and being eligible has offered herself for herre-appointment. Your Board of Directors on the recommendations of Nomination &Remuneration Committee has recommended her re-appointment.
The Board at its meeting held on 21 August 2019 based on the recommendation ofNomination and Remuneration Committee approved the appointment of Mr. Bhupinder Singh asan independent director for a period of 5 years w.e.f from 27th September 2019 to 26thSeptember 2024 subject to approval of members at the ensuing AGM. Mr. Bhupinder Singh isabove 75 years. Regulation 17(1A) of SEBI (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018 notified on May 09 2018 prescribes that nolisted entity shall appoint a person or continue the directorship of any person as anon-executive director who has attained the age of 75 years unless a special resolution ispassed to that effect. Accordingly special resolution for his re-appointment is includedin the Notice of ensuing Annual General Meeting (AGM).
The first term of Mr. Ajay Kumar (DIN: 01954049) and Mr. Shyam Sunder Lal Gupta (DiN:00044635) Independent Directors of the Company is expiring on 28th September 2019 andthey are eligible for the re-appointment for a second term. Pursuant to the recommendationof Nomination and Remuneration Committee (NRC) and on the basis of performance evaluationthe Board of Directors of the Company at its meeting held on 21 August 2019 approved andrecommended to the members of the Company the re-appointment of Mr. Ajay Kumar and Mr.Shyam Sunder Lal Gupta as the Non-Executive Independent Directors of the Company notliable to retire by rotation for a second term of five consecutive years w.e.f. 29thSeptember 2019 to 28th September 2024. Accordingly special resolutions for theirre-appointment are included in the Notice of ensuing Annual General Meeting (AGM).
Mr. Chand Krishna Tikku(DIN:00479477)Independent Director of the Company is notseeking re-appointment for a second term due to his advanced age and consequently heshall cease to be Director of the Company w.e.f. 28th September 2019 due to expiry of hisfirst term. The Board places on record its appreciation and gratitude for immensecontributions and valuable guidance given by Mr. Chand Krishna Tikku during his longassociation as Board member of the Company.
All the Independent Directors of the Company have given declarations that they meet thecriteria of independence as prescribed under Section 149(6) of the Act and Regulation16(1)(b) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (''Listing Regulations") and that they are not awareof any circumstance or situation which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge duties with an objective independent judgmentand without any external influence. In the opinion of the Board all Independent Directorsare independent of the management.
Key Managerial Personnel
The following are the Key Managerial Personnel of the Company:
Mr. Ashok Kumar Gupta: Managing Director.
Mr. Sagar Gupta: Company Secretary and Compliance Officer (upto 6th April 2019)
Ms. Shilpa Bhatia: Company Secretary and Compliance Officer (w.e.f 30th May 2019)
Mr. Swapan Guha: Chief Financial Officer (upto 12th February 2019)
Mr. Shakti Singh: Chief Financial Officer (w.e.f 13th February 2019)
During FY 2018-19 under review Mr. Swapan Guha resigned from the position of ChiefFinancial Officer of the Company w.e.f. close of working hours of 12th February 2019. Inaccordance with the provisions of Section 203 of the Companies Act 2013 (Act') andRule 8 of (Appointment and Remuneration of Managerial Personnel) Rules 2014 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 Mr. Shakti Singh wasappointed as Chief Financial Officer of the Company w.e.f. 13th February 2019 by theBoard pursuant to recommendation of Nomination & Remuneration Committee.
Mr. Sagar Gupta resigned as the Company Secretary and Compliance Officer with effectfrom 6th April 2019. The Board on the recommendation of the Nomination &Remuneration Committee appointed Ms. Shilpa Bhatia as the Company Secretary andCompliance Officer with effect from 30th May 2019.
MEETINGS OF THE BOARD
During the financial year 2018-19 4 (Four) meetings of the Board of Directors wereheld i.e. 30th May 2018 13th August 2018 14th November 2018 & 13th February2019. For further details please refer report on Corporate Governance forming part of theAnnual Report.
During the year under review there was no change in the composition of the AuditCommittee of the Company. As on 31st March 2019 The Audit Committee comprises of threeIndependent Directors and one Non-Executive Director viz. Mr. Ajay Kumar (Chairman) Mr.Govind Prasad Agrawal Mr. Shyam Sunder Lal Gupta and Mr. Chand Krishna Tikku as othermembers. More details on the Audit Committee are given in Corporate Governance Report. Allthe recommendations made by the Audit Committee were accepted by the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended March312019 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Company is listed with Bombay Stock Exchange Ltd.
The shares of the Company were listed on Delhi Stock Exchange Ltd. (DSE) DSE House3/1 Asaf Ali Road New Delhi 110002. However SEBI vide its orderNo.WTM/PS/45/MRD/DSA/NOV/2014 dated 19 November 2014 withdrew the recognition granted tothe said stock exchange.
The Listing fees to the stock exchange for FY 2019-20 have been paid.
AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS:
In accordance with the provisions of Section 139 of the Act at the Annual GeneralMeeting held on 28th September 2017 M/s Mohan Gupta & Company Chartered Accountants(Firm Registration No. 006519N) were appointed as the statutory auditors of the Companyin place of retiring auditors M/s H. K. Chhabra & Co. Chartered Accountants for aterm of five (5) years from the conclusion of the 25th Annual General Meeting till theconclusion of 30th Annual General Meeting of the Company subject to ratification of theirappointment by the members at every Annual General Meeting held during their tenure ofappointment as applicable at such remuneration and out of pocket expenses as may bedecided by the Board of Directors of the Company on the recommendation of the AuditCommittee from time to time.
The requirement to place the matter relating to appointment of Auditors forratification by Members at every Annual General Meeting was omitted vide notificationdated 7th May 2018 issued by the Ministry of Corporate Affairs. Accordingly noresolution is proposed for ratification of appointment of Auditors in ensuing AGM of theCompany.
The Company has received a letter from M/s Mohan Gupta & Company CharteredAccountants confirming that they are eligible for continuing as Statutory Auditors of theCompany.
Further the report of the Statutory Auditors alongwith notes to Schedules for the yearended 31st March 2019 forms part of this Annual Report. The Auditors' Report does notcontain any qualification reservation or adverse remark.
In terms of section 204 of the Companies Act 2013 and Rules framed thereunder theBoard had appointed M/s C. B. Mishra & Associates Company Secretaries in WholetimePractice to carry out Secretarial Audit of the Company for the financial year 2018-19. TheSecretarial audit report as provided by M/s C. B. Mishra & Associates CompanySecretaries is also annexed to this Report in the prescribed Form MR-3 as Annexure-II.The Secretarial Audit Report does not contain any qualification reservation adverseremark or disclaimer.
REPORTING OF FRAUDS BY AUDITORS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(3) (m) of the Companies Act 2013 and the rules madethere under relating to conservation of energy technology absorption do not apply to yourcompany as it is not a manufacturing Company.
However your Company has been increasingly using information technology in itsoperations and promotes conservation of resources.
There was no foreign exchange inflow or Outflow during the year under review.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in Annexure -III.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best Corporate Governance practices as prevalent in the industry. Thereport on Corporate Governance as stipulated under the SEBI (LODR) Regulation 2015 formsan integral part of this Report. The requisite certificate from the Practicing CharteredAccountant confirming compliance with the conditions of Corporate Governance is attachedto the report on Corporate Governance.
GROUP COMING WITHIN THE DEFINITION OF GROUPS DEFINED IN THE MONOPOLIES AND RESTRICTIVETRADE PRACTICES ACT 1969 (54 of 1969)
The following persons constitute the Group coming within the definition of group asdefined in the Monopolies and Restrictive Practices Act 1969 (54 of 1969):
Mr. Navjeet Singh Sobti Mrs. Gurpreet N. S.Sobti Innovative Money Matters PrivateLimited Almondz Global Securities Limited Rakam Infrastructures Private Limited
Or any other Company firm or trust promoted or controlled by the above. The abovedisclosure has been made; inter alia for the purpose of the Securities and Exchange Boardof India (Substantial Acquisition of Shares and Takeovers) Regulations 2011.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
EXTRACTS OF ANNUAL RETURN
An extracts of Annual Return as prescribed under Section 92 (3) of the Companies Act2013 (the Act') and rule 12 (1) of the Companies (Management and Administration)Rules 2014 in the prescribed Form No. MGT-9 as on 31st March 2019 is attached asAnnexure-IV and is also available on the website of the Company at the weblinkwww.avonmorecapital.in/pdf/annexure%20IV MGT-9.pdf .Further pursuant to Section 134(3)(a)of the Act a copy of Annual Return for the year ended 31st March 2019 will be hosted onthe website of the company at www.avonmorecapital.in .
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts /arrangements / transactions entered by the Company with related partiesduring the financial year were on an arm's length basis in the ordinary course ofbusiness and were in compliance with the applicable provisions of the Act and the ListingRegulations.
No material Related Party Transactions were entered during the financial year by theCompany. Accordingly the disclosure of Related Party Transactions as required underSection 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company and hence notprovided.
During the year 2018-19 pursuant to section 177 of the Companies Act 2013 and SEBIListing Regulations 2015 All RPTs were placed before Audit Committee for its prior/omnibus approval.
Further details of Related Party transactions as required to be disclosed by AccountingStandard on "Related Party Disclosures" specified under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014 are given in the Notes to theFinancial Statements.
During the year under review the Company has amended the policy on Related PartyTransactions in line with the revised Listing Regulations and the same is uploaded on theCompany's website at http://www. avonmorecapital.in/pdf/transactions policy.pdf.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
A Risk Management Policy for the Company has been adopted by the Board. The Companymanages risk through a detailed Risk Management Policy framework which lays downguidelines in identifying assessing and managing risks that the businesses are exposedto. Risk is managed through appropriate structures that are in place at your Companyincluding suitable reporting mechanisms.
POLICY ON INSIDER TRADING
Your Company formulated and implemented a Code of Conduct for Prevention of InsiderTrading (Code) in accordance with the guidelines specified under the Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 1992. The Companyhas adopted code of Internal Procedures and Conduct for Regulating Monitoring andReporting of Trading by Insiders in terms of new Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015. The Board of Directors appointed theCompany Secretary as the Compliance Officer under the said Code responsible for complyingwith the procedures monitoring adherence to the Code for the preservation of pricesensitive information pre-clearance of trade monitoring of trades and implementation ofthe Code of Conduct under the overall supervision of the Board of Directors.
Further pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations2018 (Amendment Regulations') your Company has revised the existing Code of Conductand the revised code is applicable to designated persons and their immediate relatives.The Code is available on the website of the Company at www.avonmorecapital.in .
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board.
The CSR Policy may be accessed on the Company's website at the link:http://www.avonmorecapital.in/pdf/CSR 2017.pdf.
The key philosophy of the Company's CSR initiative is to promote development throughsocial and economic transformation.
The Company has inter-alia identified following areas in which it may engage for itsCSR activities:
1. Eradicating hunger poverty and malnutrition promoting preventive health care andsanitation and making available safe drinking water.
2. Promoting education including special education and employment enhancing vocationskills especially among children women elderly and the differently-abled and livelihoodenhancement projects.
3. Promoting gender equality empowering women setting up homes and hostels for womenand orphans; setting up old age homes day care centres and such other facilities forsenior citizens and measures for reducing inequalities faced by socially and economicallybackward groups.
4. Ensuring environmental sustainability ecological balance protection of flora andfauna animal welfare agroforestry conservation of natural resources and maintainingquality of soil air and water.
5. Protection of national heritage art and culture including restoration of buildingsand sites of historical importance and works of art; setting up public libraries;promotion and development of traditional arts and handicrafts.
6. Measures for the benefit of armed forces veterans war widows and their dependants.
7. Training to promote rural sports nationally recognized sports paralympic sportsand Olympic sports.
8. Contribution to the Prime Minister's National Relief Fund or any other fund set upby the Central Government for socio-economic development and relief and welfare of theScheduled Castes Scheduled Tribes other backward classes minorities and women.
9. Contributions or funds provided to technology incubators located within academicinstitutions which are approved by the Central Government.
10. Rural development projects.
11. Such other matters as may be prescribed under applicable statute;
12. Such other activity / social cause as may be thought fit by the CSR Committee andapproved by the Board.
During the year under review the Company has spent Rs. 5.58 Lakhs on CSR activities.The Annual Report on CSR activities is annexed herewith marked as Annexure V.
PARTCULARS OF LOANS GIVEN INVESTMENTS MADE- GUARANTEES GIVEN AND SECURITIES PROVIDEDUNDER SECTION 186 OF THE COMPANIES ACT 2013
Details of loans given Investments made guarantees given and securities provided toother Bodies Corporate or persons as covered under the provisions of Section 186 of theAct are given in the notes to Financial Statements.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review there are no significant or material orders passed by anyregulator court or tribunal impacting the going concern status and Company's operationsin future.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) 2015 and in consonance with Guidance Note on Board Evaluationissued by SEBI in January 2017 the Board has carried out an annual performance evaluationof its own performance the individual Director's performance including Chairman andIndependent Directors as well as an evaluation of the working of all Board Committees.
The manner in which the evaluation has been carried out has been explained in theCorporate Governance Report. In compliance with the provisions of the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) 2015 the IndependentDirectors held a meeting on May 30 2019 and:
Reviewed the performance of Non-Independent Directors and the Board as a whole.
Reviewed the performance of the Chairperson of the Company.
Assessed the quality quantity and timeliness of flow of information between theCompany's management and the Board which is necessary for the Board to effectively andreasonably perform their duties.
Necessary implementations of their suggestions have been initiated. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177 (9) & (10) of the Companies Act 2013read with SEBI (LODR) Regulations 2015 the Company has established a Vigil Mechanism forits Directors and employees to report their genuine concerns or grievances actual orsuspected fraud or violation of the Codes of Conduct or policy. The said mechanismencompasses the Whistle Blower Policy and provides for adequate safeguards againstvictimization of persons who use such mechanism. It also provides direct access to theChairman of the Audit Committee. The said policy is placed on Company's website at www.avonmorecapital.in/pdf/whistle policy.pdf.
INTERNAL CONTROL SYSTEMS
ACMS's internal control systems are designed to ensure operational efficiency accuracyand promptness in financial reporting and compliance with Laws and regulations. Theinternal control system is supported by an internal audit process for reviewing theadequacy and efficiency of the internal controls including its systems and processes andcompliance with regulations and procedures. Internal Audit Reports are discussed with themanagement and are reviewed by the Audit Committee of the Board which also reviews theadequacy and effectiveness of the internal controls. ACMS's internal control system iscommensurate with its size nature and operations.
NOMINATION AND REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Companies Act 2013 the Boardof Directors have adopted a Policy on Directors appointment and remuneration includingthe criteria for determining qualification positive attributes and independence of aDirector and other matters. The Remuneration policy for directors Key ManagerialPersonnel Senior Management and all other employees is aligned to the philosophy on thecommitment of fostering a culture of leadership with trust. The Remuneration policy aimsto ensure that the level and composition of the remuneration of Directors Key ManagerialPersonnel Senior Management and all other employees is reasonable and sufficient toattract retain and motivate them to successfully run the Company. The said policy isuploaded on the website of the Company at http://www.avonmorecapital.in/pdf/nominationpolicy.pdf
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at the workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at the workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules framed thereunder. As number ofemployees are less than statutory requirement there is no applicability of constitutingthe Internal Complaint Committee under the Workplace (Prevention Prohibition &Redressal) Act 2013. However any complaint or matter under this act shall be dealt withlocal complaint committee constituted for the same.
The Company did not receive any complaints during the period under review to report inthe Board's report.
MAINTENANCE OF COST RECORDS
During the period under review the provision of section 148 of the Companies Act 2013relating to maintance of cost records does not applicable to the Company.
As per the SEBI (LODR) Regulations corporate governance report with auditors'certificate thereon and management discussion and analysis are attached which form partof this report. Details of the familiarization programme of the Independent Directors areavailable on the website of the Company (www.avonmorecapital.in). Policy for determiningmaterial subsidiaries of the Company is available on the website of the Company(www.avonmorecapital.in). Policy on dealing with related party transactions is availableon the website of the Company (www.avonmorecapital.in). The Company has formulated andpublished a Whistle Blower Policy to provide Vigil Mechanism for employees includingDirectors of the Company to report genuine concerns. The provisions of this policy are inline with the provisions of the Section 177(9) of the Act and the SEBI (LODR) Regulations.
Your Directors would like to express their sincere appreciation for the co-operationand assistance received from shareholders bankers regulatory bodies and other businessconstituents during the year under review. The Board of Directors also wish to place onrecord their appreciation for the commitment displayed by all the employees for theircommitment commendable efforts team work and professionalism in the performance of theCompany during the year.
For and on behalf of the Board of Directors For Avonmore Capital & ManagementServices Limited
| ||Ashok Kumar Gupta ||Govind Prasad Agrawal |
| ||Managing Director ||Director |
|Place : New Delhi Date : August 21 2019 ||DIN:02590928 ||DIN:00008429 |