Directors Report of Aryaman Capital Markets Ltd.

Mar 31, 2024

Your Directors take pleasure in presenting their Sixteenth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2024 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for the financial year ended March 31, 2024 and the previous financial year ended March 31, 2023 is given below:

in Inrs''l

Particulars	31-Mar-24	31-Mar-23
Total Income	3432.04	4670.88
Less: Expenditure	2675.35	4484.41
Profit before Depreciation and tax	756.69	186.47
Less: Depreciation	8.50	7.34
Profit before Tax	748.19	179.14
Provision for Taxation	102.65	30.36
Profit after Tax	645.53	148.78
Other Comprehensive Income	608.15	889.69
Totai Comprehensive Income	1253.68	1038.47
Earnings Per Share (FV of Rs.10/- per share)
(1) Basic	5.39	1.24
(2) Difuted	5.39	1.24

Being a Market Making Company, most of the Company’s investments are in the securities of listed companies. Accordingly most of its revenue is in nature of trade income on investments in listed companies. On account of resilient growth in the capital markets and increased investor interest in SME listed stocks; Company witnessed a Top line growth.

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at ? 3432.04 lacs for the year ended March 31, 2024 as against ? 4670.88 lacs in the previous year. The Company made a net profit of 1645.53 lacs for the year ended March 31, 2024 as compared to the net profit of 1 148.78 lacs in the previous year.

3. CASH FLOW STATEMENTS

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT. 2013

The Board lias decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

The dividend policy for the year under review lias been fonnulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2024.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund (IEPF). In FY 2023-24, there was no amount due for transfer to IEPF.

7. SHARE CAPITAL

The authorized share capital of the company is Rs. 12,00,00,000/- divided into 1,20,00,000 equity shares of Rs. 10/-The Paid up capital of the Company is Rs. 11,97,71,260/- divided into 1,19,77,126 Equity shares of Rs. 10/-Company has appointed M/s Bigshare Services Private Limited as the Registrar and Transfer Agent of the Company.

8. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report as Annexure III”.

9. CHANGE IN NATURE OF BUSINESS. IF ANY

There has been no change in nature of business of the Company during the FY under review.

10. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Fonn MBP 1 under Section 184(1) as well as intimation by directors in Fonn DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from JNG & Co., Practicing Company Secretary is annexed to the Board’s Report as “Annexure IV”.

11. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or an Associate Company.

12. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the FY and the date of this Report.

13. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on 31^st March. 2024 is available on the website of the Company at http://www.afsl.co.in/Acml.

14. CHANGE IN SHARE CAPITAL:

There was no change in Share Capital for the period under review.

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Company''s business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries. Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, no new Independent Directors were inducted to the Board.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

As on the date of Report following are the changes took place in the Board Structure:

The Board at its meeting held on July 12* ,2024, reappointed Mr. Shripal Shah (DIN: 01628855), as a Whole Time Director of the Company for a period of 5 (Five) consecutive years coimnencing from 14^th July 2024 till 13^th July 2029 and appointed Ms. Kajal Chliatwal (DIN: 10044125) as an Additional Non - Executive Independent Director for a term of five years with effect from July 12^th ,2024 subject to approval of shareholders in ensuing Annual General Meeting of the Company.

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shripal Shah, Executive Director of the Company, retires by rotation and offers himself for re- appointment.

The brief resume of Mr. Shripal Shah, the nature of his expertise in specific functional areas, names of the companies in which he lias held directorships, her shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

iii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence provided in Section 149(6) of the Companies Act, 2013 and Regulations 16(1) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met on 25* March. 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

iv. Key Managerial Personnel:

As on date of report, following are the Key Managerial Personnel of the Company:

a) Mr. Shripal Shah- Whole Time Director & CFO

b) Ms. Chaitali Pansari- Company Secretary & Compliance Officer upto July 24, 2023

c) Ms. Reenal Khandelwal - Company Secretary & Compliance Officer w.e.f July 24, 2023.

There were changes in the Key Managerial Personnel during the year.

17. BOARD MEETINGS:

The Company held seven meetings of its Board of Directors during the year on May 26, 2023, July 24, 2023, August 30, 2023, November 09, 2023, December 30, 2023, January 15, 2024 and March 01, 2024.

18. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under Chairmanship of Mr. Ram Gaud. During the year the committee met Four times with full attendance of all the members. The composition of the Audit Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			26.05.2023	30.08.2023	09.11.2023	15.01.2024
Mr. Ram Gaud	Independent Director	Chairman	Yes	Yes	Yes	Yes
Mr. Shripal Shah	Executive Director	Member	Yes	Yes	Yes	Yes
Mrs. Supriya Tatkar	Independent Director	Member	Yes	Yes	Yes	Yes

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditor’s Limited Review Report thereon / Audited Annual Financial Statements and Auditors’ Report thereon before submission to

the Board for approval. This would, inter aha, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

• Review the Management Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company’s accounting principles with reference to the Accounting Standard Policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Auditors, Internal Auditors, Chief Financial Officer are invited to attend the meetings of the Committee. The Company Secretary acts as the Secretary to the Committee. Mr. Ram Gaud, the Chairman of the Committee, was present at the last Annual General Meeting (AGM) held on September 28, 2023.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, continued working under Chairmanship of Mr. Ram Gaud. During the year, the committee met one time with full attendance of all the members. The composition of the Nomination and Remuneration Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Remuneration Committee held on 26.05.2023
Mr. Ram Gaud	Independent Director	Chairman	Yes
Mrs. Supriya Tatkar	Independent Director	Member	Yes
Mr. Darshit Parikli	Independent Director	Member	Yes

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the following:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recoimnend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recoimnended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recoimnend to the board of directors their appointment and removal.

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

• Recommend to the board, all remuneration, in whatever fonn, payable to senior management.

The Company has fonnulated a Remuneration Policy which is annexed to the Board’s Report in “Annexure I”.

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under Chairmanship of Ms. Supriya Tatkar. The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one time with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Stakeholders’ Relationship Committee held on 26.05.2023
Ms. Supriya Tatkar	Independent Director	Chairperson	Yes
Mr. Shripal Shah	Executive Director	Member	Yes
Mr. Ram Gaud	Independent Director	Member	Yes

The tenns of reference of the Committee are:

• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no

share transfers pending as on March 31, 2024.

Ms. Reenal Khandelwal, Company Secretary and Compliance Officer of the Company.

19. BOARD’S PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The Nomination Remuneration Committee also carried out evaluation of every director’s performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of

Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Companies Act 2013 and rules framed there under for the year ended 31^st March 2024. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company during the period.

Further, for the year ended March 31, 2024, the company has a net profit of ?7.48 crore (Seven Crore Forty-Eight Lakhs), which exceeds the criteria laid down under Section 135, i.e., ?5 crore. Therefore, according to the provisions of Section 135 of the Companies Act 2013, the company will spend at least two percent of the average net profits of the company made during the three immediately preceding financial years during the financial year 2024-25.

21. AUDITORS:

i. Statutory Auditors:

The Board lias re-appointed M/s V. N. Puroliit & Co., Chartered Accountants as the statutory auditors of the Company for 2nd term of five consecutive years, from the conclusion of 14^th Annual General Meeting till the conclusion of the 19* Annual General Meeting to be held in the year 2027, as approved by shareholders of the Company.

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 lias appointed JNG & CO., a firm of Company Secretaries in Practice (CP No. 8108), to undertake the Secretarial Audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report for F.Y. 2023-24 is annexed herewith as “Annexure II”.

iii. Cost Auditor:

Your Company is principally engaged into Market making of SME Listed Scrips and Proprietary Investments in shares, securities and funds. Therefore, Section 148 of the Companies Act, 2013 is not applicable to the Company.

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, lias reappointed M/s Gaurav Shiv & Co Chartered Accountants, Mumbai as the Internal Auditors of your Company for the financial year 2023-24. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board.

M/s Gaurav Shiv & Co Chartered Accountants, Mumbai lias resigned as the internal Auditor of the Company with effect from May 24th, 2024. Further, the Company lias appointed M/s KKMK & Associates, Chartered Accountants as the internal Auditor of the Company for FY 2024-25 & 2025-26 in the place of M/s Gaurav Shiv & Co Chartered Accountants, Mumbai with effect from May 24th. 2024.

22. AUDITOR’S REPORT:

The Auditor’s Report and Secretarial Auditor’s Report does not contain any qualifications, reservations or adverse remarks. Report of the Auditors are given as an Annexure which fonns part of this report.

23. VIGIL MECHANISM / WHISTLE - BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company lias adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. The functioning process of this mechanism lias been more elaborately mentioned in the Corporate Governance Report which fonns part of this Annual Report. The said Policy is available on Company’s website at http://www.afsl.co.in/Acml/.

24. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Gaurav Shiv & Co., Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recoimnend ways of improvement. The Internal Audit is carried out on half yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation lias been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2023-24.

25. RISK ASSESSMENT AND MANAGEMENT:

Your Company lias been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

26. LISTING WITH STOCK EXCHANGES:

Aryaman Capital Markets Limited is listed on the SME Platform of the BSE Limited. It has paid the Annual Listing Fees for the year 2024-25 to BSE Limited.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

28. * PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year is Rs. 2,01,403

b) Percentage increase/decrease in the median remuneration of employees in the financial year 2023-24 : 14.17 %

c) Number of permanent employees on the rolls of the Company as on March 31, 2024: 5 (Five).

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the period under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

*Since the Executive Directors and KMP’s of the company are on the payroll of Aryaman Financial Services Limited (Holding Company) and do not draw any remuneration in Aryaman Capital Markets Limited only employee remuneration median is calculated.

29. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website http://www.afsl.co.in/Acml/.

30. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation 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 when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology Absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from 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 reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign exchange earnings and Outgo - Not Applicable.

31. PARTICULARS OF LOANS. INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial statements.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts / arrangements / transactions entered by the Company during the financial year with related parties. Thus Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The details of the related party transactions as required under Indian Accounting Standard (IND-AS) - 24 are set out in Note to the financial statements forming part of this Annual Report.

33. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

34. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company lias formulated and adopted the revised “Code of Conduct for Prevention of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company’s website http://www.afsl.co.iii/Acml/investor.php

35. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the interest of the Company.

36. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

37. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has

been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (pennanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

39. HUMAN RESOURCES:

Your Company lias established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts it is ensuring that employees are aligned on coimnon objectives and have the right information on business evolution.

40. CORPORATE GOVERNANCE:

In tenns of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

41. DISCLOSURES:

The following disclosures are not applicable to the company:

1. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.

2. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

42. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 and such internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

43. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

44. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

Registered Office: On Behalf of The Board Of Directors

60, Kliatau Building, Ground. Floor, FOR ARYAMAN CAPITAL MARKETS LIMITED

Alkesh Dinesh Modi Marg,

Fort, Mumbai - 400 001 Tel: [phone]

SCI/-

Fax: 022 - 2263 0434 _{Sh Sh} .

CIN: L65999MH2008PLC184939 (Executive Director)

Website: http://www.afsl.co.in/Acml/ p-_n. 93335575

Email: [e-mail] Mumbai, Friday. July 12 ^2024

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Mar 31, 2023

Your Directors take pleasure in presenting FhifitreenAnnual Report on the Business and Operations of the Company ind the Accountfor the Financial Year ended^s3TMarh, 20 23 (period under review?)

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for thncfaJi year endedMarch 3,2023 and the previous financial year ended March 3) 2022 is given below:

Particulars	31-Mar-23	31-Mar-22
Total Income	4670.88	7330.58
Less: Expenditur e	4483.66	7279.78
Profit before Depreciation	186.34	50.80
Less: Depreciation	7.34	4.53
Profit before Tax	179.14	46.27
Provision for Taxation	30.36	B.80
Profit after Tax	148.78	32.47
Other Comprehensive Income	889.69	29.01
Total Comprehensive Income	1038.47	61.48
Earnings Per Share (FV of Rs.10/- per share)
(1) Basic	1.24	0.27
(2) Diluted	1.24	0.27

Being a Market Making Company, most of the Company’s investments are in the securities of listed companies. Accordingly most of its revenues in nature of rade income on investments ili sted companies. On account of resilient growth in tie capital markes and increased investor interest in SME itstM ; Company witnessed a Top line growth.

2. REVIEW OF OPERATIONS

The Total Income of the Company stood at ? 46708 8 lacs for the year ended March 3 ) 232as against ? 73 3 0.58 lacs in the previous year''];’ he Company made a net profit of 48.78lacs for the year ended March 3) 232as compared to the net profitf ? 32.47 lacs in the previous year.

3. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under regulation 34 of the SEBI (LODRi) lations, 205, a Cash Flow Statement forms part of Annr al Report.

4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The Board has decided not to transfer any amount to the Reserves for the year under review.

5. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the c ompan and to conserve resources, the Directors do not recommend any dividend for year ended March33 , 20

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 24 and 25 of the Companies Act, 20B requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive , to be transferred to the Inves'' or Education and Protection Fund (IEPF). In FY2B2 there was no amount due for transfer to IEPF .

7. SHARE CAPITAL

The authorized sharcapital of the company is Rs. 20Q0000T - divided into J2Q0Q000 equity sh ares of Rs. 0-The Paid up capital of the Company is R97,7J26 6/- divided into } 9,77,1 26 Equity shares of Rs. D

Company has appointed M/B igshareServices Privatleimited as the Registrar ahdansfer Agent of the Company.

8. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, in terms of the Securities and Excha ge Be of India (Listing Obligations and Disclosure Requirements) Regulations, 205 (the "Listing Regulations "£EBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 20B (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report.

9. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been nohange in nature of business of the Company during the FY under. review

10. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section wel) as intimation by directors in Form DIR 8 under Sectiod(2)6 and declarations as to compliance with the Code of Conduct of ihe Company.

11. SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or an Associate Company.

12. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, which affect the financial position of the Company whic h hav occurred between the end of the FY and the date oRthor t

13. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March, 2023 is available on the website of the Company at http//www.afsl.co.in/Acn.

14. CHANGE IN SHARE CAPITAL:

There was no change in Share Capital the period under review

15. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientat programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise he ne Director; with the Company''s business operats TheDirectors are given an orientation on the products of the busi Less, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the m ajor ri and risk management trategy of the Company.

During the year under review, no new Independent Directors were inducted to the Board.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

During the period under review, there were no changes in Directors;

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 20B and the Articles of Association of the Compan , Mr ShreyasShah Executive Directorf the Company, retires by rotation and offers himself f appointment.

The brief resume of MS.hreyasShah, the nature of his expertise in specific functional areas, names o'' the companies in which he has held directorships, her shareholding etc. are furnished in the AmteXorthe notice of the ensuing AGM.

iii. Independent Directors

Our Company has received annual declarations from all the Independent Directors of the Company confirmi ng tha they meet with the criteria of Independence provided in Section 49(6) of the Companies Act, 20B and Regulat ions 16(1 ) (b) & 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 205 and there has ieen no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors met 2n^th March, 2023, without the attendance of Nohidependent Directors and members of the Management. The Independent Directors reviewed the performance -MdNerndent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into accouinetwst hoef v Executive Directors and N-Enxecutive Directors and assessed the quality, quantity and timeliness of flov of information between the Company Management and the Board that is necessary for the Board to effectively an reasonably perform their dut.i es

iv. Key Managerial Personnel:

As on date of repor, tfollowing are the Key Managerial Personnel of the Company:

a) Mr. Shripal ShaWhole Time Director CF O

b) Ms. Chaitali PansaTiompany Secretary & Compliance Officurto July 24, 2023

c) Ms. ReenaKhandelwal - Company Secretary & Compliance Officer w.e.f July 24, 2023

T here were hanges in the Key Managerial Personnel during the year.

17. BOARD MEETINGS:

The Company heldfive meetings of its Board of Directors during the yeaMoy 27, 2022 , August 29, 2022,

N ovember I, 2022, December 2, 2022 and M ar cl03, 2023 .

Mr. Shripal Shah and Mr. Shreyas Shah are related to eacMothShripal Shah and Mr. Shreyas andiholds One share each of Aryaman Capital Markets Limited as Nominee of Aryaman Financial Service s Limited.

18. COMMITTEES OF THE BOARD:

(a) Audit Committee:

The Audit Committee, as per Section 77 of Companies Act, 20B, continued working under Chairmanship! rof Ram Gaud. During the year the committee rtto eetimes with full attendance of all the members. The composition of the Audit Committee as at March 3,2B2and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Audit Committee Meetings held on
			27.05.2022	29.08.2022	11.11.2022
Mr. Ram Gaud	Independent Director	Chairman	Yes	Yes	Yes
Mr. Shripal Shah	Executive Director	M ember	Yes	Yes	Yes
Mrs. Supriya T atkar	Independent Director	M ember	Yes	Yes	Yes

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Compa lies A 20B. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

• Oversight of the Company’s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management, the Half Yearly UnauditednFial Statements and the Auditor’s Limited Review Report thereon / Audited Annual Financial Statements and Auditors’ Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting patidiesasons for

the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in t his r< gard.

• Review the Managment Discussion & Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company’s accounting principles with reference to the Accounting Standard Policy.

• Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possi sound knowledge of finance, accounting practices and internal cont rols.

The Auditors, Internal AuditoChief F inancial Officer are invited to attend the meetings of the Committee. The Cmpan Secretary acts adre Secretary to the CommittMr . Ram Gaud, the Chairman of the Committee, was present at th; last Annual General Meeting (AGM) heldSoeptemter 26, 2022 .

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 78(1) of Companies Act, 20B, continued working unler Chairmanship of Mr. Ram Gaud. During the year, the committee met two times witthifUililce of all the members. Th: composition of the Nomination and Remuneration Committee as at March B laM details of the Members participatio n at the Meetings of the Committee are as under

Name of Director	Category	Position in the committee	Attendance at the Remuneration Committee held on 27.05.2022
Mr. Ram Gaud	Independent Director	Chairman	Yes
Mrs. Supriya Tatkar	Independent Director	M ember	Yes
Mr. Darshit Parikh	Independent Director	M ember	Yes

The terms of refence of the Committees per Companies Act 20B and SEBI (LODR) 2Qfinclude the following:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a direc or an recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial perse nnel a other employees;

• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluite th balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a descript on of the role and capabilities quired of an independent director. The person recommended to the Board for appointme nt as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitat candidates, the Committee may:

a) Use the srvices of an external agencies, if requir ed;

b) Consider candidates from a wide range of backgrounds, having due regard to diversit y; and

c) Consider the timeommitments of the candidates.

• Formulation of criteria for evaluation of performance of independent directors and the board of directors;

• Devising a policy on diversity of board of directors;

• Identifying persons who are qualified to become directors and who may be appointed in senamgement in

accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

• Whether to extend or continue the term of appointment of the independent director, on the basis of the ieport

performance evalutaion of independent director s.

• Recommend to the board, all remuneration, in whatever fepayable to senior management.

The Company has formulated a Remuneration Policy which is annexed to the Board’s Report in “Annexure I”.

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 78 (5) of Companies Act, 20B, continued working under Chairmanship of in. Supriya TatkarThe Committee is governed by a Charter, which is in line with the regulitory requirements mandated by the Companies Act, 20BDuring the year, the committee met one time with full attendance o f all the members. The composition of the Stakeholders Relationship Committee as at March! andfflfetails of the Members participation at thMeetings of the Committee are as under:

Name of Director	Category	Position in the committee	Attendance at the Stakeholders’ Relationship Committee held on 27.05.2022
Mrs. Supriya Tatk ar	Independent Director	Chairperson	Yes
Mr. Shripal Shah	E xecut iveD ir ect or	M ember	Yes
Mr. Ram Gaud	Independent Director	M ember	Yes

The terms of reference of the Committee are:

• Resolving the grievances of the security holders of the listed entity including complaints rela ed t transfer/transmission of shares, -noneipt of annual report, n-rneceipt of declared dividends, issue of new/duplicate certificates, general meetings, et

• Review of measures taken for effective exercise of voting rights by shareholders.

• Review of adherence to the service standards adopted by the listed entity in respect of various service s beir rendered by the Registrar & Share Transfer Agent.

• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaime dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders the company.

During the year, no mplaints were received from shareholders. There are no balance complaints. The Company hid no share tranefs pending as on Mar <311 2023 .

Ms. Chaitali Pansari, Company Secretary of the Company is the Compliance Officer.

19. BOARD’S PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Direc tors. ¹ entire Board carried out performance evaluation of each Independent Director excluding the Independent Direct'' r bein evaluated. TheNomination Remuneration Committee also carried out evaluation of every director’s performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters evaluation. Evaluation parameters of thsaiBl and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameter ; of

Individual Directors including the Chairman of the Board and IndkipbnDirectors were based on Knowledge t > Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Pr

Independent Directors in their separate meeting evaluated the performance -on dependent Directors, Chairman o the Board and the Board as a whole.

20. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section B5 of the Act and rules framed th under. Therefore, the provisions ofrporate Social Responsibility are not applicable to the Company

21. AUDITORS:

i. Statutory Auditors:

The Board has ^appointed M/s V. N. Purohit &Co., Chartered Accountants as the statutory auditors of the Compai for 2nd term of five consecutiyears, from the conclusion of *4 Annual General Meetg till the conclusion of the ^q19 Annual General Meeting to be held in the year 2027,approved by shareholders of the Company

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of thempanies Act, 20B and The Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 204, the Company has appointed JNG & CO., a firm of Company Secretaries in Practice (CP No. 808), to undertake the Secretarial Audit of the CompaByFf.or.2QB2 -2B. The Secretarial Audit Report for FFY2 -2B is annexed herewith agAnnexure II”.

iii. Cost Auditor:

Your Company is principally engaged inMarket making of SME Listed ScripsProprietary Investments in share s, securities and fundi. herefore, Section 48 of the Companies Act, 20B is not applicable to the Company

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions o '' sect] B8 of the Act read with the Compan (Accounts) Rules, 204, has reappointedM/sGaurav Shiv&Co Chartered Accountants, Mumbai as the Internal Auditors of yourpanynfor the financial year 20-23. The Internal Auditor conducts the internal audit of the functions and operations oCf otmhpeany and reports to the Audit Committee and Board from me to me

22. AUDITOR’S REPORT:

The Auditor’s Report and Secretarial Auditor’s Report does not contain any quflcations, reservations oadverse remarks. Report of the Secretarial Auditor is agiven Amexure which forms part of this report.

23. VIGIL MECHANISM / WHISTLE - BLOWER POLICY:

Pursuant to the provisions of Section F7(9) of the Act, read with the Rules made thereunder, the Company has adopt* a WhistleBlower Policy for Directors and Eoypes to report genuine concerns and to provide adequate safegua ds against victimization of persons who may use such mechanism. The functioning process of this mechanism h;s bee: more elaborately mentioned in the Corporate Governance Report which fcumtisof) this Annual Report. The said Policy is available on Company’s website at http://www.afsl.co.in/Acm.

24. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section B8 read with rules made there uhdeBoard has appointedM/sGaurav Shiv&

Co., Chartered Accountants an Internal Auditors of the Company to check the internal controls and functioninj of tf activities and recommend ways of improvement. The Internal Audit is carrien half yearly basis; the report is placed in the Audit Committee Meeting and the Board Meeting forcoheideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Con pany ; adequate. During the year under review, no material or serious observation has been received from the Internal Audit* of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systeaMistedd and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the revie performed by management and the relevant board committees, including the audit committee, the boardei srpiftithi that the Company’s internal financial controls were adequate and effective during the financial year 2022-23.

25. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operatioibdsinBd s risks involved in its businesas part of its risk management poliYour Company also takes all efforts to train its employ ees from time to time to handle and minimize these risks.

26. LISTING WITH STOCK EXCHANGES:

Aryaman Capital Markets Limiisxlisted on the SME Platform of the BSE Limited. It has paid the Annual Listing F> for the yea20 23-24 to BSE Limited.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

In terms of Section IB(D) of the Act, the Company is complying with the Secretarialdards issued by the Institu e of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board Directors and General Meetings.

28. ¹PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required uncSEction 97 & Rule 5 of the Companies (Appointment and Remuneration of Manage ial Personnel) Rules, 2D4 is given below.

a) The median remuneration of employees of the Company during the finiyeoiafe Rs. 4,700

b) Percentage increa/decreasein the median remuneration of employees in financialyear 2022-23: -(9167) %

c) Number of permanent employees on the rolls of the Company M arch 3) 2023 5 (Five>

d) It is hereby affirmed that the remuneration paid during the year is as per theaRompnhry of the Company.

e) There is no employee covered under the provisions of section 97(4)t hf Companies Act, 2DB.

There was no employee in the Company who drew remuneration of Rs/MODT - per annum during the period unde:

review. Hence fhe Company is not required to disclose any information as per Rule 5(2) of the Companies (Appointme nt and Remuneration) Rules, 204.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation 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 when necess ities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology Absorption

a) The efforts made towards technology absorption. - M inimum technology required for Business is absor bee

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable .

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N otApplicable.

1. the details of technology imported;

2. the year of impor t;

3. whether the technology been fully absorbed;

4. if not fully absorbed, areashere absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable .

iv. Foreign exchange earnings and Outgo - Not Applicable .

31. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are providedfihandial statements.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts / arrangements / transactions entered by theanympring the financial year with related parties. T hus Disclosure in form AOCis not required. Further, during the year, the Company had not entered into any contract arrangement /transaction with related parties which could be considered mat earcicaol ridnance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before th e Au Committee and Board for approval. The details of the related party transactions as required under tnditiingA: Standard (INDAS) - 24 are set out iiNoteto the financial statements forming part of this Annual Report.

33. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

34. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider T radin Regulations, 2015, as amended, the Company has formulated and adopted the revised “Code of Conduct for Prevention of Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of th

Company. During the year, the Comp has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company’s website http://www.afsl.co.in/Acml/investor ,php

35. RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Act during the FY were in the ordinary cour business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Act. There were no materially significant transactions with the related parties during the FY which were in conflict with the inte "est c Company.

36. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the goir g conc status and Company’s operations in future.

37. FRAUD REPORTING

There have been no frauds reported by Auditors of the Company to the Audit Committee or the Board of Dire ctors under subsection (2) of section 43 of the Companies Act, 20B during the financial year.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an ArfSexual Harassment Policy in line with the Requirements of the Sexual Harassm ent o Women at the Workplace (Prevention, Prohibition &Redressal) Act, 20Band an Internal Complaints Conhaktee been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this pilicy.

Your Director further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at W place (Prevention, Prohibition & Redressal) Act, 20B read with Rules there under, the Company has not receive i any complaint of sexual harassment duririg tyear under review.

39. HUMAN RESOURCES:

Your Company has established an organization structure that is agile and focused on delivering business resul s. W regular communication and sustained efforts it is ensuring that employees are aligned on cdijHctriKes and have the right information on business evolut ion.

40. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 205 exempts companies which have listed their specified securities on SME Exchange compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME PlatBSffip the Company is exempted from compliance with Corporate Governance requirements, and accordingly¹ epoe ting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the C ompany.

41. DISCLOSURES:

The following disclosures are not applicable to the company:

1 The details of application made or any proceedingipmg under the Insolvency and Bankruptcy Code, 206 (31 of 206) during the year alongwith their status as at the end of the financial year.

2 The details of difference between amount of the valuation done at the time of one time settlement and (the va uati done while taking loan from the Banks or F inancial Institutions along with the reasons thereof.

42. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 20B, the board of directors, to the beheicfklnowledge andability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standardsbhawefollowed and there are no mat erial departure s.

ii. They have selected such accounting policies and applied them consistently and made judgment sestimate s that are reasonable and prudent so as to give a true and fair view of the state of affaBcmpfutyhat the end of the financial year and of the pitofif the Company for that per. iod

iii. They have taken proper and sufficient care for thntmance of adequate accounting records in accordance with the provisions of the Act for safeguardingsthf s of the Company and fpreventing and detectingraud and other irregulariti es.

iv. They have prepared the annual counts on a going concern bas.

v. They have laid down internaf inancial controls to be followed by the Company and such intefiialncial controls are adequate and operating arftfively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicableanal that such systems were adequate and operating effectively.

43. CAUTIONARY STATEMENTS:

Statements in thAnnual Report, particularly those which relate to Management Discussion and Analysis as exp ained in the Corporate Governance Report, describing Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the erttitdapending on the circumstances.

44. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance-opadaciDn received from the Financial Institutions, Banks, Government Authorities and Shareholders and (fevotUdiservice by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

Registered Office: On Behalf of The Board Of Directc

60, Khatau Building, Gr ound. F loor , FOR ARYAMAN CAPITAL MARKETS LIMITED

Alkesh Dinesh Modi Mar g,

Fort, M umba- 400 001

Tel : 022 - 626 6999 ^Sd/"

^ ™ . Shripal Shah

^{Fax: 022 -} 2263 0434 DIN: 0628855

^CIN: L^65999MH^2008pL^C84939 (Chairman &Executive Director

^Website: http://www afsl co in/Acm 1 M umbai, Wednesday August 3,02023

Email: [e-mail]

1

Since the Executive Directors and KMP’s of the company are on the payroll of Aryaman Financial Services Limited (Holding Company) and do not draw any remuneration in Aryaman Capital Markets Limited only employee remun ration median is calculated.

29. POLICIES AND DISCLOSURE REQUIREMENTS: 191100,161700

In terms of provisions of the Companies Act, 203 the Company has adopted following policies which are availabl e on its websitehttp//www.afsl.co.in/Acm.

---

Mar 31, 2018

BOARD''S REPORT

To

The Members,

Your Directors take pleasure in presenting their Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31st March, 2018 (period under review)

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of the financial performance for year ended March 31 2018 and the pevious financial year ended March 31 2017 is given below:

Particulars	31-Mar-18	31-Mar-17 ((Rs in lacs)
Total Income	2820.92	2,284.73
Less: Expenditure	2764.10	224.43
Profit before Depreciation	56.81	160.30
Less: Depreciation	7.07	6.8
Profit before Tax	49.75	154.17
Provision for Taxation	0.72	33.36
Profit after Tax	49.03	120.81

Being a Market Making Company, most of the Companys investments are in the securities of listed companies. According most of its revenue are in nature of finance on investments in listed companies. On account of resilient growth in the capital markets and increased investor interest in SME listed Company witnessed a Top line growth.

The Total Income of the Company stock a 2820.92 lacs for the year ended March 31 2017 as against Rs 2284.73 lacs in the previous year. The Company made a net profit of 49.03 lacs for the year ended March 31 2017 as compared to the net profit of Rs 120.80 lacs in the previous year.

2. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and conserve resources, the Directors do not recommend any dividend for year ended March 31, 2018

3. STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance, among other the period under reviews given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with SEBI (listing Obligation and Dsclosure Requirements Regulations, 2015

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

During the period under review, there no changes in Directors;

ii. Committees of Board of Directors

There has been no change in Committees of Board of Director during period under review iii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2018 and the Articles of Association of the Company, Mr Shripal Shah, Executive Director of the Company, retires by rotation and offers himself appointment.

The brief resume of Mr. Shri Shripal, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, her shareholders etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

iv. Independent Directors

Independent Directors have provided their confirmation, that they meet the criteria of independence as provided in section section (6) of Section 119 of the companies Act, 2018..

An Independent Diretor shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company

v. Key Managerial Personnel

There has been no change in the KMPs during period under review

5. MEETINGS:

During the year in Board Meetings were convened and duly field. The details of which are given in the Corporate Governance Report, which forms part of this report intervening gap between the Meetings was within the period prescribed under the Companies Act, 2018.

6. AUDIT COMMITTEE:

The Audit Committee comprises, Mr. Ram Gaud (Chairman), Mr. Shripal Shah (Member Ms. Supriya Tatkar (Member). Powers and role of the Audit Committee are included in the Corporate Governance Report. Al the recommendations made by the Audit Committee were accepted by the Board of Directors.

7. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its committees, Executive Directors, Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 2018. As part of the evaluation process, the performance of- Independent Directors the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

8. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) the Companies Act, 2018 and rule 12 (l) of the Companies (Management and Administration) Rules, 204, an extract of Annual Return in MGT is annexed as a part of this Annual Report as "Annexure I".

9. REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 20 i and SEBI (LODR) Relations, 206. The Policy is provided in Annexed to this Report as Annexure II"

10. AUDITORS:

i. Statutory Auditors:

Subject to the amendment stated in The Companies Amendment Act, 2017 read Notifications S.O. B33(E) dated May 2018 deleting the provision of annual ratification of the appointment of auditor requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done anyday with no resolution has been proposed for them..

ii.. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 20B and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014-, the Company has appointed JNG & CO., a firm of Company Secretaries in Practice (CP No. 808), to undertake the Secretarial Audit of the Company for the 7-8th 1201 Secretarial Audit Report for F.Y.7201 is annexed herewith as "Annexure III".

iii. Cost Auditor:

Your Company is principally engaged into Market making of SME Listed and Prosprietary Investments in shares, securities and funds. Therefore section 148 of the Companies Act, 20B is not applicable to the Company

11. AUDITOR''S REPORT:

The Auditors Report and Secretarial Auditor report does not contain any qualifications, reservations or adverse remark i. Report of the Secretarial Auditor is given annexure which forms part of this report.

12. VIGIL MECHANISM:

In pursuant to the provisions of section (97) &(10) of the Companies Act, 20B, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http//www.afsl.co.in/Acml/

13. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section B8 read with read with rules made there under, the Board has a Thakur & Co., Chartered Accountant as an Internal Auditors of the Company to check the internal controls and functioning of the activities ad recommend ways of improvement. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for the consideration and direction.

The Internal Financial Controls with reference to final statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors the Company for inefficiency or inadequacy of such controls.

14. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy our Company also takes all efforts to train its employee from time to time to handle and minimize these risks.

15. LISTING WITH STOCK EXCHANGES:

Aryaman Capital Markets Limited is listed on the SME Platform of the BSE Limited. It has paid the Annual Listing For the year 2018-2019 to BSE Limited.

16. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS)-vi &.SSSS-2 on Meetings of the Board of Directors and General Meetings respectively.

17. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation 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 when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology Absorption

a) The efforts made towards technology absorption. - Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from 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 absorpt has not taken place, and the reasons thereof

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 are provided in the financial statements.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts / arrangements / transactions entered by the Company during the financial year with related parties Disclosure in form AGE is not required. Further, during the year, the Company had not entered into any contract arrangement /transaction with related parties which could be considered material in accordance with the policy of i. Company on materiality of related party transaction (All related party transactions are placed before the Audit Committee and Board for approval. The details of the related party transactions as required under Indian Accounting Standard IND -24 are set out in Note the financial statements for a partt of this Annual Report.

20. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

21. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulatons & Tribunals impacting the going concern status and Companys 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, Prohibition and Redressal) Act, ''20B an rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace. Company was not in receipt of any complaint of sexual haress.

23. HUMAN RESOURCES:

Your Company considers people as its biggest assets and Believing in People'' is at the heart of its human resource strategy It has put concerted efforts in talent management and succession planning practices, strong performance Management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership

Your Company has established an organization structure that is agile and focused on delivering business results. With regi communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the; right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all employees seek to ensure that business world values and principles are understood by all and are the reference point in people matters.

As your Management is on the payroll of Holding Company and doesnt not draw any managerial remuneration from the Company, the statement of Disclosure of Remuneration under Section 97 of the Act and Rule 5(1) of the Companics (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules)'', will not be applicable.

The current workforce breakdown stnne has a good mix of employees at all levels.

Your Board confirms that the remuneration is as per the remuneration policy of the Company.

24. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during the period under review with the Certificate issued by M/ JNG and Co., Practicing Company Secretaries, on compliance in this regards forms part of Annual Report.

25. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section B4(5) of the Companies Act, 20B, the board of directors, to the behalf of knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates are reasonable and prudent so as to give a true and fair view of the state of affair company at the end of the financial year and of the profit the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and fletatiagdi other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down inter financial controls to be followed by the Company and such international controls are adequate and operating effectively..

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Based on the framework of inter financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year2017-18

26. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Companys objectives, projections, estimates and expectations constitute forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

27. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance appreciation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, and workers of the Company. The Directors express their gratitude towards each one of them.

Registered Office:	On Behalf of The Board Of Director
60 Khatau Building, Ground. Floor,	FOR ARYAMAN CAPITAL MARKETS LIMITED
Alkesh Dinesh Modi Marg,
Fort,Mumbai 400001
Tel: [phone]	Sd/-
Fax: 022 - 22630434	Shripal Shah
	DIN: 01528855
CIN: L65999MH2008PLC84939	(Chairman & Executive Director)
Website: http://www.afsl.co.in/Acml/	Mumbai, Tuesday, August 14, 2018
Email: [e-mail]

Annexures to Board''s Report (Contd). Annexure-I

FORM NO. MGT-9 Extract of Annual return as on financial year ended on 31.03.2017

(Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014)

I. REGISTRATION & OTHER DETAILS:

i	CIN	L65999MH2008PLC84939
ii	Registration Date	July 22, 2008
iii	Name of the Company	Aryaman Capital Markets Limited
iv	Category/Subcategory of the Cmpany	Public Company / Company Limited by shares
	Address of the Registered office & contact details	60 Khatau Building, Ground Floor,
		Alkesh Dinesh Modi Marg, Fort
V		Mumbai-400001
		Tel:[phone]
		E-Mail id:[e-mail]
vi	Whether listed company	Yes (BSE Ltd)
	Name, Address & contact details of the Registrar &Transfer Agent, if any.	Bigshare Services Private Limited
		1st Floor, Bharat Tin Works Buildjng Makwana Road Marol,
		Andheri (East) Mumbai-400059
vii		Tel: [phone] Fax [phone]
		Email: [e-mail]
		Investor Grievance Email [e-mail]
		Website:www.bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing Wo or more of the total turnover of the company shall:be stated

Sr.No.	Name & Description of main products/services	NIC Code of the Product /service	% to total turnover of the company
1	Share Trading and Broking	6612	90.21%
2	Other Such Investment & Financial Services	6619	9.79%

m. PARTICULARS OF HOLDING. SUBSIDIARY & ASSOCIATE COMPANIES:

Sr. No.	Name of the Company	Address of the Company	CIN/GLN	Holding or Subsidiary or Associate	% of shares held	Applicable section
1	Aryaman Financial Services Limited	D2, Ganga Chambers, 6A/1 W.E.A.,Karol Bagh, New Delhi- 110005	L74899DL994PLC059009	Holding	74.28%	Section 2(87)

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAK UP AS % TO TOTAL EQUITY):

(i) CATEGORY-WISE SHARE HOLDING:

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				Change during the year (%)
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
1. Indian
a)Individual/HUF	6	-	6	-	6	-	6	-	-
b) Central Govt or State Govt	-	-	-	-	-	-	-	-	-
c) Bodies Corporates	8897,20)	-	8897,20	74.28	8897,20	-	8897,20	74.28	-
d) Bank/FI	-	-	-	-	-	-	-	-	-
e) Any other (Promoter Group)	-	-	-	-	-	-	-	-	-
Sub Total:(A) (1)	88,97,126	-	88,97,126	74.28	88,97,126	-	88,97,126	74.28	-
(2) Foreign
a) NRI- Individuals	-	-	-	-	-	-	-	-	-
b) Other Individuals	-	-	-	-	-	-	-	-	-
c) Bodies Corp.	-	-	-	-	-	-	-	-	-
d) Banks / FI	-	-	-	-	-	-	-	-	-
e) Any other	-	-	-	-	-	-	-	-	-
SUB TOTAL (A) (2)	-	-	-	-	-	-	-	-	-
Total Shareholding of Promoter (A)=(A)(1) (A)(2)	88,97,126	-	88,97,126	74.28	88,97,126	-	88,97,126	74.28	-
B.PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds	-	-	-	-	-	-	-	-	-
b) Banks/FI	-	-	-	-	-	-	-	-	-
C) Central Govt.	-	-	-	-	-	-	-	-	-
d) State Govt.	-	-	-	-	-	-	-	-	-
e) Venture Capital Fund	-	-	-	-	-	-	-	-	-
f) Insurance Companies	-	-	-	-	-	-	-	-	-
g)FIIS	-	-	-	-	-	-	-	-	-
h) Foreign Venture Capital Funds	-	-	-	-	-	-	-	-	-
i) Others	-	-	-	-	-	-	-	-	-
SUB TOTAL (B)(l):	-	-	-	-	-	-	-	-	-
(2) Non Institutions
a) Bodies corporate
i) Indian	21,00,000	-	21,00,003	17.54	7,34,500	-	7,34,500	14.48	(3.05)
ii) Overseas	-	-	-	-	-	-	-	-	-
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs 1 lakhs	180,000	-	180,000	150	85,500	-	85,500	0.71	(079)
ii) Individuals shareholders holding nominal share capital in excess of Rs 1 lakhs	8,00,000	-	8,00,000	6.68	2 30,000	-	2,30,000	0.27	3.59
c) Others (Clearing Member)	-	-	-	-	30,000	-	30,000	0.25	0.25
SUB TOTAL (B)(2):	30,80,000	-	30,80,000	25.72	30,80,000	-	30,80,000	25.72	-
Total Public Shareholding (B)=(B)(1) (B)(2)	30,80,000	-	30,80,000	25.72	30,80,000	-	30,80,000	25.72	-
C. Shares held by Custodian for GDRs & ADRs	-	-	-	-	-	-	-	-	-
Grand Total (A B C)	1,19,77,126	-	1,19,77,126	100	1,19,77,126	-	1,19,77,126	100	-

*Mr. Shripal Shah, Mr. Deepak Biyani, Mr. Devidas Choudhari, Mr. Shreyas Shah, Ms. Nehar Sakaria & Mr. Dilip Singh, each hold one share of the Aryaman Capital Markets Limited as nominee of Aryaman Financial Services Limited.

(ii) SHAREHOLDING OF PROMOTERS:

		Shareholding at the beginning of the year			Shareholding at the end of the year			% chang e in share holding durin g the year
Sr. No.	Shareholders Name	No. of shares	% of total shares of the compa ny	% of shares pledged encumber ed to total shares	No of shares	% of total shares of the comp any	% of shares pledged encumber ed to total shares
1	Aryaman Financial Services Ltd	88,97,120	74.28	-	8897,120	74.28	-	-
	Total	88,97,120	74.28	-	88,97,120	74.28	-	-

* Apart from above mention 88,97,120 Equity Shares, Mr. Shnpal Shah, Mr. Deepak Biyani, Mr. Devidas Choudhan, Mr. Shreyas Shah, Ms. Nehar Sakaria & Mr. Dilip Rathod, each hold one share of the Aryaman Capital Markets Limited as nominee of Aryaman Financial Services Limited.

(iii) CHANGE IN PROMOTERS'' SHAREHOLDING:

There are no changes in the Promoters shareholding during the financial -2017 -2018

(iv) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS & HOLDERS OF GDRS & ADRS):

Sr. No	Shareholders'' Name	No of Shares at the beginning/End of the year		Date of changes of shareholdi ng	Increase / Decrease in shareholding	Reason for Increase / Decrease	Cumulative shareholding during the year 2017-18
		Number of Shares	%				Number of Shares	%
1	India Finsec Limited	5,30,000	4.43	31-Mar-17	-	-	5,30,000	4.43
				8-Sep-17	(175 ,000 )	Transfer	3,55,000	296
				29-Sep-17	(5 ,000)	Transfer	3,40,000	284
		3,40,000	284	31-Mar-18	-	-	3,40,000	284
2	Stellar Capital Services Limited	4,60,000	3.84	31-Mar-17	-	-	4,60,000	3.84
		4,60,000	3.84	31-Mar-18	-	-	4,60,000	3.84
3	Maxgrowth Capital Pvt. Ltd	1,10,000	0.92	31-Mar-17	-	-	1,10,000	0.92
				4-Aug-17	10,000	Transfer	1,20,000	100
				1-Sep-17	(1,10,,000)	Transfer	10,000	0.08
				8-Sep-17	(10,000)	Transfer	-	-
				6-Oct-F	30,000	Transfer	30,000	0.25
				23-Feb-18	1,65,000	Transfer	1,95,000	163
				B-Mar-18	1,60,000	Transfer	3,55,000	296
		355,000	296	31-Mar-18	-	-	3,55,000	296
4	Damodar Sharma	2,70,000	225	31-Mar-17	-	-	2,70,000	225
		2,70,000	225	31-Mar-18	-	-	2,70,000	225
5	E Tricks Enterprises Private	2,60,000	2.17	31-Mar-17			2,60,000	2.17

Sr.No	Shareholders'' Name	No of Shares at the beginning/End of the year		Date of changes of shareholdi ng	Increase / Decrease in shareholding	Reason for Increase / Decrease	Cumulative shareholding during the year 2017-18
		Number of Shares	%				Number of Shares	%
	Limited			9-F eb-18	(2,50,000 )	Transfer	10,000	0.03
				6-Feb-18	(10,000)	Transfer	-	-
				31-Mar 18	-	-	-	-
6	Jhaveri Trading And Investment Pvt Ltd	90,000	159	31-Mar 17	-	-	1,90,000	159
				28-Jul-17	(1,20,000)	Transfer	70,000	0.58
				4-Aug-17	(30,030 )	Transfer	40,000	033
				10 -Nov-17	90,000	Transfer	1,30,000	109
				29-Dec-17	(35,030 )	Transfer	95,000	0.79
				2 -Jan-18	(55,000)	Transfer	40,000	0.33
		40,000	0.33	31-Mar 18	-	-	40,000	0.33
7	Holly Enterprises Private Limited	-	-	31-Mar 17	-	-	-	-
				8-Sep-17	1,75,000	Transfer	1,75,030	146
		1,75,000	146	31-Mar 18	-	-	1,75,030	146
8	Minesh Vinodchandra Doshi	-	-	31-Mar 17	-	-	-	-
				6-Feb-18	1,50,030	Transfer	1,50,000	125
				6-Mar 18	10,000	Transfer	1,60,000	134
		1,60,000	134	31-Mar 18	-	-	1,60,000	134
9	Shri Paisram Holdings Pvt .Ltd.	1,40,000	117	31-Mar 17	-	-	1,40,000	117
				30-Jun-17	(10,000)	Transfer	1,30,000	1.09
				28-Jul-17	(20,000)	Transfer	1,10,000	0.92
				11 -Aug-17	15 ,000	Transfer	1,25,000	104
				8 -Aug-17	70,000	Transfer	1,95,030	163
				8-Sep-17	(70,000)	Transfer	1,25,000	104
				31-Oct-17	(1,25,000)	Transfer	-	-
				2-Feb-19	80,000	Transfer	80,000	0.67
		80,000	0.67	31-Mar 18	-	-	80,000	0.67
10	Vipul Haridas Thakkar	-	-	31-Mar 17	-	-	-	-
				6-Feb-18	1,05,000	Transfer	1,05,030	0.88
		1,05,030	0.88	31-Mar 18	-	-	1,05,030	0.88
11	Nidhi Bansal	-	-	31-Mar 17	-	-	-	-
				2-F eb-18	30,000	Transfer	30,000	0.25
				9-F eb-18	70,000	Transfer	1,00,000	0.83
		1,00,000	0.83	31-Mar 18	-	-	1,00,000	0.83
12	Nimit Jayendrabhai Shah	1,00,000	0.83	31-Mar 17	-	-	1,00,000	0.83
				29-Dec 17	(25,000)	Transfer	75,000	0.63
				5-Jan-B	(75,000)	Transfer	-	-
		-	-	31-Mar 18	-	-	-	-
13	Raho Real Estate Private Limited	1,00,000	0.83	31-Mar 17	0	Transfer	1,00,000	0.83
				28-Jul-F	(10,000)	Transfer	90,000	0.75
				8-Sep-17	(90,030 )	Transfer	-	-
				2 -Jan-18	55,000	Transfer	55,000	0.46
				9 -Jan-18	(25,000)	Transfer	30,000	0.25
				2-Feb-18	(30,030 )	Transfer	-	-

Sr. No	Shareholders'' Name	No of Shares at the beginning/End of the year		Date of changes of shareholding	Increase / Decrease in shareholding	Reason for Increase / Decrease	Cumulative shareholding during the year 2017-18
		Number of Shares	%				Number of Shares	%
14	Pankaj Piyush Trade And Investment Limited	-	-	31-Mar-18	-	-	-	-
		-	-	31-Mar-17	-	-	-	-
				31-Oct-17	1,00,000	Transfer	1,00,000	0.83
		1,00,000	0.83	31-Mar-18	-	-	1,00,000	0.83
15	Yogesh Bansal	70,000	0.58	31-Mar-17	-	-	70,000	0.58
				31-Oct-17	10,000	Transfer	80,000	0.67
		80,000	0.67	31-Mar-18	-	-	80,000	0.67
15	Shri Ravindra Media Ventur Limited	-	-	31-Mar-17	-	-	-	-
				5 -Sep-17	80,000	Transfer	80,000	0.67
		80,000	0.67	31-Mar-18	-	-	80,000	0.67
17	Goldmine Stocks Pvt Ltd	80,000	0.67	31-Mar-17	-	-	80,000	0.67
				11 -Aug-17	70,000	Transfer	1,50,000	125
				18 -Aug-17	(70,000)	Transfer	80,000	0.67
				22 -Dec- 17	1,50,000	Transfer	2,30,000	192
				5-Jan-B	75,000	Transfer	3,05,000	255
				2 -Jan-18	(1,60,000)	Transfer	1,45,000	121
				9 -Jan-18	(35,000 )	Transfer	1,10,000	0.92
				26 -Jan-18	(75,000)	Transfer	35,000	0.29
				2-Feb-18	(35,000 )	Transfer	-	-
				15 -Feb-18	35,000	Transfer	35,000	0.29
				23 -Feb-18	(35,000 )	Transfer	-	-
				2-Mar-18	70,000	Transfer	70,000	0.58
				9-Mar-18	(70,000)	Transfer	-	-
		-	-	31-Mar-18	-	-	-	-

Note: % means% ot total snares of the company

(v) SHAREHOLDING OF DIRECTORS & KMP''S:

(In Rs)		Shareholding at the end of the year		Cumulative Shareholding during the year
Sr.No	For Each of the Directors & KMP	No. of shares	% of total shares of the company	No of shares	% of total shares of the company
	At the beginning of the year
	Date wise increase/ decrease in Promoters
	Share holding during the year specifying the reasons for increase/ decrease ( allotment/transfer/bonus/sweat equity etc)	NIL	NIL	NIL	NIL
	At the end of the year

V. INDEBTEDNESS:

Indebtedness of the Company including interest out standing/accrued but not due for payment

(In Rs)

Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount	-	-	-	-
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but to due	-	-	-	-
Total (i ii iii)	-	-	-	-
Change in Indebtedness during the financial year	-	-	-	-
Additions	-	8,58,82,801	-	8,58,82,801
Reduction	-	92,50,000	-	92,50,000
Net Change	-	17,66,32,801	-	17,66,32,801
Indebtedness at the end of the financial year	-	-	-	-
i) Principal Amount	-	17,66,32,801	-	17,66,32,801
ii) Interest due but not paid	-	59,80,893	-	59,80,893
iii) Interest accrued but not due	-	-	-	-
Total (i ii iii)	-	8,26,8,694	-	8,26,8,694

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole time director and/or Manager:

(In Rs)

Sr. No	Particulars of Remuneration	Mr. Shripal Shah (Executive Director)	Mr. Shreyas Shah (Executive Director)	Total Amount
1	Gross salary	-	-	-	-
	(a) Salary as per provisions contained in section 17 (l) of the Income Tax. 1961	-	-	-	-
	(b) Value of perquisites u/s F(2) of the Income tax Act, 1961
	(c ) Profits in lieu of salary under section 1 of the Income Tax Act, 1961
2	Stock option	-	-	-	-
3	Sweat Equity	-	-	-	-
4	Commission as % of profit there (specify)	-	-	-	-
5	Others, please specify	-	-	-	-
	Total (A)	-	-	-	-
	Ceiling as per the act	The total managerial remuneration is within the ceilings prescribed.

B. Remuneration to other directors:

(In Rs)

Sr. No	Particulars of Remuneration	Name of the Directors			Total Amount
1	Independent Directors	Mr. Ram Gaud	Ms. Supriya Tatkar	Mr. Darshit Parikh
	(a) Fee for attending board /committee meetings	40,000	40,000	2,00,000	1,00,000
	(b) Commission	-	-	-	-
	(c ) Others, please specify	-	-	-	-
	Total (1)	40,000	40,000	20,000	1,00,000
2	Other Non Executive Directors
	(a)Fee for attending boar committee meetings	-	-	-	-
	(b) Commission	-	-	-	-
	(c ) Others, please specify.	-	-	-	-
	Total (2)	-	-	-	-
3	Total (B)=(l 2)	40,000	40,000	20,000	1,00,000
	Total Managerial Remuneration	1,00,000
	Overall Ceiling as per the Act.	The total managerial remuneration is within the ceilings linked]

C. Remuneration To Key Managerial Personnel Other Than Managing Director/Manager/Whole Time Director:

Sr.No.	Particulars of Remuneration*	Shripal Shah (CFO)	Deepesh Jain (CS)	Total
1	Gross Salary
	(a) Salary as per provisions contain section 17 (l) of the Income Tax Act, 1961
	(b) Value of perquisites u/s 17 (2) of the Income Tax Act, 1961	-	-	-
	(c ) Profits in lieu of salary under section 17(3) of the Income Tax 1961
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission as % of profit	-	-	-
5	Others, please specify	-	-	-
	Total (1 2 3 4 5)	-	-

Key Managerial Personnel of the Companion the payroll of Aryaman Financial Services Limited holding Company) and do not draw any remuneratiom Aryaman Capital Markets Limited

VII. PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES:

Type	Section of the Compani es Act	Brief Description	Details of Penalty/Punishment/Compoundin g fees imposed	Authority (RD/NCLT/Court)	Appeal made if any (give details)
A. COMPANY
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-
B. DIRECTORS
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-
C. OTHER OFFICERS IN DEFAULT
Penalty	-	-	-	-	-
Punishment	-	-	-	-	-
Compounding	-	-	-	-	-

Remuneration Policy

This Remuneration Policy relating to remuneration for the directors, key managerial personnel and other employees, has been formulated by the Nomination and Remuneration Committee (hereinafter Committee) and approved by the Board of Directors.

Objectives:

The objectives of this policy are to stipulate criteria for:

• Appointment, reappointment, removal of Directors, KMPs and Senior Management

• Determining qualifications, positive attitude and independence of a director and recommend to the Board

• Retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and crea competitive advantage to run the operations of the Company successfully

• Consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth Criteria for Appointment:

• Ethical standards of integrity and probity, qualification, expertise and experience of the appointment

• Age, number of years of service, specialized expertise and period of employment or association with the Company

• Special achievements and operational efficiency which contributed to growth in business in 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 the role, compliant with the rules policies and values of the Company and does not have any conflicts of interest

• Transparent, unbiased and impartial and in accordance with appropriate levels of confidentiality

• Appointment of Directors and KMPs in compliance with the procedure laid down under the provisions of the Companies Act, 20B, rules made thereunder or any other enactment for the time being in force

Criteria for Remuneration:

The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the longer term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage corporate and individual performance, and emphasizing on line expertise and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results.

The level and composition of remuneration be reasonable and sufficient to attract, retain and motivate the director i, key managerial personnel and other employees of the quality required to run the Company successfully. The relationship remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration to director key managerial personnel and senior management personnel should also involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriable for king of the Company and its goals.

The remuneration of the Non Executive Directors shall be based on their contributions and current trends, subject regulatory limits. Sitting fees is paid for attending each meeting(s) of the Board and Committees Additionally equal amount of commission may be paid to Non executive directors on pro-basis, within limits approved by shareholders.

Form No. MR-3

Secretarial Audit Report for the Financial Year ended 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Aryaman Capital Markets Limited

(Formerly Aryaman Broking Ltd) 60, Khatau Building, Ground Floor, Alkesh Dinesh Modi Marg, Fort, Mumbai-400001

I have conducted the secretarrial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Aryaman Capital Market entitiled (Formerly Aryaman Broking Ltd hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Aryaman Capital Markets Limited, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representative'' during the conduct of secretarial audit, We hereby report that in our opinion, the company has during the audit period covering the financial year ended on March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board or accesses and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company a per Annexure l for the financial year ended on March 31, 18 according to the provisions of:

(i) The Companies Act, 20B (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956(SCRA) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and blows framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Dir Investment, Overseas Direct Investment and External Common Borarowings (Not applicable to the Company during the Audit Period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

i. The Securities and Exchange Board of India (Substantialution of Shares and Takeovers) Regulations, 2011

ii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

iii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation:, 2009: (Not applicable to the Company during the Audit Period)

iv. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (Not applicable to the Company during the Audit Period)

v. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit Period)

vi. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

vii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the Audit Period) and

viii. The Securities and Exchange Board of India (Buk-back Securities) Regulations, 1998; (Not applicable to the Company during the Audit Period)

(vi) Other laws as applicable specifically to the company as informed by the management that Securities And Exchange Board Of India (Stock Brokers And Sub- Brokers) Reglations, 1992

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii)The SEBI (Listing Obligations &Disclosure Requirements) Regulation 201

I further report that, based on the information provided and the representation made by the Company and also on the rev of the compliance reports of Company Secretary / Chief Executive Officer taken on record by the Board of Directors of Company, in my opinion, adequate systems and processes exist in the Company to monitor and ensure compliance with provisions of applicable general laws.

I further report that, the compliance by the Company of applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

During the period under review the Company complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, mentioned hereinabove and there is adequate compliance management system for the purpose of other laws.. We have relied on the representations made by the Company and its officers for systems and mechanisms formed by the Company for compliances under other laws and regulations applicable to the Company.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors , Executive Directors and Independent Directors.

Adequate notice is given to all directors to schedule the Board Meetings and detailed notes on agenda were sent a : least seven days in advance, and a system exists for seeking and obtaining information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decisions of the Board and committee meetings are carried out unanimously as recorded in the minute i of 1 meeting of he board of directors or committees thereof as the case may be. There were no dissenting views of any member the Board or committees thereof during the period under review.

I further report that there are adequate systems and processes in the Company commensurate with the size and operation the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there were no specific events / actions having a major bearing on the affairs Company in pursuance of the above referred laws, rules, regulation guidelines, standards, etc.

	For JNG & Co.,
	Sd/-
	Jigarkumar Gandhi
Place: Mumbai	PCS: 7569
Date: August 14, 2018	C.P. No. 8108

Note: This report is to be read with letter of even date which is annexed as Annexure and forms an integral part of this report.

Annexure I

List of documents verified

1 Memorandum & Articles of Association of the Company.

2 Minutes of the meetings of the Board of Directors and Committees comprising of Audit Committee, Nomination &Remuneration Committee etc. held during the period under report.

3. Minutes of General Body Meetings held during the period under report.

4. Statutory Registers/Records under the Companies Act and read here under

5. Agenda papers submitted to all the directors / members for the Board Meetings and Committee Meetings, 6 Declarations received from the Directors of the Company pursuant to the provisions of 84 of the Companies Act, 20B.

7. E-Forms led by the Company, from time -to-time, under applicable provisions of the Companies Act, 20B and attachments thereof during the period under report.

8. Intimations received from directors under the prohibition of Insider Trading and SEBI Takeover Code

9. Various policies framed by the company from time to time as required under the statutes applicable to the company 10 Processes and procedure followed for Compliance Management System for applicable laws to the Company

11 Communications / Letters issued to and acknowledgementss received from the Independent directors for their appointment 12. Various policies framed by the company from time to time as required under the Companies Act as well as listing agreement/SEBI LODR Regulations.

Annexure II

To,

The Members,

Aryaman Capital Markets Limited

(Formerly Aryaman Broking Limited

60 Khatau Building, Gr.Floor, Alkesh Dines Modi Marg,

Fort, Mumbai 400001

Sub: Secretarial Audit Report for the Financial Year ended 31st March, 2018

Our report of even date is to be read along with this letter.

1 Maintenance of secretarial record is the responsibility of the management company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2 I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Satiate records.

3. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We be that the processes and practices, I followed provide a reasonable basis for our opinion.

4. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the company

5. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

6. The compliance of the provisons of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management and my examination was limited to the verification of procedures on test basis.

7. The Secretarial Audit report is neither an assurance as future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

		For JNG & Co.,
		Sd/-
		Jigar kumar Gandhi
Place:	Mumbai	PCS: 7569
Date:	August 14, 2018	C.P. No. 8108

---

Mar 31, 2015

Dear Members,

The Directors present hereunder the 7th Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the Financial Year ended March 31, 2015.

The financial results are summarized as under:

1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE)

(Rs in Lacs)

Particulars 31-Mar-15 31-Mar-14

Total Income 689.66 293.01

Less: Expenditure 679.77 284.15

Profit before Depreciation 10.95 9.95

Less: Depreciation 1.07 1.00

Profit before Tax 9.88 8.95

Provision for Taxation 4.07 2.51

Profit after Tax 5.81 6.44

Closing Balance of P&L Account 18.62 12.81

2. DIVIDEND

To conserve resources, the Directors do not recommend any dividend for year ended March 31, 2015.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 149 of the Companies Act, 2013 which came into effect from April 1, 2014, Mr. Ram Gaud was appointed as independent directors of the Company on July 14, 2014 for 5 years. The terms and conditions of appointment of independent director is as per Schedule IV of the Act. The Independent director has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shreyas Shah, Non-Executive Director of the Company retires by rotation and offers himself for re- appointment.

As part of leadership development, Mrs. Supriya Tatkar was appointed as Additional Independent Director with effect from July 17, 2014. The Board has also appointed her as Non-Executive Independent Director with effect from the same date until the forthcoming annual general meeting of the Company.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Mr. Shripal Shah, Chief Financial Officer and Mr. Malcolm Mascarenhas, Company Secretary as key managerial personnel of the Company were formalized.

The appointment / re-appointment forms part of the notice convening the Annual General Meeting and the resolutions are recommended for the member's approval.

4. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .

5. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year nine Board Meetings were convened and held on 26.05.2014, 13.06.2014, 17.07.2014, 23.07.2014, 01.08.2014, 11.08.2014, 12.09.2014, 14.10.2014, 13.01.2015.The details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

6. BOARD EVALUATION

Clause 52 of the SME Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of evaluation of Independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

7. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT

A declaration by an Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been taken by the company.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

8. Managerial Remuneration:

As the operations of the company are in nascent stage, there is no managerial remuneration during the year under the review. The Company Secretary of the company is also the company secretary of the holding company and is on the payroll of the holding company. No Remuneration is paid to the Chief Financial Officer during the year under review

9. AUDITORS

a) Statutory Auditors

M/s Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, the statutory auditors of the Company, retires at the ensuring Annual General Meeting and is eligible for re-appointment for a period of Five years from the conclusion of this Annual General Meeting. The Directors recommend their re-appointment by the Members at the forthcoming AGM. Comments made by the Auditors in their report are self-explanatory and therefore do not call for any further explanations.

b) 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 has appointed JNG & CO., a firm of Company Secretaries in Practice (CP No. 8108), to undertake the Secretarial Audit of the Company for the year 2014-15. The Secretarial Audit Report is annexed herewith as "Annexure II".

10. AUDITORS' REPORT

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

11. INTERNAL AUDIT & CONTROLS

Pursuant to provisions of Section 138 read with read with rules made there under, the Board has appointed Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

12. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.afsl.co.in/Acml/

13. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

14. DEPOSITS

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Thus Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for approval. The details of the related party transactions as required under Accounting Standard - 18 are set out in Note to the financial statements forming part of this Annual Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

To avoid duplication between the Directors' Report and the Management Discussion and Analysis, we present a composite summary of performance of the various businesses and functions of the Company.

17. 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, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace.

18. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in any manufacturing activity and therefore provisions of Section 134(3)(m) of the Companies Act, 2013 are not applicable to the company.

19. HUMAN RESOURCES

Aryaman Capital Markets Ltd. (Formally known as Aryaman Broking Limited) is a dynamic and progressive group that actively Fosters a challenging work environment and encourages Entrepreneurship. With trust being the critical part of our business belief, we lay a strong emphasis on integrity, teamwork, innovation, performance and partnership. Our professional staff with diverse backgrounds brings varied talent, knowledge and experience to the Group, helping our businesses to remain competitive, achieve greater success and newer milestones.

During 2014-15, focus has been on transforming five areas of Organizational Hierarchy, Performance Management, differentiated Rewards, Delegation of Authority, and HR Model.

As on 31st March, 2015, 06 employees are on ACML's payroll. The current workforce breakdown structure has a good mix of employees at all levels.

Our management team and board of directors are resolved to do what, we believe, is best for our shareholders, clients and associates.

20. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

21. INITIAL PUBLIC OFFERING

During the year under review your company entered into the capital markets with a maiden public issue of 35,90,000 equity shares of Rs. 10/- each at a premium of Rs. 2/- per share aggregating to Rs. 430.80 lacs. The issue received good response and the same was oversubscribed 1.14 times. The equity shares have been listed and traded on the SME Platform of BSE Ltd. Subsequent to the IPO the issued, subscribed and paid up capital of your company stands at Rs. 1197.71 lacs divided into 11,977,126 equity shares of Rs. 10/- each.

The Company has fully spent / utilized the proceeds of the funds raised under the IPO as per the object of the issue up to 31st March, 2015. The disclosure in compliance with the Listing Agreement is as under:

Sr. Particulars Amt. to be Amount actually No. deployed (as utilized up to per Prospectus) 31st March 2015 1. Investments and acquisition of listed / unlisted

securities and financial products 182.00 186.57

2. Repayment of loans 216.00 216.00

3. Issue expenses 31.00 26.43

4. General Corporate Purposes 1.80 1.80

Total 430.80 430.80

22. LISTING WITH STOCK EXCHANGES

Aryaman Capital Markets Limited got its shares listed on the SME Platform of the BSE Limited on October 20, 2014. It has paid the Annual Listing Fees for the year 2015-2016 to BSE Limited.

23. ACKNOWLEDGEMENTS

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

For and on behalf of the Board of Directors

Place: Mumbai Shripal Shah Shreyas Shah Date: July 24, 2015 Executive Director Director