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Directors Report of Avonmore Capital & Management Services Ltd.
Mar 31, 2024
Your Directors are pleased to present the 32nd Annual Report on the operational and business performance of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2024.
1. FINANCIAL SUMMARY / HIGHLIGHTS
The summarized financial performances for the Financial Year ended March 31, 2024 are as under:
|
(Rs. In Lakhs) |
||||
|
Particulars |
2023-2024 |
2022-23 |
||
|
Standalone |
Consolidated |
Standalone |
Consolidated |
|
|
Total Income |
995.69 |
12,699.41 |
3,538.65 |
21,479.99 |
|
Profit before Finance cost and Depreciation |
627.02 |
2,917.32 |
3,287.48 |
15,908.43 |
|
Less: Finance cost |
697.85 |
354.25 |
577.91 |
310.48 |
|
Profit before Depreciation |
(70.83) |
2,563.07 |
2,709.57 |
15,597.95 |
|
Less: Depreciation |
7.16 |
375.87 |
3.75 |
226.11 |
|
Profit before Exceptional Items |
(77.99) |
2,187.20 |
2,705.82 |
15,371.84 |
|
Profit before Tax |
(77.99) |
2,187.20 |
2,705.82 |
15,371.84 |
|
Less: Current Tax |
7.08 |
277.51 |
690.01 |
3,189.95 |
|
Income Tax for earlier years |
11.32 |
7.92 |
0.49 |
(15.97) |
|
Deferred Tax |
(88.38) |
(109.36) |
(11.26) |
1.20 |
|
Profit after Tax |
(8.01) |
2,008.06 |
2,026.58 |
12,185.81 |
|
Other comprehensive Income |
711.27 |
752.91 |
35.80 |
37.68 |
|
Total Comprehensive Income |
703.26 |
2,760.97 |
2,062.38 |
12,223.48 |
|
Financial Highlights of Subsidiaries/Associates |
(Rs. In Lakhs) |
||
|
Particulars |
2023-24 |
||
|
Total Income |
Total Expenses |
Profit/(Loss) for the year |
|
|
Almondz Global Securities Limited |
3,727.00 |
3,134.76 |
2,112.00 |
|
*Almondz Finanz Limited |
552.36 |
410.12 |
114.61 |
|
Anemone Holdings Private Limited |
661.27 |
270.90 |
298.55 |
|
Acrokx Reality Private Limited |
0.08 |
11.32 |
(11.22) |
|
Apricot Infosoft Private Limited |
8.40 |
0.19 |
8.22 |
|
Avonmore Developers Private Limited |
- |
0.26 |
(0.26) |
|
Red Solutions Private Limited |
- |
(138.97) |
(123.75) |
|
Glow Apparels Private Limited |
- |
1.04 |
(0.81) |
|
* Almondz Finanz Limited becomes the wholly owned Subsidiary Company w.e.f. 1st January, 2024 |
|||
PERFORMANCE REVIEW AND THE STATE OF COMPANYâS AFFAIRS:
Your Company has prepared the Financial Statements for the financial year ended March 31,2024 in terms of Sections 129, 133 and Schedule III to the Companies Act, 2013 (as amended) (the âActâ) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The total income of your Company on standalone basis was Rs. 995.69 lakhs as compared to Rs. 3,538.65 lakhs for the previous financial year 2022-2023. Profit before tax (PBT) was Rs. (77.99) Lakhs as compared to Rs. 2,705.82 Lakhs in the previous financial year 2022-2023. The Company''s consolidated total income for the financial year 202324 was Rs. 12,699.41 Lakhs as compared to Rs. 21,479.99 Lakhs in the previous financial year 2022-23. Consolidated Profit before tax (PBT) was Rs. 2,187.20 Lakhs as compared to Rs. 15,371.84 Lakhs in the previous financial year 2022-23.
The Board of Directors does not recommend any dividend on the Equity Shares of the Company for the current financial year.
Under section 45-IC (1) of Reserve Bank of India (âRBI'') Act, 1934, non-banking financial companies (âNBFCs'') are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, Avonmore Capital & Management Services Limited (the âCompany'') has not transferred any amount to its reserve fund due to loss in the F.Y 2023-24.
4. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY
Information on State of Affairs of the Company is given in the Management Discussion and Analysis Report in accordance with Regulation 34(3) and Schedule V(C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
5. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (âInd
AS''), forms part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company. The annual accounts of the subsidiaries companies and related detailed information are available on the website of the Company and the same may be obtained by writing to the Company Secretary at the Registered e-mail ID of the Company. The consolidated financial results reflect the operations of Subsidiaries Companies. The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ). The Policy, as approved by the Board, is uploaded on the Company''s website www.avonmorecapital.in
In conformity with the provisions of Listing Regulations, the Cash Flow Statement for the year ended March 31, 2024 is annexed hereto.
7. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company and the date of this Report. Except, that pursuant to the provisions of Section 13, 14, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of the company at their meeting held on 10th May, 2024 approved the subdivision of the nominal value of equity shares of the Company from the existing nominal value of Rs. 10/- each to the nominal value of Rs. 1/- each.
The subdivision of the equity shares was completed successfully w.e.f. 28th June, 2024 and NEW ISIN has been allotted to us i.e. INE323B01024
The Company is registered with the Reserve Bank of India as a NBFC within the provisions of the NBFC (Reserve Bank of India) Directions, 1998. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it.
During the year, the Company has not issued any shares, except that, pursuant to the provisions of Section 13, 61, 64 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of the company at their meeting held on 10th May, 2024 and approval of the shareholders of the Company through postal ballot on 14th June, 2024, the Authorized Share Capital of the Company has been increase from Rs. 30,00,00,000/- (Rupees Thirty Crores Only) consisting of 30,00,00,000 (Thirty Crores) Equity Shares of Rs. 1/- (Rupees One) each to Rs. 34,00,00,000/-(Rupees Thirty Four Crores Only) consisting of 34,00,000 (Thirty Four Crore) Equity Shares of Rs. 1/- (Rupees One) each by creation of additional Equity Shares of Rs. 4,00,00,000 (Rupees Four Crore Only) divided into 4,00,00,000 (Four Crore ) Equity Shares of face value of Rs. 1/- (Rupees One Only) each, ranking pari passu in respect with the existing Equity Shares of the Company.
Further, the Board of Directors of the Company in its meeting held on 10th May, 2024 has approved the Sub-Division/ Split of Existing 1 (One) Equity Share of Face Value of Rs. 10/- (Rupees Ten Only) Each Fully Paid Up Into 10 (Ten) Equity Shares of Face Value of Rs. 1/- (Rupee One Only) Each Fully Paid Up.
w.e.f. 28th June, 2024, the Face Value of Equity Shares has been changed from Rs. 10 to Rs. 1 and New ISIN No. has been allotted to the Company i.e. INE323B01024
As on date of this Report the Authorized, Issued, Subscribed and Paid up share capital is as follows:
|
Particulars |
No of Shares |
Amount |
|
Authorized Share Capital |
34,00,00,000 |
34,00,00,000 |
|
Issued & Subscribed Capital |
24,73,26,000 |
24,73,26,000 |
|
Paid up Capital |
23,35,32,200 |
23,35,32,200 |
* Difference in subscribed and paid up capital is on account of forfeiture of 1,37,93,800 equity shares
10. CHANGE IN NATURE OF BUSINESS
During the year there was no change in the nature of business of the Company.
Your Company had neither accepted any Public Deposits during the year nor does the Company have any plan to accept any deposits from the public.
12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As on March 31,2024, your Company has the following entities as its subsidiaries and Associates:
a. Acrokx Reality Private Limited
b. Almondz Global Securities Limited
c. Red Solutions Private Limited
d. Apricot Infosoft Private Limited
e. Avonmore Developers Private Limited
f. Anemone Holdings Private Limited
g. Glow Apparels Private Limited
h. Almondz Finanz Limited
Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a Company''s Subsidiary or Subsidiaries, Associate Company or Companies in the prescribed format AOC-1 which form part of the Annual Report as Annexure-I.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website at www.avonmorecapital.in.
13. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the year under review, Almondz Finanz Limited becomes a wholly owned subsidiary of Avonmore Capital & Management Services Limited w.e.f. 01.01.2024 and Acrokx Reality Pvt Ltd ceased to be wholly owned subsidiary Company w.e.f. 22.08.2023.
Almondz Global Securities Limited, Anemone Holdings Private Limited & Almondz Finanz Limited is a material subsidiary of the Company as per the thresholds laid down under the Listing
Regulations. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy was revised effective from April 1,2022 in line with the amendments made to the Listing Regulations. The Policy has been uploaded on the Company''s website at http://www.avonmorecapital.in/pdf/ material policv.pdf.
15. PERFORMANCE OF SUBSIDIARIES COMPANIES Almondz Global Securities Limited (Subsidiary Company)
Almondz Global Securities Limited (AGSL) is a leading advisory and consultancy firm since 1994 which offers a bouquet of services in the Strategic Advisory, Transaction Advisory, Business Transformation Advisory, Turnaround and restructuring, Risk advisory, Insolvency activities, Capital raising advisory both in Equity and Debt markets, Valuation services for Financial assets Wealth management advisory and Equity broking. Almondz was set up by a team that was young, aggressive and hungry for opportunities to make profitable deals. With the help of rapidly evolving business models and the flexibility to adapt to the demands of a changing marketplace, Almondz has been able to deftly navigate through the Indian Business landscape. Ever since it''s foundation over two decades ago, Almondz has been able to make its mark in the financial services sector.
Responding to changing business dynamics, the group has pivoted to a more diversified structure of business in the recent past. During the years, Almondz has evolved as a Consulting Company, known for its'' ability to deliver tangible results The Company is poised to become a company with well-diversified business undertakings, focused on building strong businesses, creating value and nurturing leadership. Every arm of the group is being led by young, vibrant leaders with an attention to ethical and legal practices. As an enterprise Almondz strives to adapt and re-invent itself as the market evolves, with the ultimate goal to create value for our clients, shareholders and employees at every step. Almondz Global Securities Limited has floated different subsidiary and associate entities to serve the operational purpose of the group. For more details, please visit Website: www.almondzglobal.com
Almondz Global Infra-Consultant Limited (Stepdown Subsidiary)
Almondz Global Infra-Consultant Limited (AGICL) is an ISO 9001 : 2015 certified company, a Public Limited Company and Wholly Owned Subsidiary of Almondz Global Securities Limited(AGSL). AGICL provides Consultancy Services in multiple infrastructure sectors especially in Roads, Bridges, Highways & Tunnels, Smart Cities, Urban Infrastructure, Water & Waste Water, Tourism, Railways & Metro Rail, Ports & Inland Waterways & Airport. AGICL has been providing services from concept to commissioning like project concept Development, Project structuring, Transaction Advisory Planning, Designing, Engineering, Project Management Consultancy, Supervisionas well as Independent Engineers, safety audits and Operation & Maintenance Services, which has helped AGICL to establish itself as one of the fastest growing Infra consultancy company in the Country. AGICL has completed more than 50 projects in the sector of Road and Highways, Transportation, Urban Infrastructure, water & waste water management, and is currently handling more than 100 projects in multiple sector like Road and Highway (Feasibility, DPR, Project supervision, Proof
checking Safety Audit), Smart city (Conceptualization, planning and implementation), Transaction Advisory, Urban Infrastructure, Tourism etc. AGICL derive strength from its in house team of qualified and experienced professionals in various fields to ensure timely execution of the projects. AGICL employs Qualified professionals in various Fields, who are committed to deliver Quality work with in Budgeted time and cost. AGICL is having Pan India presence and empaneled with more than 30 Government department and agencies. AGICL has been consistently taking initiatives to improve the functional efficiency and remain in sync with the increase in growth of business. Implementation of ERP system and making collaboration with renowned international firms as knowledge partners are some of the recent strategic moves initiated by the company to bring more efficiency in the operation and to ensure better corporate governance. For more details, please visit Website: www.almondzglobalinfra.com
Premier Green Innovations Private limited (Associate of Subsidiary)
Premier Green Innovation Private Limited started its operations in 2015 with the objective of manufacturing and selling Alcoholic Beverages high quality grain ENA/ Ethanol and other alcohol products. The Registered office of the Company is located at F-33/3, Okhla Industrial Area, Phase-II, New Delhi-110020. The Company has a state of the art grain based Distillery with expanded capacity of 85 KLPD and Modern Bottling Plant for Indian Made Foreign Liquor and Country Liquor at Plot No-1, Sansarpur Terrace, Industrial Area, Phase-III, District-Kangra, Himachal Pradesh-176501. The plant is equipped to meet Zero Liquid Discharge (ZLD). The company is setting up 200 KLPD dedicated Ethanol Plant at its existing unit in HP. The Company is FSSC 22000 (Version 4.1): ISO TS 22002- 1:2009 certified and is focused in ensuring Total Quality Management. The Company has laid emphasis on eco-friendly production & strives to excel through implementation of latest technology. Since inception, the Company has seen quick rise through operational excellence, customer satisfaction and forward integration of bottling operations along with sales and distribution of liquor brands. The Company is interested to set up a Greenfield project for manufacturing and supply of Fuel Ethanol in the state of Odisha up to 250 KL per day to be able to increase Ethanol supply and contribute to achieve the national targets of 10% blending.
For more details, please visit Website: https://paplgroup.com/home.php
Almondz Finanz Limited (Wholly Owned Subsidiary)
Almondz Finanz Limited (AFL) was incorporated in 2006 as a wholly owned subsidiary company of Almondz Global Securities Limited. AFL is registered with Reserve Bank of India as a nondeposit accepting Non-Banking Financial Company (NBFC-ND) engaged in providing loans to corporate as well as trading of debt and equity. For more details, please visit Website www.almondz.com
Skiffle Healthcare Services Limited (Stepdown Subsidiary)
Skiffle Healthcare Services Limited (SHSL), was incorporated in December, 2012 with the main objective of setting up SuperSpecialized Eye Care Centres in and around Delhi/NCR. The Company at present is running four eye centres in Delhi and Uttar Pradesh under the brand of âItek Vision Centreâ by providing state-of-the art technology, maintaining high standard of ethical practice and professional competency with emphasis on transparency and
highest level of hospitality. The Company has adopted the latest means to meet the norms, rules, and regulations set by local, State, and national authorities.
Almondz Financial Services Limited (Stepdown Subsidiary)
Almondz Financial Services Limited is a well-diversified financial services company which offers a broad range of financial products and services including investment banking, corporate advisory, valuation services, wealth advisory and research analyst to a substantial and varied client base including Corporate, Institutional, High Net Worth individuals and Retail clients. The company team has experienced management professionals with a deep understanding of the current business landscape. The Company''s corporate governance model is rooted in ethical practices with a robust structure of internal checks and balances The Company provides service to its clients through a network of 6 fully functional offices spread across the country along with 20,000 registered Sub Brokers. For more details, please visit Website: https://almondzfinancial.com/
North Square Projects Private Limited (Stepdown Subsidiary)
North Square Projects Private Limited (NSPPL) is a wholly owned subsidiary of Almondz Global Securities Ltd as was promoted on 6th August 2012 as a Special Purpose Vehicle (SPV) to enter into a Joint Venture for taking up the distillery and bottling business in the name of Premier Alcobev Private Limited. For more details, please visit Website: www.almondz.com.
Almondz Commodities Private Limited (Stepdown Subsidiary)
Almondz Commodities Pvt. Ltd is a subsidiary of Almondz Global Securities Ltd. With nationwide presence, it enables the retail & corporate investors to diversify their portfolio and enjoy the benefits of commodity trading in MCX, NCDEX & NSEL. It''s research team empowers investors to make informed investment decisions. The company offer commodity trading in Gold, Silver, Natural Gas & other commodities. For more details, please visit Website: www.almondz.com
Avonmore Developers Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object of real estate developers and allied activities. The Company is yet to start tis main business due to lack of suitable opportunity in the market.
Glow Apparels Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object to manufacture wearing apparel. The Company is yet to start its main business due to lack of suitable opportunity in the market.
Apricot Infosoft Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object to carry on business in computer related activities like maintenance of websites, creation of multimedia presentations for other firms. The Company is yet to start its main business due to lack of suitable opportunity in the market.
Anemone Holdings Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object to act as holding Company without taking NBFC activities.
Acrokx Reality Private Limited (Subsidiary)
The Company is involved in software publishing, consultancy and supply [Software publishing includes production, supply
and documentation of ready-made (non-customized) software, operating systems software, business & other applications software, computer games software for all platforms.
Red solutions Private Limited (Wholly owned Subsidiary)
The Company is involved in sale and leasing of shops, showrooms, restaurants etc.
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directors'' and âGeneral Meetings'', respectively, have been duly followed by the Company.
17. DIRECTORS AND KEY MANAGERIAL PERSONNELA. DIRECTORS
As on March 31,2024, the Board of Directors of your Company consist of 6 (Six) Directors. Their details are as follows:
|
S. No |
Name of the Directors |
Category |
|
1. |
Mr. Govind Prasad Agrawal |
Non-Executive Director & Chairman |
|
2. |
Mr. Ashok Kumar Gupta |
Managing Director |
|
3. |
Mr. Ajay Kumar |
Non-Executive, Independent, Director |
|
4. |
Mr. Shyam Lal Sunder |
Non-Executive, Independent, Director |
|
5. |
Mr. Bhupinder Singh |
Non-Executive, Independent, Director |
|
6. |
Mrs. Ashu Gupta |
Non-Executive, Women Director |
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.
The Board was duly constituted in compliance with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended March 31, 2024.
Resignation/Cessation
There has been no change in the composition of Board during the financial year except that the following:
⢠In terms of provisions of Regulation 30 read with schedule III of the Listing Regulations and Section 149 (11) of the Companies Act, 2013, this is to inform you that Mr. Shyam Sunder Lal Gupta & Mr. Ajay Kumar ceased to be an Independent Director of the Company upon completion of their second term for 5 (five) Consecutive years w.e.f. September 28, 2024
⢠In Accordance with provision of Section 149(10) of the Companies Act, 2013, Mr. Bhupinder Singh, ceased to be an Independent Director of the Company upon completion of their first term for 5 (five) Consecutive years w.e.f. September 26, 2024 and due to his health condition, he expresses his unwillingness for re-appointment as an Independent Director for second term.
⢠Based on recommendation of Nomination and Remuneration Committee, pursuant to the provisions of Sections 149, 161
& other applicable provisions of the Act and SEBI LODR Regulations, Mr. Satish Chandra Sinha (DIN No: 03598173) was appointed as an Additional Director (Non-Executive & Independent) for a period of 5 years w.e.f. August 14, 2024, subject to the approval of Members at the ensuing Annual General Meeting.
⢠Based on recommendation of Nomination and Remuneration Committee, pursuant to the provisions of Sections 149, 161 & other applicable provisions of the Act and SEBI LODR Regulations, Mrs. Neelu Jain (DIN No: 00227058) was appointed as an Additional Director (Non-Executive & Independent) for a period of 5 years w.e.f. August 14, 2024, subject to the approval of Members at the ensuing Annual General Meeting.
⢠Based on recommendation of Nomination and Remuneration Committee, pursuant to the provisions of Sections 149, 161 & other applicable provisions of the Act and SEBI LODR Regulations, Mr. Raj Kumar Khanna (DIN No: 05180042) was appointed as an Additional Director (Non-Executive & Independent) for a period of 5 years w.e.f. August 14, 2024, subject to the approval of Members at the ensuing Annual General Meeting.
B. RETIREMENT BY ROTATION Mr. Govind Prasad Agrawal
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Govind Prasad Agrawal, Director of the Company is liable to retire by rotation for this year and being eligible, offer himself for re-appointment as Director. Brief resume and other details of Mr. Govind Prasad Agrawal, who is proposed to be re-appointed as a Director of the Company have been furnished, with the explanatory statement to the notice of the ensuing Annual General Meeting.
As on March 31,2024, Mr. Ashok Kumar Gupta, Managing Director, Ms. Sonal, Company Secretary & Compliance Officer and Mr. Shakti Singh, Chief Financial Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the year 7 (Seven) meetings of the Board of Directors were held i.e. May 30, 2023, July 1, 2023, August 14, 2023, October 27, 2023, November 10, 2023, December 18, 2023 and February 14, 2024.
For further details, please refer report on Corporate Governance forming part of the Annual Report.
19. STATEMENT ON DECLARATION âCERTIFICATE OF INDEPENDENCEâ U/S 149(6) FROM INDEPENDENT DIRECTORS
The Board has Independent Directors and there is an appropriate balance of skills, experience and knowledge in the Board to enable it to discharge its functions and duties effectively. The Independent Directors have submitted disclosure that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended.
As on 31st March, 2024, The Audit Committee comprises of two Independent Directors and one Non-Executive Director viz., Mr. Ajay Kumar (Chairman), Mr. Govind Prasad Agrawal and Mr. Shyam Sunder Lal Gupta as other members. More details on the Audit Committee are given in Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.
It is informed that on account of Competition of Term of an Independent Directors of Mr. Shyam Sunder Lal and Mr. Ajay Kumar w.e.f. September 28, 2024, the Board of Directors in their meeting held on 14.08.2024, reconstitute the audit committees by inducting Mr. Satish Chandra Sinha, Chairman & Mrs. Neelu Jain as one of the member of the Committees in place of Mr. Shyam Sunder Lal and Mr. Ajay Kumar w.e.f. September 29, 2024.
The following are the members of the Audit Committee:
|
S. No. |
Name of the Members |
Designation |
Category |
|
1 |
Satish Chandra Sinha |
Chairman |
Non- Executive & Independent Director |
|
2 |
Govind Prasad Agrawal |
Member |
Non- Executive & NonIndependent Director |
|
3 |
Neelu Jain |
Member |
Non- Executive & Independent Director |
21. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended March 31,2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had 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 and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company is listed with Bombay Stock Exchange Ltd (BSE) and *National Stock Exchange of India (NSE). The Listing fees to the stock exchange for FY 2024-25 have been paid.
* The Company has been listed with National Stock Exchange of India w.e.f. 4th January, 2023.23. AUDITORSA. STATUTORY AUDITORS:
In accordance with the provisions of Section 139 of the Act, at the Annual General Meeting held on 29th September, 2022, M/s Mohan Gupta & Company, Chartered Accountants (Firm Registration No. 006519N), were re-appointed as the statutory auditors of the Company, for a second term of five (5) Consecutive years commencing from the conclusion of the 30th Annual General Meeting till the conclusion of the 36th Annual General Meeting, at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company on the recommendation of the Audit Committee from time to time.
Further, the report of the Statutory Auditors along with notes to Schedules for the year ended 31st March, 2024 forms part of this Annual Report. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
In terms of section 204 of the Companies Act, 2013 and Rules framed thereunder and on the recommendation of the Audit Committee, the Board had appointed M/s Neeraj Gupta & Associates, Company Secretaries in Wholetime Practice, as the Secretarial Auditors of the Company for the financial year 2023
24. The Report of the Secretarial Audit Report is annexed herewith as Annexure-II.
In terms of section 204 of the Companies Act, 2013 and Rules framed thereunder and on the recommendation of the Audit Committee, the Board had appointed M/s Ashu Gupta & Co, Company Secretaries in Wholetime Practice, as the Secretarial Auditors of the Almondz Global Securities Limited (AGSL) material subsidiary of the Company for the financial year 2023-24. The Report of the Secretarial Audit Report is annexed herewith as
In terms of section 204 of the Companies Act, 2013 and Rules framed thereunder and on the recommendation of the Audit Committee, the Board had appointed M/s Ashu Gupta & Co, Company Secretaries, in Wholetime Practice, as the Secretarial Auditors of the Anemone Holdings Private Limited, material subsidiary of the Company for the financial year 2023-24. The Report of the Secretarial Audit Report is annexed herewith as Annexure-IV
In terms of section 204 of the Companies Act, 2013 and Rules framed thereunder and on the recommendation of the Audit Committee, the Board had appointed M/s Ashu Gupta & Co, Company Secretaries, in Wholetime Practice, as the Secretarial Auditors of the Almondz Finanz Limited, material subsidiary of the Company for the financial year 2023-24. The Report of the Secretarial Audit Report is annexed herewith as Annexure-V
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
24. MAINTENANCE OF COST RECORDS
During the period under review, the provision of section 148 of the companies Act, 2013 relating to maintenance of cost records does not applicable to the Company.
25. REPORTING OF FRAUDS BY AUDITORS
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee
and / or Board under Section 143(12) of Act and Rules framed thereunder.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(3) (m) of the Companies Act, 2013, and the rules made there under relating to conservation of energy, technology absorption do not apply to your company as it is not a manufacturing Company.
However, your Company has been increasingly using information technology in its operations and promotes conservation of resources.
There was no foreign exchange inflow or Outflow during the year under review.
Disclosures pertaining to remuneration and other details as required under section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014 are provided in Annexure -VI.
Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed Report on Corporate Governance forms part of this Annual Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.
29. GROUP COMING WITHIN THE DEFINITION OF GROUPS DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969 (54 of 1969)
The following persons constitute the Group coming within the definition of group as defined in the Monopolies and Restrictive Practices Act, 1969 (54 of 1969):
Mr. Navjeet Singh Sobti
Navjeet Singh Sobti HUF
Mrs. Gurpreet N. S.Sobti
Innovative Money Matters Private Limited
Almondz Global Securities Limited
Rakam Infrastructures Private Limited
Navjeet Singh Sobti (HUF)
Or any other Company, firm or trust promoted or controlled by the above. The above disclosure has been made; inter alia, for the purpose of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.
Pursuant to the provisions of Section 92(3) read with section 134(3)(a) of the Act read with Rules framed thereunder, the Annual Return as on March 31, 2024, is available on the Company''s
website and can be accessed through the following link www.avonmorecapital.in
32. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered into by the Company during the Financial Year 2023-24 with related parties were in compliance with the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company had obtained prior approval of the Audit Committee for all the related party transactions during the Financial Year 2023-24, as envisaged in Regulation 23(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, the Audit Committee had given prior omnibus approval under Section 177 of the Companies Act, 2013 read with Rule 6(A) of The Companies (Meetings of Board and its Powers) Rules,
2014 read with Regulation 23(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for related party transactions that are foreseen and of repetitive nature during the period under review and the required disclosures are made to the Audit Committee and Board on quarterly basis.
The Company also secures omnibus approval from the Audit Committee for transaction up to INR 1 Crore with related party where the need for Related Party Transaction cannot be foreseen and adequate details are not available.
All related party transactions that were entered during the Financial Year ended March 31, 2024 were on an arm''s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.
Further pursuant to Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has also obtained the prior approval of the shareholders for the material related party transactions entered into by the Company and its subsidiaries.
The details of material related party transaction entered into by the Company during the Financial Year 2023-24 are enumerated in Form AOC-2 as annexed in Annexure - VII under Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of The Companies (Accounts) Rules, 2014.
In addition to above, the disclosure of transactions with related party for the year, as per Indian Accounting Standard-24 (IND AS-24), Related Party Disclosures is given in Note No. 41 of the Notes to the Standalone Financial Statements section of the Annual Report.
The Company has in place, a Board approved Policy on Materiality and Dealing with Related Party Transactions, which is available on the website of the Company at: www.avonmorecapital.in
33. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Due to its low average profitability, the CSR is not applicable on the Company for the period under review, the Board of Directors has constituted a Corporate Social Responsibility Committee to undertake and supervise the CSR Activities of the Company.
During the year under report, no meeting of the Committee was held.
Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been amended substantially with effect from 22 January 2021.
In line with the said amendments, the Board of directors has amended the existing policy. The policy including the composition of the CSR committee is uploaded on the Company''s website www.avonmorecapital.in
34. PARTCULARS OF LOANS GIVEN, INVESTMENTS MADE-GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of loans given, Investments made, guarantees given and securities provided to other Bodies Corporate or persons as covered under the provisions of Section 186 of the Act are given in the Standalone Financial Statements.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
During the year under review, there are no significant or material orders passed by any regulator, court or tribunal impacting the going concern status and Company''s operations in future.
Except that the Registered Office of the Company has been shifted from New Delhi to Maharashtra, Mumbai, India w.e.f. 17th January, 2024.
36. PERFORMANCE EVALUATION OF BOARD. COMMITTEES AND DIRECTORS
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 17(10) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Nomination and Remuneration Committee and the Board of Directors have formulated a policy for performance evaluation (same is covered under the Nomination and Remuneration Policy of the Company) of its own performance, of various mandatory Committees of the Board and of the individual Directors.
Further, SEBI vide its circular (Ref. no. SEBI/HO/CFD/CMD/ CIR/ P/2017/004) dated January 5, 2017 issued a guidance note on Board Evaluation for listed companies. In view of the same and in terms of Board approved Nomination & Remuneration Policy of the Company, the Independent Directors in their separate meeting held on May 30, 2024 under Regulation 25(4) of the Listing Regulations and Schedule IV of the Companies Act, 2013 had:
(i) reviewed the performance of Non-Independent Directors and the Board of Directors as a whole;
(ii) reviewed the performance of the Chairperson of the Company, taking into account the views of executive and non-executive Directors; and
(iii) assessed the quality, quantity and timelines of flow of information between the Company management and the Board of Directors that was necessary for the Board of Directors to effectively and reasonably perform their duties.
Further, in terms of the provisions of Regulation 19(4) read with Part D of Schedule II of the Listing Regulations and Section 178 of the Companies Act, 2013, the performance evaluation process of all the Independent and Non-Independent Directors of the Company was carried out by the Nomination and Remuneration Committee in its meeting held on May 30, 2024.
Further, in terms of Regulation 17(10) of the Listing Regulations and Schedule IV of the Companies Act, 2013, the Board of Directors also in their meeting held on May 30, 2024 carried out
the performance evaluation of its own performance and that of its Committees and of the individual Directors.
The entire performance evaluation process was completed to the satisfaction of Board.
The Company believes that the quality of employees is the key to its success. In view of this, it is committed to equip them with skills, enabling them to evolve with technological advancements Considering the health and safety of employees and advisories, orders and directions issued by State and Central Governments to restrict the novel coronavirus, the Company implemented a work from home policy to ensure employee safety.
38. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
A Risk Management Policy for the Company has been adopted by the Board. The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is managed by the Board through appropriate structures that are in place at your Company, including suitable reporting mechanisms.
Your Company formulated and implemented a Code of Conduct for Prevention of Insider Trading (Code) in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. The Company has adopted code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in terms of new Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors appointed the Company Secretary, as the Compliance Officer under the said Code responsible for complying with the procedures, monitoring adherence to the Code for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board of Directors. The Code is available on the website of the Company at www.avonmorecapital.in
40. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177 (9) & (10) of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015 Company has established a Vigil Mechanism for its Directors and employees to report their genuine concerns or grievances, actual or suspected fraud or violation of the Codes of Conduct or policy. The said mechanism encompasses the Whistle Blower Policy and provides for adequate safeguards against victimization of persons who use such mechanism. It also provides direct access to the Chairman of the Audit Committee. The said policy is placed on Company''s website at www.avonmorecapital.in.
41. NOMINATION AND REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors have adopted a Policy on Directors appointment and remuneration, including the criteria for determining qualification positive attributes independence of a Director and other matters. The Remuneration policy for directors, Key Managerial Personnel, Senior Management and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Remuneration policy aims to ensure that the level and composition of the remuneration
of Directors, Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company.
The said policy is uploaded on the website of the Company at www.avonmorecapital.in.
42. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
A policy on Prevention of Sexual Harassment of Women on working place and the scope of which cover the whole group has been formulated and implemented. An Internal Complaints Committee has been constituted to redress the complaints regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year:
a. Number of complaints pending at the beginning of the year: Nil
b. Number of complaints received during the year: Nil
c. Number of complaints disposed off during the year: Nil
d. Number of cases pending at the end of the year: Nil.
Your Company internal control systems are designed to ensure operational efficiency, accuracy and promptness in financial reporting and compliance with Laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the management and are reviewed by the Audit Committee of the Board, which also reviews the adequacy and effectiveness of the internal controls. Your Company internal control system is commensurate with its size, nature and operations.
44. DISCLOSURES UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
Your Company has neither filed any application nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the reporting year, hence no disclosure is required under this section.
Further, there are no details required to be reported with regard to 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 as your Company has not done any settlement with any Bank or Financial Institutions since its inception.
As per the SEBI (LODR) Regulations, corporate governance report with auditors'' certificate thereon and management discussion and analysis are attached, which form part of this report. Details of the familiarization programme of the Independent Directors are available on the website of the Company www.avonmorecapital.in Policy for determining material subsidiaries of the Company is available on the website of the Company www.avonmorecapital.in. Policy on dealing with related party transactions is available on the website of the Company www.avonmorecapital.in
The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including
Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the SEBI (LODR) Regulations.
Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. The Board of Directors also wish to place on record their appreciation for the commitment displayed by all the employees for their commitment, commendable efforts, team work and professionalism, in the performance of the Company during the year.
Mar 31, 2023
The Directors are pleased to present the 3181 Annual Report on the operational and business performance of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2023.
1. FINANCIAL SUMMARY / HIGHLIGHTS
The summarized financial performances for the Financial Year ended March 31,2023 are as under:
|
(Rs. In Lakhs) |
||||||
|
Particulars |
2022-23 |
2021-22 |
||||
|
Standalone |
Consolidated |
Standalone |
Consolidated |
|||
|
Total Income |
3,538.65 |
21,479.00 |
415.26 |
8,719.00 |
||
|
Profit before Finance cost and Depreciation |
3,285.23 |
15,908.00 |
239.74 |
5,304.00 |
||
|
Less: Finance cost |
577.40 |
310.00 |
48.14 |
511.00 |
||
|
Profit before Depreciation |
2,707.83 |
15,598.00 |
191.6 |
4,793.00 |
||
|
Less: Depreciation |
1.81 |
226.00 |
0.56 |
247.00 |
||
|
Profit before Exceptional Items |
2,706.02 |
15,372.00 |
191.04 |
4,546.00 |
||
|
Profit before Tax |
2,706.02 |
15,372.00 |
191.04 |
4,546.00 |
||
|
Less: Current Tax |
690.01 |
3,190.00 |
56.38 |
520.00 |
||
|
Income Tax for earlier years |
0.49 |
(16.00) |
0.30 |
(10.00) |
||
|
Deferred Tax |
(9.50) |
12.00 |
(3.39) |
(8.00) |
||
|
Profit after Tax |
2,025.02 |
12,186.00 |
137.75 |
4,044.00 |
||
|
Other comprehensive Income |
35.80 |
38.00 |
1.79 |
35.00 |
||
|
Total Comprehensive Income |
2,060.83 |
12,224.00 |
139.54 |
4,079.00 |
||
|
Financial Highlights of Subsidiaries/Associates (Rs. In Lakhs) |
||||||
|
Particulars |
2022-23 |
|||||
|
Total Income |
Total Expenses |
Profit/(Loss) for the year |
||||
|
Almondz Global Securities Limited |
2,952.94 |
2,552.35 |
327.41 |
|||
|
Anemone Holdings Private Limited |
10,801.08 |
53.96 |
8,429.93 |
|||
|
Almondz Infosystem Private Limited |
0.31 |
1.23 |
(0.93) |
|||
|
Apricot Infosoft Private Limited |
5.57 |
1.44 |
3.59 |
|||
|
Avonmore Developers Private Limited |
Nil |
0.15 |
(0.15) |
|||
|
Red Solutions Private Limited |
1.01 |
120.71 |
(109.25) |
|||
|
Glow Apparels Private Limited |
Nil |
1.22 |
(0.70) |
|||
PERFORMANCE REVIEW AND THE STATE OF COMPANYâS AFFAIRS:
Your Company has prepared the Financial Statements for the financial year ended March 31,2023 in terms of Sections 129, 133 and Schedule III to the Companies Act, 2013 (as amended) (the âActâ) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The total income of your Company on standalone basis was Rs. 3,538.65 Lakhs as compared to Rs. 415.26 lakhs for the previous financial year 2021-2022. Profit before tax (PBT) was Rs.2,706.02 Lakhs as compared to Rs. 191.04 Lakhs in the previous financial year 2021-2022. The Company''s consolidated total income for the financial year 202223 was Rs.21,479.00 Lakhs as compared to Rs.8,719.00 Lakhs in the previous financial year 2021-22. Consolidated Profit before tax (PBT) was Rs. 15,372.00 Lakhs as compared to Rs.4,546.00 Lakhs in the previous financial year 2021-22.
The Board of Directors does not recommend any dividend on the Equity Shares of the Company for the current financial year.
Under section 45-IC (1) of Reserve Bank of India (âRBI'') Act, 1934, non-banking financial companies (âNBFCs'') are required to transfer
a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, Avonmore Capital & Management Services Limited (the âCompany'') has transferred a sum of Rs.405.48 Lakh to its reserve fund.
4. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY
Information on State of Affairs of the Company is given in the Management Discussion and Analysis Report in accordance with Regulation 34(3) and Schedule V(C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
5. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (âInd AS''), forms part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company. The annual accounts of the subsidiaries companies and related detailed information are available on the website of the Company and the same may be obtained by writing to the Company Secretary at the Registered e-mail ID of the Company. The consolidated financial results reflect the operations of Subsidiaries Companies. The Company has adopted a Policy for determining Material
Subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ). The Policy, as approved by the Board, is uploaded on the Company''s website www.avonmorecapital.in
In conformity with the provisions of Listing Regulations, the Cash Flow Statement for the year ended March 31, 2023 is annexed hereto.
7. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company and the date of this Report. Except, that during the year, pursuant to the provisions of Section 68 and other applicable provisions of the companies act, 2013 and SEBI (Buyback of Securities) Regulations 2018, the Board of Directors of the company at their meeting held on 30th May, 2022 approved the buyback of 9,17,680 (Nine Lakh Seventeen Thousand Six Hundred Eighty) fully paid-up equity shares of face value of Rs. 10/- each (âEquity Shareâ) representing approx. 3.78 % of the total number of fully paid-up Equity Shares in the paid up share capital of the Company at a price of Rs. 95 (Rupees Ninety Five only) per Equity Share (the âBuy Back Offer Priceâ) payable in cash for an aggregate consideration not exceeding Rs. 8,71,79,600 (Rupees Eight Crore Seventy One Lakh Seventy Nine thousand Six Hundred only ) (the âbuyback offer sizeâ).
The Buyback was completed successfully and accordingly, 9,17,680 equity shares has been extinguished w.e.f.28th July, 2022.
The Company is registered with the Reserve Bank of India as a NBFC within the provisions of the NBFC (Reserve Bank of India) Directions, 1998. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it.
During the year, the issued, subscribed and paid up share capital of the Company as on 31st March, 2023 was at Rs. 2335.32 lakhs divided into 2,33,53,220 Equity Shares of Rs. 10 each. During the year under review, the Company has not issued any shares.
Further, pursuant to the provisions of Section 68 and other applicable provisions of the companies act, 2013 and SEBI (Buyback of Securities) Regulations 2018, the Board of Directors of the company at their meeting held on 30th May, 2022 approved the buyback of 9,17,680 (Nine Lakh Seventeen Thousand Six Hundred Eighty) fully paid-up equity shares of face value of Rs. 10/- each (âEquity Shareâ) representing approx. 3.78 % of the total number of fully paid-up Equity Shares in the paid up share capital of the Company. The Buyback was completed successfully and accordingly, 9,17,680 equity shares has been extinguished. At present the issued, subscribed and paid up share capital of the Company as on date is 2335.32 lakhs divided into 2,33,53,220 Equity Shares of Rs. 10 each.
10. CHANGE IN NATURE OF BUSINESS
During the year there was no change in the nature of business of the Company.
Your Company had neither accepted any Public Deposits during the year nor does the Company have any plan to accept any deposits from the public
12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As on March 31,2023, your Company has the following entities as its subsidiaries and Associates:
a. Almondz Infosystem Private Limited
b. Almondz Global Securities Limited
c. Red Solutions Private Limited
d. Apricot Infosoft Private Limited
e. Avonmore Developers Private Limited
f. Anemone Holdings Private Limited
g. Glow Apparels Private Limited
Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a Company''s Subsidiary or Subsidiaries, Associate Company or Companies in the prescribed format AOC-1 which form part of the Annual Report as Annexure-I.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website at www.avonmorecapital.in.
13. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the year under review, Willis Towers Watson India Insurance Brokers Private Limited (Associate through its subsidiary Anemone Holdings Pvt. Limited) ceased to be associates of Avonmore Capital & Management Services Limited w.e.f. 08.04.2022.
Almondz Global Securities Limited and Anemone Holdings Private Limited is a material subsidiary of the Company as per the thresholds laid down under the Listing Regulations. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy was revised effective from April 1, 2022 in line with the amendments made to the Listing Regulations. The Policy has been uploaded on the Company''s website at http://www.avonmorecapital.in/pdf/material policy.pdf.
15. PERFORMANCE OF SUBSIDIARIES COMPANIES Almondz Global Securities Limited (Subsidiary Company)
Almondz Global Securities Limited (AGSL) is a leading advisory and consultancy firm since 1994 which offers a bouquet of services in the Strategic Advisory, Transaction Advisory, Business Transformation Advisory, Turnaround and restructuring, Risk advisory, Insolvency activities, Capital raising advisory both in Equity and Debt markets, Valuation services for Financial assets Wealth management advisory and Equity broking. Almondz was set up by a team that was young, aggressive and hungry for opportunities to make profitable deals. With the help of rapidly evolving business models and the flexibility to adapt to the demands of a changing marketplace, Almondz has been able to deftly navigate through the Indian Business landscape. Ever since
it''s foundation over two decades ago, Almondz has been able to make its mark in the financial services sector.
Responding to changing business dynamics, the group has pivoted to a more diversified structure of business in the recent past. During the years, Almondz has evolved as a Consulting Company, known for its'' ability to deliver tangible results The Company is poised to become a company with well-diversified business undertakings, focused on building strong businesses, creating value and nurturing leadership. Every arm of the group is being led by young, vibrant leaders with an attention to ethical and legal practices. As an enterprise Almondz strives to adapt and reinvent itself as the market evolves, with the ultimate goal to create value for our clients, shareholders and employees at every step. Almondz Global Securities Limited has floated different subsidiary and associate entities to serve the operational purpose of the group. For more details, please visit Website: www.almondzglobal. com
Almondz Global Infra-Consultant Limited (Step down Subsidiary)
Almondz Global Infra-Consultant Limited (AGICL) is an ISO 9001:2015 certified company, a Public Limited Company and Wholly Owned Subsidiary of Almondz Global Securities Limited (AGSL). AGICL provides Consultancy Services in multiple infrastructure sectors especially in Roads, Bridges, Highways & Tunnels, Smart Cities, Urban Infrastructure, Water & Waste Water, Tourism, Railways & Metro Rail, Ports & Inland Waterways & Airport. AGICL has been providing services from concept to commissioning like project concept Development, Project structuring, Transaction Advisory Planning, Designing, Engineering, Project Management Consultancy, Supervision as well as Independent Engineers, safety audits and Operation & Maintenance Services, which has helped AGICL to establish itself as one of the fastest growing Infra consultancy company in the Country. AGICL has completed more than 50 projects in the sector of Road and Highways, Transportation, Urban Infrastructure, water & waste water management, and is currently handling more than 100 projects in multiple sector like Road and Highway (Feasibility, DPR, Project supervision, Proof checking Safety Audit), Smart city (Conceptualization, planning and implementation), Transaction Advisory, Urban Infrastructure, Tourism etc. AGICL derive strength from its in house team of qualified and experienced professionals in various fields to ensure timely execution of the projects. AGICL employs Qualified professionals in various Fields, who are committed to deliver Quality work with in Budgeted time and cost. AGICL is having Pan India presence and empaneled with more than 30 Government department and agencies. AGICL has been consistently taking initiatives to improve the functional efficiency and remain in sync with the increase in growth of business. Implementation of ERP system and making collaboration with renowned international firms as knowledge partners are some of the recent strategic moves initiated by the company to bring more efficiency in the operation and to ensure better corporate governance.. For more details, please visit Website: www.almondzglobalinfra.com
Premier Alcobev Private limited (Joint Venture of Subsidiary)
PREMIER ALCOBEV PVT. LTD. (PAPL) started its operations in 2015 with the objective of manufacturing and selling Alcoholic Beverages high quality grain ENA/ Ethanol and other alcohol
products. The Registered office of the Company is located at F-33/3, Okhla Industrial Area, Phase-II, New Delhi-110020. The Company has a state of the art grain based Distillery with expanded capacity of 85 KLPD and Modern Bottling Plant for Indian Made Foreign Liquor and Country Liquor at Plot No-1, Sansarpur Terrace, Industrial Area, Phase-III, District-Kangra, Himachal Pradesh-176501. The plant is equipped to meet Zero Liquid Discharge (ZLD). The company is setting up 200 KLPD dedicated Ethanol Plant at its existing unit in HP. The Company is FSSC 22000 (Version 4.1): ISO TS 22002- 1:2009 certified and is focused in ensuring Total Quality Management. The Company has laid emphasis on eco-friendly production & strives to excel through implementation of latest technology. Since inception, the Company has seen quick rise through operational excellence, customer satisfaction and forward integration of bottling operations along with sales and distribution of liquor brands. The Company is interested to set up a Greenfield project for manufacturing and supply of Fuel Ethanol in the state of Odisha up to 250 KL per day to be able to increase Ethanol supply and contribute to achieve the national targets of 10% blending.
For more details, please visit Website:https://paplgroup.com/ home.php
Almondz Finanz Limited (Step down Subsidiary)
Almondz Finanl Limited (AFL) was incorporated in 2006 as a wholly owned subsidiary company of Almondz Global Securities Limited. AFL is registered with Reserve Bank of India as a nondeposit accepting Non Banking Financial Company (NBFC-ND) engaged in providing loans to corporate as well as trading of debt and equity. For more details, please visit Website: www.almondz. com
Skiffle Healthcare Services Limited (Step down Subsidiary)
Skiffle Healthcare Services Limited (SHSL), was incorporated in December, 2012 with the main objective of setting up SuperSpecialized Eye Care Centres in and around Delhi/NCR. The Company at present is running four eye centres in Delhi and Uttar Pradesh under the brand of âItek Vision Centreâ by providing state-of-the art technology, maintaining high standard of ethical practice and professional competency with emphasis on transparency and highest level of hospitality. The Company has adopted the latest means to meet the norms, rules, and regulations set by local, State, and national authorities. The centres are specialised in Cataract, Glaucoma, Paediatric, Neuro-ophthalmology, Cornea, Retina, LASIK and Oculoplasty services. For more details, please visit Website:www.itekvisioncentre.com
Almondz Financial Services Limited (Step down Subsidiary)
Almondz Financial Services Limited is a well-diversified financial services company which offers a broad range of financial products and services including investment banking, corporate advisory, valuation services, wealth advisory and research analyst to a substantial and varied client base including Corporate, Institutional, High Net Worth individuals and Retail clients. The company team has experienced management professionals with a deep understanding of the current business landscape. The Company''s corporate governance model is rooted in ethical practices with a robust structure of internal checks and balances The Company provides service to its clients through a network of 6 fully functional offices spread across the country along with 20,000 registered Sub Brokers. For more details, please visit Website: https://almondzfinancial.com/
North Square Projects Private Limited (Step down Subsidiary)
North Square Projects Private Limited (NSPPL) is a wholly owned subsidiary of Almondz Global Securities Ltd as was promoted on 6th August 2012 as a Special Purpose Vehicle (SPV) to enter in to a Joint Venture for taking up the distillery and bottling business in the name of Premier Alcobev Private Limited. For more details, please visit Website:www.almondz.com.
Almondz Commodities Private Limited (Step down Subsidiary)
Almondz Commodities Pvt. Ltd is a subsidiary of Almondz Global Securities Ltd. With nationwide presence, it enables the retail & corporate investors to diversify their portfolio and enjoy the benefits of commodity trading in MCX, NCDEX & NSEL. It''s research team empowers investors to make informed investment decisions. The company offer commodity trading in Gold, Silver, Natural Gas & other commodities. For more details, please visit Website: www.almondz.com
Avonmore Developers Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object of real estate developers and allied activities. The Company is yet to start its main business due to lack of suitable opportunity in the market.
Glow Apparels Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object to manufacture wearing apparel. The Company is yet to start its main business due to lack of suitable opportunity in the market.
Apricot Infosoft Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object to carry on business in computer related activities like maintenance of websites, creation of multimedia presentations for other firms. The Company is yet to start its main business due to lack of suitable opportunity in the market.
Anemone Holdings Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object to act as holding Company without taking NBFC activities.
Almondz Infosystem Private Limited (Wholly owned Subsidiary)
The Company is involved in software publishing, consultancy and supply [Software publishing includes production, supply and documentation of ready-made (non-customized) software, operating systems software, business & other applications software, computer games software for all platforms.
Red solutions Private Limited (Wholly owned Subsidiary)
The Company is involved in sale and leasing of shops, showrooms, restaurants etc.
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directors'' and âGeneral Meetings'', respectively, have been duly followed by the Company.
17. DIRECTORS AND KEY MANAGERIAL PERSONNELA. DIRECTORS
As on March 31,2023, the Board of Directors of your Company consist of 6 (Six) Directors. Their details are as follows:
|
S. No |
Name of the Directors |
Category |
|
1. |
Mr. Govind Prasad Agrawal |
Non-Executive, NonIndependent, Director |
|
2. |
Mr. Ashok Kumar Gupta |
Managing Director |
|
3. |
Mr. Ajay Kumar |
Non-Executive, Independent, Director |
|
4. |
Mr. Shyam Lal Sunder |
Non-Executive, Independent, Director |
|
5. |
Mr. Bhupinder Singh |
Non-Executive, Independent, Director |
|
6. |
Mrs. Ashu Gupta |
Non-Executive, Non Independent, Women Director |
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.
The Board was duly constituted in compliance with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended March 31, 2023.
Resignation/Cessation
There has been no change in the composition of Board during the financial year and upto the date of report.
B. RETIREMENT BY ROTATION Mrs. Ashu Gupta
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Ashu Gupta, Director of the Company is liable to retire by rotation for this year and being eligible, offer herself for re-appointment as Director. Brief resume and other details of Mrs. Ashu Gupta, who is proposed to be re-appointed as a Director of the Company have been furnished, with the explanatory statement to the notice of the ensuing Annual General Meeting.
As on March 31,2023,Mr. Ashok Kumar Gupta, Managing Director, Ms. Sonal, Company Secretary & Compliance Officer and Mr. Shakti Singh, Chief Financial Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the year 5 (Five) meetings of the Board of Directors were held i.e. May 13, 2022, May 30, 2022, August 12, 2022, November 14, 2022 and February 14, 2023.
For further details, please refer report on Corporate Governance forming part of the Annual Report.
19. STATEMENT ON DECLARATION âCERTIFICATE OF INDEPENDENCEâ U/S 149(6) FROM INDEPENDENT DIRECTORS
The Board has Independent Directors and there is an appropriate balance of skills, experience and knowledge in the Board to enable it to discharge its functions and duties effectively. The
Independent Directors have submitted disclosure that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
As on 31st March, 2023, The Audit Committee comprises of two Independent Directors and one Non-Executive Director viz., Mr. Ajay Kumar (Chairman), Mr. Govind Prasad Agrawal and Mr.Shyam Sunder Lal Gupta as other members. More details on the Audit Committee are given in Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.
21. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had 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 and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company is listed with Bombay Stock Exchange Ltd (BSE) and *National Stock Exchange of India (NSE). The Listing fees to the stock exchange for FY 2023-24 have been paid.
*The Company has been listed with National Stock Exchange of India w.e.f. 4th January, 2023.
23. AUDITORSA. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, the Current auditors of the Company M/s Mohan Gupta & Company, Chartered Accountants (Firm Registration No. 006519N), were appointed by the shareholders at the 25th Annual General Meeting held to hold office until the conclusion of the 30th Annual General Meeting.
The Statutory Auditors would retire at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment for a second term of 5 consecutive years commencing
from the conclusion of ensuing Annual General Meeting of the Company. The Audit Committee and the Board at their meeting held on 12th August, 2022 has considered and recommended the re-appointment of M/s. Mohan Gupta & Company, Chartered Accountants (Firm Registration Number: 006519N) as Statutory Auditors of the Company for a second term of 5 consecutive years commencing from the conclusion of the 30th Annual General Meeting till the conclusion of the 36th Annual General Meeting.
Further, the report of the Statutory Auditors along with notes to Schedules for the year ended 31st March, 2023 forms part of this Annual Report. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
In terms of section 204 of the Companies Act, 2013 and Rules framed thereunder and on the recommendation of the Audit Committee, the Board had appointed M/s Neeraj Gupta & Associates, Company Secretaries in Wholetime Practice, as the Secretarial Auditors of the Company for the financial year 202223. The Report of the Secretarial Audit Report is annexed herewith as Annexure-II.
In terms of section 204 of the Companies Act, 2013 and Rules framed thereunder and on the recommendation of the Audit Committee, the Board had appointed M/s Ashu Gupta & Co, Company Secretaries in Wholetime Practice, as the Secretarial Auditors of the Almondz Global Securities Limited (AGSL) material subsidiary of the Company for the financial year 2022-23. The Report of the Secretarial Audit Report is annexed herewith as Annexure-III.
In terms of section 204 of the Companies Act, 2013 and Rules framed thereunder and on the recommendation of the Audit Committee, the Board had appointed M/s Ashu Gupta & Co, Company Secretaries, in Wholetime Practice, as the Secretarial Auditors of the Anemone Holdings Private Limited, material subsidiary of the Company for the financial year 2022-23. The Report of the Secretarial Audit Report is annexed herewith as Annexure-IV
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
24. MAINTENANCE OF COST RECORDS
During the period under review, the provision of section 148 of the companies Act, 2013 relating to maintenance of cost records does not applicable to the Company.
25. REPORTING OF FRAUDS BY AUDITORS
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(3)(m) of the Companies Act, 2013, and the rules made there under relating to conservation of energy, technology absorption do not apply to your company as it is not a manufacturing Company.
However, your Company has been increasingly using information technology in its operations and promotes conservation of resources.
There was no foreign exchange inflow or Outflow during the year under review.
Disclosures pertaining to remuneration and other details as required under section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014 are provided in Annexure -V.
Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed Report on Corporate Governance forms part of this Annual Report. A certificate of Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.
29. GROUP COMING WITHIN THE DEFINITION OF GROUPS DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969(54 of 1969)
The following persons constitute the Group coming within the definition of group as defined in the Monopolies and Restrictive Practices Act, 1969 (54 of 1969):
Mr. Navjeet Singh Sobti
Navjeet Singh Sobti HUF
Mrs. Gurpreet N. S.Sobti
Innovative Money Matters Private Limited
Almondz Global Securities Limited
Rakam Infrastructures Private Limited
Or any other Company, firm or trust promoted or controlled by the above. The above disclosure has been made; inter alia, for the purpose of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31,2023, is available on the Company''s website and can be accessed at www.avonmorecapital.in
32. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023 and hence does not form part of this report. All the transactions with related party has been disclosed in the financial statement and forming part of this report.
Further, the board has approved a policy for related party transactions which has been uploaded on the Company''s website at the following link www.avonmorecapital.in
33. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Due to its low average profitability, the CSR is not applicable on the Company for the period under review, the Board of Directors has constituted a Corporate Social Responsibility Committee to undertake and supervise the CSR Activities of the Company.
During the year under report, no meeting of the Committee was held.
Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been amended substantially with effect from 22 January 2021.
In line with the said amendments, the Board of directors has amended the existing policy. The policy including the composition of the CSR committee is uploaded on the Company''s website www.avonmorecapital.in
34. PARTCULARS OF LOANS GIVEN, INVESTMENTS MADE-GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of loans given, Investments made, guarantees given and securities provided to other Bodies Corporate or persons as covered under the provisions of Section 186 of the Act are given in the Standalone Financial Statements.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
During the year under review, there are no significant or material orders passed by any regulator, court or tribunal impacting the going concern status and Company''s operations in future.
*The Company has received approval for shifting of registered office from Regional Director vides its order passed on 17.01.2023, however, due to some technical issue on MCA portal, the relevant form for shifting of office has not been filed till the period under report.
36. PERFORMANCE EVALUATION OF BOARD. COMMITTEES AND DIRECTORS
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 17(10) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Nomination and Remuneration Committee and the Board of Directors have formulated a policy for performance evaluation (same is covered under the Nomination and Remuneration Policy of the Company) of its own performance, of various mandatory Committees of the Board and of the individual Directors.
Further, SEBI vide its circular (Ref. no. SEBI/HO/CFD/CMD/ CIR/ P/2017/004) dated January 5, 2017 issued a guidance note on Board Evaluation for listed companies. In view of the same and in terms of Board approved Nomination & Remuneration Policy of the Company, the Independent Directors in their separate meeting held on May 30, 2023 under Regulation 25(4) of the Listing Regulations and Schedule IV of the Companies Act, 2013 had:
(i) reviewed the performance of Non-Independent Directors and the Board of Directors as a whole;
(ii) reviewed the performance of the Chairperson of the Company, taking into account the views of executive and non-executive Directors; and
(iii) assessed the quality, quantity and timelines of flow of information between the Company management and the Board of Directors that was necessary for the Board of Directors to effectively and reasonably perform their duties.
Further, in terms of the provisions of Regulation 19(4) read with Part D of Schedule II of the Listing Regulations and Section 178 of the Companies Act, 2013, the performance evaluation process of all the Independent and Non-Independent Directors of the Company was carried out by the Nomination and Remuneration Committee in its meeting held on May 30, 2023.
Further, in terms of Regulation 17(10) of the Listing Regulations and Schedule IV of the Companies Act, 2013, the Board of Directors also in their meeting held on May 30, 2023 carried out the performance evaluation of its own performance and that of its Committees and of the individual Directors.
The entire performance evaluation process was completed to the satisfaction of Board.
37. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
A Risk Management Policy for the Company has been adopted by the Board. The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is managed by the Board through appropriate structures that are in place at your Company, including suitable reporting mechanisms.
Your Company formulated and implemented a Code of Conduct for Prevention of Insider Trading (Code) in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. The Company has adopted code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in terms of new Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors appointed the Company Secretary, as the Compliance Officer under the said Code responsible for complying with the procedures, monitoring adherence to the Code for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board of Directors. The Code is available on the website of the Company at www.avonmorecapital.in
39. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015 Company has established a Vigil Mechanism for its Directors and employees to report their genuine concerns or grievances, actual or suspected fraud or violation of the Codes of Conduct or policy. The said mechanism encompasses the Whistle Blower Policy and provides for adequate safeguards against victimization of persons who use such mechanism. It also provides direct access to the Chairman of the Audit Committee. The said policy is placed on Company''s website at www.avonmorecapital.in.
40. NOMINATION AND REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors have adopted a Policy on Directors appointment and remuneration, including the criteria for determining qualification positive attributes independence of a Director and other matters. The Remuneration policy for directors, Key Managerial Personnel, Senior Management and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Remuneration policy aims to ensure that the level and composition of the remuneration of Directors, Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company.
The said policy is uploaded on the website of the Company at www.avonmorecapital.in.
41. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
A policy on Prevention of Sexual Harassment of Women on working place and the scope of which cover the whole group has been formulated and implemented. An Internal Complaints Committee has been constituted to redress the complaints regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed of during the year:
a. Number of complaints pending at the beginning of the year: Nil
b. Number of complaints received during the year: Nil
c. Number of complaints disposed off during the year: Nil
d. Number of cases pending at the end of the year: Nil.
Your Company internal control systems are designed to ensure operational efficiency, accuracy and promptness in financial reporting and compliance with Laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the management and are reviewed by the Audit Committee of the Board, which also reviews the adequacy and effectiveness of the internal controls. Your Company internal control system is commensurate with its size, nature and operations.
43. DISCLOSURES UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016
Your Company has neither filed any application nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the reporting year, hence no disclosure is required under this section.
Further, there are no details required to be reported with regard to 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 as your Company has not done any settlement with any Bank or Financial Institutions since its inception.
As per the SEBI (LODR) Regulations, corporate governance report with auditors'' certificate thereon and management discussion and analysis are attached, which form part of this report. Details of the familiarization programme of the Independent Directors are available on the website of the Company www.avonmorecapital. jn. Policy for determining material subsidiaries of the Company is available on the website of the Company www.avonmorecapital. in.. Policy on dealing with related party transactions is available on the website of the Company www.avonmorecapital.in
The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this
policy are in line with the provisions of the Section 177(9) of the Act and the SEBI (LODR) Regulations.
Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. The Board of Directors also wish to place on record their appreciation for the commitment displayed by all the employees for their commitment, commendable efforts, team work and professionalism, in the performance of the Company during the year.
Mar 31, 2018
To the Members,
The Board of Directors of your Company have pleasure in presenting the 26th Annual Report of Avonmore Capital & Management Services Limited alongwith the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2018.
FINANCIAL SUMMARY / HIGHLIGHTS
The standalone and consolidated financial highlights of your Company are as follows:
(Rs. in Lakh)
|
Particulars |
2017-18 |
2016-17 |
||
|
Standalone |
Consolidated |
Standalone |
Consolidated |
|
|
Total Income |
2,710.54 |
10,333.20 |
691.69 |
6129.09 |
|
Total expenditure |
84.26 |
7,235.06 |
70.40 |
5,596.79 |
|
Profit before Tax |
2,626.22 |
3,098.18 |
621.29 |
528.82 |
|
Tax expenses |
558.46 |
576.39 |
0.66 |
8.93 |
|
Profit after Tax |
2,067.76 |
2,521.80 |
620.62 |
519.88 |
|
Profit available for appropriation |
1654.21 |
2030.34 |
496.50 |
481.65 |
STANDALONE & CONSOLIDATED FINANCIALS
Total revenues for the financial year ended March 31, 2018 amounted to Rs. 2,710.54 Lakhs as compared to Rs. 691.69 Lakhs in the previous financial year. As per the Consolidated Accounts, the total revenues are Rs. 10333.20 Lakhs, as against the previous financial year''s revenue of Rs. 6129.09 Lakhs. Net Profit for the financial year 201718 is amounted to Rs. 2,067.76 Lakhs as against Rs.620.62 Lakhs in the previous financial year. As per the Consolidated Accounts, the net profit for the financial year 2017-18 is Rs. 2521.80 Lakhs as against the profit of Rs. 519.88 Lakhs in the previous financial year.
DIVIDEND
The Board of Directors does not recommend any dividend on the Equity Shares of the Company for the current financial year due to conservation of Profits for the future aspects.
RESERVES
Our Company has in accordance with the provisions of Section 45-IC of the Reserve Bank of India (RBI) Act, 1934, created a Reserve Fund and during the year under review the Company has transferred an amount of Rs. 413.55 Lakhs out of the profits of the year to the said Reserve Fund.
The Company proposes the total amount of Rs. 1654.21 Lakhs available for appropriation to be retained in the profit and loss account.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015 and Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements as per the Accounting Standards applicable to the Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. Audited Consolidated Financial Statements along with the Auditors'' Report are annexed with this Report. The said Financial Statements are also available on the website of the Company at www.avonmorecapital.in.
CASH FLOW STATEMENT
In conformity with the provisions of Listing Regulations, the Cash Flow Statement for the year ended March 31, 2018 is annexed hereto.
INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
Your Company has acquired 51% stake in âTRP Social Consultants Private Limited'' and it has become a subsidiary of Avonmore Capital & Management Services Limited w.e.f. June 15, 2018.
There are no other material changes or commitments affecting the financial position of the Company which have occurred between March 31, 2018 and August 13, 2018, being the date of this report.
RBI GUIDELINES
The Company is registered with the Reserve Bank of India as a NBFC within the provisions of the NBFC (Reserve Bank of India) Directions, 1998. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it.
SHARE CAPITAL
During the year under review, the Company has not issued shares or increased its Share Capital.
PUBLIC DEPOSITS
Your Company had neither accepted any Public Deposits during the year nor does the Company have any plan to accept any deposits from the public.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As on March 31, 2018, your Company has the following entities as its subsidiaries and Associates:
a. Almondz Infosystem Private Limited.
b. Almondz Global Securities Limited.
c. Latitude 23 Communications Limited.
d. Red Solutions Private Limited.
e. Apricot Infosoft Private Limited.
f. Avonmore Developers Private Limited.
g. Anemone Holdings Private Limited.
h. Glow Apparels Private Limited.
i. Shivsathi Niketan Limited.
j. Yug Infrastructures Private Limited. (Associate through subsidiary) k. Carya Chemicals & Fertilizers Private Limited. (Associate through subsidiary)
l. Willis Towers Watson India Insurance Brokers Private Limited (formerly known as Almondz Insurance Brokers Private Limited.) (Associate through subsidiary)
During the year under review, Willis Towers Watson India Insurance Brokers Private Limited (formerly known as Almondz Insurance Brokers Private Limited ceased to be subsidiary of Avonmore Capital & Management Services Limited and became the Associate Company of one of our wholly-owned subsi namely Anemone Holdings Private Limited w.e.f. 06.07.2017.
Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a Company''s Subsidiary or Subsidiaries, Associate Company or Companies in the prescribed format AOC-1 which form part of the Annual Report as Annexure-I.
The financial statement of each of the subsidiaries is put on the Company''s website and may be accessed at: www.avonmorecapital.in. These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directors'' and âGeneral Meetings'', respectively, have been duly followed by the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), is presented in a separate section forming part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
- In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Govind Prasad Agarwal is liable to retire by rotation at the ensuing Annual General Meeting of your Company and being eligible have offered himself for his re-appointment. Your Board of Directors on the recommendations of Nomination & Remuneration Committee has recommended his re-appointment.
- Pursuant to sub-section (6) of Section 149 of the Companies Act, 2013, a declaration by Independent Director(s), that they meet the criteria of Independence as provided in Section 149 (6) of the Companies Act, 2013 is received and taken on record.
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.
Key Managerial Personnel
- Mr. Ashok Kumar Gupta: Managing Director.
- Mr. Sagar Gupta: Company Secretary and Compliance Officer.
- Mr. Swapan Guha: Chief Financial Officer.
MEETINGS OF THE BOARD
During the financial year 2017-18, 8 (Eight) meetings of the Board of Directors were held. For further details, please refer report on Corporate Governance forming part of the Annual Report.
AUDIT COMMITTEE
The Audit Committee comprises of three Independent Directors and one Non-Executive Director viz., Mr. Ajay Kumar (Chairman), Mr. Govind Prasad Agrawal, Mr. Shyam Sunder Lal Gupta and Mr. Chand Krishan Tikku as other members.
All the recommendations made by the Audit Committee were accepted by the Board.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had 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 and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
LISTING
The Company is listed with Bombay Stock Exchange Ltd.
The shares of the Company were listed on Delhi Stock Exchange Ltd. (DSE), DSE House, 3/1, Asaf Ali Road, New Delhi 110002. However, SEBI vide its order No.WTM/PS/45/MRD/DSA/NOV/2014 dated 19 November 2014 withdrew the recognition granted to the said stock exchange.
AUDITORS AND AUDITORSâ REPORT
STATUTORY AUDITORS
At the Annual General Meeting held on September 28, 2017, M/s Mohan Gupta & Company, Chartered Accountants (Firm Registration No. 006519N), was appointed as the statutory auditors of the Company, in place of retiring auditors M/s H. K. Chhabra & Co., Chartered Accountants for a term of five (5) years from the conclusion of the 25th Annual General Meeting till the conclusion of 30th Annual General Meeting of the Company, subject to ratification of their appointment by the members at every Annual General Meeting held during their tenure of appointment, as applicable, at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company on the recommendation of the Audit Committee from time to time.
Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 26th AGM to be held on September 27, 2018.
Further, the report of the Statutory Auditors alongwith notes to Schedules for the year ended March 31, 2018 is enclosed to this report. The Auditors'' Report is self-explanatory and therefore do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITORS
The Board had appointed M/s C. B. Mishra & Associates, Company Secretaries in Wholetime Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2017-18.
The Secretarial Audit report in the prescribed Form No. MR-3 is annexed as Annexure-II.
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s C. B. Mishra & Associates, Practicing Company Secretaries in their audit report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(3) (m) of the Companies Act, 2013, and the rules made there under relating to conservation of energy, technology absorption do not apply to your company as it is not a manufacturing Company.
However, your Company has been increasingly using information technology in its operations and promotes conservation of resources. There was no foreign exchange inflow or Outflow during the year under review.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014 are provided in Annexure -III.
In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, no employee have drawn remuneration in excess of the limits set out in the said rules.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent in the industry. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Practicing Chartered Accountant confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
GROUP COMING WITHIN THE DEFINITION OF GROUPS DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969 (54 of 1969)
The following persons constitute the Group coming within the definition of group as defined in the Monopolies and Restrictive Practices Act, 1969 (54 of 1969):
Mr. Navjeet Singh Sobti
Ms. Gurpreet N. S. Sobti
Innovative Money Matters Pvt. Ltd.
Almondz Global Securities Ltd.
Rakam Infrastructures Pvt. Ltd.
Or any other Company, firm or trust promoted or controlled by the above. The above disclosure has been made; inter alia, for the purpose of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.
EXTRACTS OF ANNUAL RETURN
An extracts of Annual Return as prescribed under Section 92 (3) of the Companies Act, 2013 (âthe Act'') and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, in the prescribed Form No. MGT-9 is annexed as Annexure-IV.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts /arrangements / transactions entered by the Company with related parties during the financial year, were in ordinary course of business and on arm''s length basis.
There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. During the year 2017-18, pursuant to Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all RPTs were placed before Audit Committee for its prior/ omnibus approval. The Policy on RPTs as approved by Board was uploaded on the Company''s website.
Further details of Related Party transactions as required to be disclosed by Accounting Standard on âRelated Party Disclosuresâ specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, are given in the Notes to the Financial Statements.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
A Risk Management Policy for the Company has been adopted by the Board. The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is managed through appropriate structures that are in place at your Company, including suitable reporting mechanisms.
POLICY ON INSIDER TRADING
Your Company formulated and implemented a Code of Conduct for Prevention of Insider Trading (Code) in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. The Company has adopted code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in terms of new Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors appointed the Company Secretary, as the Compliance Officer under the said Code responsible for complying with the procedures, monitoring adherence to the Code for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board of Directors. The Code of Conduct is available on your Company''s website www.avonmorecapital.in.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link: http://www.avonmorecapital.in/pdf/CSR 2017.pdf.
The key philosophy of the Company''s CSR initiative is to promote development through social and economic transformation.
The Company has, inter-alia, identified following areas in which it may engage for its CSR activities:
1. Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water.
2. Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently-abled and livelihood enhancement projects.
3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups.
4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water.
5. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts.
6. Measures for the benefit of armed forces veterans, war widows and their dependants.
7. Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports.
8. Contribution to the Prime Minister''s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, Scheduled Tribes, other backward classes, minorities and women.
9. Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government.
10. Rural development projects.
11. Such other matters as may be prescribed under applicable statute;
12. Such other activity / social cause as may be thought fit by the CSR Committee and approved by the Board.
During the year under review, the Company has spent Rs. 4.80 lakhs on CSR activities. The Annual Report on CSR activities is annexed herewith marked as Annexure-V.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of loans given, Investments made, guarantees given and securities provided to other Bodies Corporate or persons as covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
During the year under review, there are no significant or material orders passed by any regulator, court or tribunal impacting the going concern status and Company''s operations in future.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consonance with Guidance Note on Board Evaluation issued by SEBI in January 2017, the Board has carried out an annual performance evaluation of its own performance, the individual Director''s performance including Chairman and Independent Directors as well as an evaluation of the working of all Board Committees.
The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors held a meeting on May 30, 2018 and:
- Reviewed the performance of Non-Independent Directors and the Board as a whole.
- Reviewed the performance of the Chairperson of the Company.
- Assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.
Necessary implementations of their suggestions have been initiated.
HUMAN RESOURCES
Your Company treats its âhuman resourcesâ as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177 (9) & (10) of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015 Company has established a Vigil Mechanism for its Directors and employees to report their genuine concerns or grievances, actual or suspected fraud or violation of the Codes of Conduct or policy. The said mechanism encompasses the Whistle Blower Policy and provides for adequate safeguards against victimization of persons who use such mechanism. It also provides direct access to the Chairman of the Audit Committee. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.avonmorecapital.in under whistle blower Policy link.
INTERNAL CONTROL SYSTEMS
ACMS''s internal control systems are designed to ensure operational efficiency, accuracy and promptness in financial reporting and compliance with Laws and Regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the management and are reviewed by the Audit Committee of the Board, which also reviews the adequacy and effectiveness of the internal controls. ACMS''s internal control system is commensurate with its size, nature and operations.
NOMINATION AND REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors have adopted a Policy on Directors appointment and remuneration, including the criteria for determining qualification, positive attributes and independence of a Director and other matters. The Remuneration policy for directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Remuneration policy aims to ensure that the level and composition of the remuneration of Directors, Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company
SEXUAL HARASSMENT
The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The company did not receive any complaints to report in the Board''s report.
MAINTANANCE OF COST RECORDS
During the period under review, the provision of section 148 of the Companies Act, 2013 relating to maintenance of cost records does not applicable to the Company.
DISCLOSURE
As per the SEBI (LODR) Regulations, corporate governance report with auditors'' certificate thereon and management discussion and analysis are attached, which form part of this report. Details of the familiarization programme of the Independent Directors are available on the website of the Company (www.avonmorecapital.in). Policy for determining material subsidiaries of the Company is available on the website of the Company (www.avonmorecapital.in). Policy on dealing with related party transactions is available on the website of the Company (www.avonmorecapital.in). The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act and the SEBI (LODR) Regulations.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. The Board of Directors also wish to place on record their appreciation for the commitment displayed by all the employees for their commitment, commendable efforts, team work and professionalism, in the performance of the Company during the year.
For and on behalf of the Board of Directors
For Avonmore Capital & Management Services Limited
Ashok Kumar Gupta Govind Prasad Agrawal
New Delhi Managing Director Director
August 13, 2018 DIN: 02590928 DIN: 00008429
Mar 31, 2016
Directors1 Report
To the Members,
The Board of Directors of your Company have pleasure in presenting the 24th Annual Report of Avonmore Capital & Management Services Limited along with the Audited statement of accounts and the Auditor''s Report for the year ended 31st March, 2016.
FINANCIAL RESULTS
Financial Results of the Company for the year under review are summarized as under :
|
Particulars |
(Rs. in Lacs) |
|
|
Year ended 31.03.2016 |
Year ended 31.03.2015 |
|
|
Gross Income |
190.00 |
461.00 |
|
Profit before Interest, Depreciation & Tax |
139.42 |
387.92 |
|
Less / (Add) : Prior Period Items expenses / (income) |
â |
0.04 |
|
Less : Interest |
18.60 |
28.46 |
|
Less : Provision / (Reversal of Depreciation) |
0.10 |
0.09 |
|
Less : Provisions for Taxes |
8.37 |
16.93 |
|
Net Profit after Tax |
142.34 |
342.40 |
BUSINESS REVIEW/STATE OF THE COMPANYâS AFFAIRS
Total revenues for the year ended March, 31, 2016 amounted to Rs. 190.00 Lakhs as compared to Rs. 461.00 Lakhs in the previous year. Profit before interest and depreciation for the financial year 2015-16 is amounted to Rs. 139.42 Lakhs as against Rs. 387.92 Lakhs in the last year. The Profit for the financial year 2015-16 is Rs. 142.34 Lakhs as against the profit of Rs. 342.40 Lakhs in the previous financial year.
Statement on Financial Conditions and Results of Operations of the Company describing the Company''s objectives, expectations or predictions are given in Management Discussion and Analysis Report attached to this Board Report.
RBI GUIDELINES
The Company is registered with the Reserve Bank of India as a NBFC within the provisions of the NBFC (Reserve Bank of India) Directions, 1998. The Company continues to comply with all the requirements prescribed by the Reserve Bank of India as applicable to it.
DIVIDEND
The Board of Directors does not recommend any dividend on the Equity Shares of the Company for the current financial year due to conservation of Profits for the future aspects.
RESERVES
Our Company has in accordance with the provisions of Section 45-IC of the Reserve Bank of India (RBI) Act, 1934, created a Reserve Fund and during the year under review the Company has transferred an amount of Rs. 28,46,783/- (Rupees Twenty Eight Lakh Forty Six Thousand Seven Hundred Eighty Three Only) out of the profits of the year to the said Reserve Fund.
SHARE CAPITAL
During the year under review, the Company has not issued shares or increased its Share Capital.
PUBLIC DEPOSITS
Your Company had neither accepted any Public Deposits during the year nor does the Company have any plan to accept any deposits from the public.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As on March 31, 2016, your Company has the following entities as its subsidiaries and Associates :
a. Almondz Infosystem Private Limited
b. Almondz Global Securities Limited
c. Express Infra Financial Consultancy Private Limited -
(till 17th August, 2015)
d. Latitude 23 Communications Limited
e. Red Solutions Private Limited
f. Apricot Infosoft Private Limited
g. Avonmore Developers Private Limited
h. Anemone Holdings Private Limited
i. Glow Apparels Private Limited
j. Almondz Insurance Brokers Private Limited
k. Shivsathi Niketan Limited
l. Yug Infrastructures Private Limited (Associates)
m. Carya Chemicals & Fertilizers Private Limited. (Associates).
During the period under report, Almondz Global Securities Limited and Red Solutions Private Limited have also become the subsidiaries of your Company w.e.f. 01.04.2015 and 17.07.2015 respectively.
During the period under report, following Companies ceased to be subsidiary of Avonmore Capital & Management Services Limited, due to following reasons :
1. Express Infra Financial Consultancy Private Limited w.e.f. 17th August, 2015 as Avonmore Capital & Management Services Limited sold 100% shareholding of the said Company.
2. Almondz Reinsurance Brokers Private Limited (ARBPL) which was a subsidiary of Almondz Insurance Brokers Private Limited (AIBPL) has been merged with holding company AIBPL vide order dated 22 December 2015 of Honorable High Court of Delhi.
Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary or subsidiaries, associate company or companies in the prescribed format AOC-1 is attached with the Directors'' Report of the Company for the financial year ended March 31, 2016.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Regulation 34 of the Listing Regulations and Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements as per the Accounting Standards applicable to the Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. Audited Consolidated Financial Statements along with the Auditors'' Report are annexed with this Report. The said Financial Statements are also available on the website of the Company www.avonmorecapital.in.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, the Management of the Company underwent the following changes :
DIRECTORS
- Ms. Ashu Gupta has been regularized as the Director of the Company in the 23rd Annual General Meeting of the Company.
- In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Govind Prasad Agrawal is liable to retire by rotation at the ensuing Annual General Meeting of your Company and being eligible have offered himself for his appointment. Your Board recommends his re-appointment.
- Pursuant to sub-section (6) of Section 149 of the Companies Act, 2013, a declaration by Independent Director(s), that they meet the criteria of Independence as provided in Section 149 (6) of the Companies Act, 2013 is received and taken on record.
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.
KEY MANAGERIAL PERSONNEL
- Mr. Ashok Kumar Gupta : Managing Director.
- Mr. Kunal Madaan ceased to be Company Secretary and Compliance Officer, with effect from February 29, 2016.
- Mr. Sagar Gupta : Company Secretary and Compliance Officer, with effect from May 02, 2016.
LISTING
The Company is listed with Bombay Stock Exchange Ltd and Delhi Stock Exchange.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that :
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had 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 and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS AND AUDITORSâ REPORT STATUTORY AUDITORS
The Auditors, M/s H. K. Chhabra & Co., Chartered Accountants were appointed as statutory auditors of the Company at the 23rd Annual General Meeting held on 29th September, 2015 to hold office till the conclusion of the 25th Annual General Meeting subject to ratification by the members at each Annual General Meeting. Accordingly, the appointment of M/s H. K. Chhabra & Co., Chartered Accountants is placed for ratification before the shareholders. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013 and rules made there under.
Further, the report of the Statutory Auditors along with notes to Schedules for the year ended 31st March, 2016 is enclosed to this report. The Auditors'' Report is self-explanatory and therefore do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITORS
The Board had appointed M/s. C. B. Mishra & Associates, Company Secretaries in Whole time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-16.
The Secretarial Audit report in the prescribed Form No MR-3, is annexed as Annexure-1.
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. C. B. Mishra & Associates, Practicing Company Secretaries in their audit report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(3) (m) of the Companies Act, 2013, and the rules made there under relating to conservation of energy, technology absorption do not apply to your company as it is not a manufacturing Company.
However, your Company has been increasingly using information technology in its operations and promotes conservation of resources.
There was no foreign exchange inflow or Outflow during the year under review.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014 are provided in Annexure-2.
In terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee have drawn remuneration in excess of the limits set out in the said rules.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent in the industry. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulation, 2015 forms an integral part of this Report. The requisite certificate from the Practicing Chartered Accountant confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.
GROUP COMING WITHIN THE DEFINITION OF GROUPS DEFINED IN THE MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT, 1969
(54 of 1969)
The following persons constitute the Group coming within the definition of group as defined in the Monopolies and Restrictive Practices Act, 1969 (54 of 1969):
Mr. Navjeet Singh Sobti Ms. Gurpreet N S Sobti Innovative Money Matters Private Limited Almondz Global Securities Limited Rakam Infrastructures Private Limited
Or any other Company, firm or trust promoted or controlled by the above. The above disclosure has been made; inter alia, for the purpose of Regulation 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.
MEETINGS OF THE BOARD
During the year 6 (Six) meetings of the Board of Directors were held i.e. 29th May, 2015, 07th July, 2015, 14th August, 2015, 19th October, 2015, 09th November, 2015, and 13th February, 2016. For further details, please refer report on Corporate Governance forming part of Annual Report.
AUDIT COMMITTEE
The Audit Committee comprises of three Independent Directors and one Non-Executive Director viz., Mr. Ajay Kumar (Chairman), Mr. Govind Prasad Agrawal, Mr. Shyam Sunder Lal Gupta and Mr. Chand Krishan Tikku as other members.
All the recommendations made by the Audit Committee were accepted by the Board.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
Since there was no unpaid / unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.
EXTRACTS OF ANNUAL RETURN
An extracts of Annual Return as prescribed under section 92 (3) of the Companies Act, 2013 (âthe Act'') and rule 12 (1) of the Companies (Management and Administration) Rules, 2014, in the prescribed Form No. MGT-9 is attached as Annexure - 3.
INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments affecting the financial position of the Company which have occurred between March 31, 2016 and August 12, 2016, being the date of this report.
RELATED PARTY TRANSACTIONS
The Company has adopted Framework on Related party Transactions for the purpose of identification and monitoring of such Transactions.
Details of Material Contracts and arrangements or transactions with related party on an arm''s length basis with respect to transactions covered under Section 188(1) of the Act in the prescribed Form No. AOC-2 is attached in Annexure - 4. Further details of Related Party transactions as required to be disclosed by Accounting Standard-18 on âRelated Party Disclosuresâ specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, are given in the Notes to the Financial Statements.
During the year, the Company has not entered into any transactions with Related Parties which are not on an arm''s Length Basis and which require disclosure in this report in terms of the provisions of Section 188(1) of the Act.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY
A Risk Management Policy for the Company has been adopted by the Board. The Company manages risk through a detailed Risk Management Policy framework which lays down guidelines in identifying, assessing and managing risks that the businesses are exposed to. Risk is managed by the Board / Risk Management Committee of the Board through appropriate structures that are in place at your Company, including suitable reporting mechanisms.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social Responsibility initiative under the provisions of section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said provisions are not applicable.
PARTCULARS OF LOANS, GUARANTEE OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The provisions of Section 186 of the Act pertaining to investment and lending activities are not applicable to the Company since the Company is a Non Banking Financial Company (NBFC).
Details of guarantees and/or security in connection with loans to other Bodies Corporate or persons as covered under the provisions of Section 186 of the Act are given in the Standalone Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under report, there are no significant or material orders passed by any regulator, court or tribunal impacting the going concern status and Company''s operations in future.
EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), 2015 effective from 01.12.2015, the Board has carried out an annual performance evaluation of its own performance, the individual director''s performance including Chairman and independent directors as well as an evaluation of the working of all Board Committees.
The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. In compliance with the provisions of the Companies Act, 2013 SEBI (Listing Obligations and Disclosure Requirement), 2015, the Independent Directors held a meeting on May 28, 2016, and:
- Reviewed the performance of non-independent directors and the Board as a whole.
- Reviewed the performance of the Chairperson of the Company.
- Assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.
Necessary implementations of their suggestions have been initiated.
HUMAN RESOURCES
Your Company treats its âhuman resourcesâ as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with read with SEBI (LODR) Regulations, 2015 Company has established a Vigil Mechanism for its Directors and employees to report their genuine concerns or grievances, actual or suspected fraud or violation of the Codes of Conduct or policy. The said mechanism encompasses the Whistle Blower Policy and provides for adequate safeguards against victimization of persons who use such mechanism. It also provides direct access to the Chairman of the Audit Committee. The Vigil Mechanism Policy has been uploaded on the website of the
Company at www.avonmorecapital.in under whistle blower Policy link.
INTERNAL CONTROL SYSTEMS
ACMS''s internal control systems are designed to ensure operational efficiency, accuracy and promptness in financial reporting and compliance with Laws and regulations. The internal control system is supported by an internal audit process for reviewing the adequacy and efficiency of the internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the management and are reviewed by the Audit Committee of the Board, which also reviews the adequacy and effectiveness of the internal controls. ACMS''s internal control system is commensurate with its size, nature and operations.
NOMINATION AND REMUNERATION POLICY
In Accordance with the provisions of Section 178 of the Companies Act, 2013, the Board of Directors have adopted a Policy on Directors appointment and remuneration, including the criteria for determining qualification positive attributes independence of a Director and other matters. The Remuneration policy for directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Remuneration policy aims to ensure that the level and composition of the remuneration of Directors, Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company.
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014
Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and con-fidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization.
The company did not receive any complaints to report in the Board''s report.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their appreciation for the commitment displayed by all the employees for their commitment, commendable efforts, team work and professionalism, in the performance of the Company during the year.
For and on behalf of the Board of Directors
Avonmore Capital & Management Services Limited
Govind Prasad Agrawal Ashok Kumar Gupta
Director Managing Director
(DIN : 00008429) (DIN : 02590928)
New Delhi 12th August, 2016
Mar 31, 2014
Dear members,
The Board of Directors of your Company have pleasure in presenting the
22nd Annual Report of the Company alongwith the Audited statement of
accounts and the Auditors'' Report for the year ended 31st March, 2014.
FINANCIAL RESULTS
Financial Results of the Company for the year under review are
summarized as under :
(Rs. in Lacs)
Year ended Year ended
31.03.2014 31.03.2013
Gross Income 64.32 180.83
Profit before Interest, 13.45 21.07
Depreciation & Tax
Less / (Add): Prior 0.23 (0.19)
Period Items expenses/(income)
Less: Interest --- 20.92
Less: Provision / (Reversal 0.02 1.76
of Depreciation)
Less: Provisions for Taxes (3.48) 3.48
Net Profit after Tax 16.68 (4.90)
FINANCIAL PERFORMANCE OF THE COMPANY Total revenues for the year ended
March, 31, 2014 amounted to Rs 64.32 Lacs as compared to Rs. 180.83
Lacs in the previous year. Profit before interest, depreciation and
taxes for the financial year 2013-14 is amounted to Rs. 13.45 Lacs as
against Rs. 21.07 Lacs in the last year. The Profit for the financial
year 2013-14 is Rs. 16.68 Lacs as against the loss of Rs. 4.90 Lacs in
the previous financial year.
RBI GUIDELINES
The Company is registered with the Reserve Bank of India as a NBFC
within the provisions of the NBFC (Reserve Bank of India) Directions,
1998. The Company continues to comply with all the requirements
prescribed by the Reserve Bank of India as applicable to it.
DIVIDEND
The Board of Directors do not recommend any dividend on the Equity
Shares of the Company for the current financial year.
SHARE CAPITAL
During the year under report, your Company raised the Authorized
Capital of the Company to Rs. 25,00,00,000/- consisting of 2,50,00,000
Equity Shares of Rs 10/- each.
During the Year ended 31 March 2014, 7500000 Equity Shares of Rs. 10/-
each were issued by the Company thereby raising the Paid-up Capital at
Rs. 21,92,17,131/-.
PUBLIC DEPOSITS
Your Company had neither accepted any Public Deposits during the year
nor the Company has any plan to accept any deposits from the public.
SUBSIDIARY COMPANIES
During the Financial Year ended March 31, 2014, the Company had six
subsidiaries namely North Square Projects Pvt. Ltd, Almondz Infosystem
Pvt. Ltd., Almondz Insurance Brokers Pvt. Ltd., Almondz Reinsurance
Brokers Pvt. Ltd. (Step-down Subsidiary), Express Infra Financial
Consultancy Pvt. Ltd. and Latitude 23 Communications Ltd. These
subsidiary companies are non-material unlisted subsidiaries of the
Company.
Out of the aforesaid, North Square Projects Pvt. Ltd. ceased to be the
subsidiary of the Company w.e.f. June 01, 2014 on account of sale of
entire share capital of North Square Projects Pvt. Ltd.
During the year under report, Apricot Infosoft Pvt. Ltd. w.e.f.
10.06.2014, Shivsathi Niketan Ltd. w.e.f. 14.05.2014 and Avonmore
Developers Pvt. Ltd. w.e.f. 23.07.2014 has become the subsidiaries of
the your Company as the Company has acquired the entire share capital
of Apricot Infosoft Pvt. Ltd. and Avonmore Developers Pvt. Ltd. and
26000 Equity shares of Shivsathi Niketan Ltd.
In view of the general approval granted by the Central Government under
Section 212(8) of the Companies Act, 1956, vide its General Circular
No.2/2011 dated 08-02-2011 the Balance Sheet, Statement of Profit and
Loss, Report of the Board of Directors and Report of the Auditors of
the Subsidiary Companies, have not been attached to the Balance Sheet
of your Company. The financial information relating to all the
Subsidiary Companies, in the aggregate, has been disclosed in the
consolidated financial statements, as required by the Central
Government as part of its approval.
Further,
* The annual accounts of the Subsidiary Companies and related detailed
information will be made available to the members upon request,
* Annual accounts of the Subsidiary Companies will be available for
inspection by the members, at the head offices of the Company and the
Subsidiary Companies concerned.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Clause 32 and 50 of the Listing Agreement, your Company has
prepared Consolidated Financial Statements as per the Accounting
Standards applicable to the Consolidated Financial Statements issued by
the Institute of Chartered Accountants of India. Audited Consolidated
Financial Statements along with the Auditors'' Report are annexed with
this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, covering matters listed
in Clause 49 of the Listing Agreement for the year under review, is
given as a separate statement elsewhere in the Annual Report.
DIRECTORS
During the year under Report, Mr. Sanjay Grover, Non-Executive Director
of the Company had resigned from the directorship of the Company w.e.f.
26.05.2014
The Board of Directors of your Company has appointed Mr. Ajay Kumar
(Retd. IAS) w.e.f. 11 November 2013 as an Additional Director of the
Company. His tenure is expiring at the ensuing Annual General Meeting
of the Company. Mr. Ajay Kumar has expressed his willingness to accept
the office as the Director of the Company and offer himself for
re-appointment at the forthcoming Annual General Meeting of the
Company. Mr. Ajay Kumar has submitted a declaration that he meets the
criteria of independence under Section 149(6) of the Companies Act,
2013. Mr. Govind Prasad Agrawal, retires by rotation and being
eligible, offers himself for reappointment at the forthcoming annual
General Meeting scheduled on September 29, 2014.
LISTING
The Company has paid the annual listing fees for the financial year
2013-14 to Bombay Stock Exchange Ltd and Delhi Stock Exchange.
SECRETARIAL AUDITORS
As required under Section 204 of the Act 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the
Company is required to appoint a Secretarial Auditor for auditing the
secretarial and related records of the Company and to provide a report
in this regard.
Accordingly, M/s. Neha Gupta & Associates, Company Secretaries, Delhi
have been appointed as Secretarial Auditors for carrying out the
secretarial audit for the financial year 2014-15 for attaching their
report with the Board''s report to the shareholders.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors'' Responsibility Statement, it
is hereby confirmed :
(a) that in preparation of the Balance Sheet and the Statement of
Profit & Loss of the Company, the applicable accounting standards have
been followed alongwith the proper explanation relating to the material
departures;
(b) that the Directors 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 or loss of the Company for that period;
(c) that the Directors 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 and
(d) that the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS AND AUDITORS'' REPORT
M/s H. K. Chhabra & Co., Chartered Accountants, Statutory Auditors of
the Company, will retire at the conclusion of the forthcoming Annual
General Meeting are recommended for reappointment of the Company''s
Auditors. A letter from them confirming that, if they are re-appointed
as the Statutory auditors of the Company, such appointment will be in
accordance with the provisions of Section 139 of the Companies Act,
2013, and they are not disqualified in terms of the provisions of the
Companies Act, 2013, from being appointed as the Statutory Auditors of
the Company, has been received.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS & OUTGO AND EMPLOYEES
The statements, pursuant to Section 217(1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, with respect to the conservation of
energy, technology absorption, foreign exchange earnings and outgo, and
pursuant to Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, with respect to the
employee(s) of the Company drawing remuneration exceeding the sum
prescribed therein, are not applicable to your Company.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate from the
Auditors of the Company regarding the compliance with conditions of
Corporate Governance as also the Management Discussion and Analysis
Report as stipulated under Clause 49 of the Listing Agreement is
annexed to this Report.
Further, as required under Clause 49 of the Listing Agreement, a
certificate, duly signed by the Managing Director and Chief Financial
Officer on the Financial Statements of the Company for the year ended
March 31, 2014, was submitted to the Board of Directors at their
meeting held on May 28, 2014. The certificate is attached to the Report
on Corporate Governance.
GROUP COMING WITHIN THE DEFINITION OF GROUP DEFINED IN THE MONOPOLIES
AND RESTRICTIVE TRADE PRACTICES ACT, 1969 (54 of 1969)
The following persons constitute the Group coming within the definition
of group as defined in the Monopolies and Restrictive Practices Act,
1969 (54 of 1969) :
Mr. Navjeet Singh Sobti
Ms. Gurpreet N S Sobti
Innovative Money Matters Pvt. Ltd.
Almondz Global Securities Ltd.
Or any other Company, firm or trust promoted or controlled by the
above. The above disclosure has been made; inter alia, for the purpose
of Regulation 3(1)(e) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation of the
co-operation and assistance received from shareholders, bankers,
regulatory bodies and other business constituents during the year under
review. Your Directors also wish to place on record their appreciation
for the commitment displayed by employees, in the performance of the
Company during the year.
For and on behalf of the Board of Directors
Govind Prasad Agrawal Ashok Kumar Gupta
Director Managing Director
(DIN : 00008429) (DIN : 02590928)
New Delhi
14th August, 2014
Mar 31, 2012
To the Members,
The Board of Directors of your Company presents the 20th Annual Report
of the Company alongwith the Audited statement of accounts and the
Auditor's Report for the year ended 31st March, 2012.
FINANCIAL RESULTS
Financial Results of the Company for the year under review are
summarized as under :
(Rs. in Lacs)
Year ended Year ended
31.03.2012 31.03.2011
Gross Income 225.17 771.46
Profit/(Loss) before Interest,
Depreciation & Tax (141.48) 381.67
Less / (Add): Prior Period Items
expenses/(income) 1.27 0.28
Less: Interest 203.62 266.43
Less : Depreciation 0.55 0.87
Less: Provision for Taxes (2.50) 99.81
Net Profit/(Loss) after Tax (140.82) 280.68
FINANCIAL PERFORMANCE OF THE COMPANY
Total revenues for the year ended March 31, 2012 is amounted to Rs
225.17 Lacs as compared to Rs. 771.46 Lacs in the previous year. Loss
before interest, depreciation and taxes for the financial year 2012 is
amounted to Rs. 141.48 Lacs as against profit of Rs. 381.67 Lacs in the
previous year. The Loss for the financial year 2012 is Rs. 140.82 Lacs
as against profit after tax for Rs. 280.68 Lacs in the previous
financial year.
RBI GUIDELINES
The Company is registered with the Reserve Bank of India as a NBFC
within the provisions of the NBFC (Reserve Bank of India) Directions,
1998. The Company continues to comply with all the requirements
prescribed by the Reserve Bank of India as applicable to it.
DIVIDEND
The Board of Directors do not recommend any dividend on the Equity
Shares of the Company for the current financial year.
SHARE CAPITAL
During the year 2011-12, there is no change in the share capital of the
Company.
PUBLIC DEPOSITS
Your Company had neither accepted any Public Deposits during the year
nor the Company has any plan to accept any deposits from the public.
SUBSIDIARY COMPANIES
The Company has two wholly owned subsidiaries namely Moon Orchid
Housing Private Limited and Meadow Real Estate Private Limited. These
subsidiary companies were non-material unlisted subsidiaries of the
Company.
Pursuant to general approval granted by the Central Government under
Section 212(8) of the Companies Act, 1956, vide its General Circular
No. 2/2011 dated 08-02-2011 the Balance Sheet, Statement of Profit and
Loss, Report of the Board of Directors and Report of the Auditors of
the Subsidiary Companies, have not been attached to the Balance Sheet
of your Company. The financial information relating to all the
Subsidiary Companies, in the aggregate, has been disclosed in the
consolidated financial statements, as required by the Central
Government as part of its approval.
Further,
* The annual accounts of the Subsidiary Companies and related detailed
information will be made available to the members upon request.
* Annual accounts of the Subsidiary Companies will be available for
inspection by the members, at the head offices of the Company and the
Subsidiary Companies concerned.
Both these subsidiaries namely Moon Orchid Housing Private Limited and
Meadow Real Estate Private Limited of the Company have ceased to be
subsidiaries with effect 20th April,2012 and 7th April, 2012
respectively as the Company has divested its entire shareholding in
these subsidiaries.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Clause 32 and 50 of the Listing Agreement, your Company has
prepared Consolidated Financial Statements as per the Accounting
Standards applicable to the Consolidated Financial Statements issued by
the Institute of Chartered Accountants of India. Audited Consolidated
Financial Statements along with the Auditors' Report are annexed with
this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, covering matters listed
in Clause 49 of the Listing Agreement for the year under review, is
given as a separate statement elsewhere in the Annual Report.
DIRECTORS
In accordance with the provision of the Companies Act, 1956 and
Articles of Association of the Company Mr. Shyam Sunder Lal Gupta
retires by rotation and being eligible offers himself for reappointment
at the forthcoming annual General Meeting scheduled on September 28,
2012.
Listing
The Company has paid the annual listing fees for the year 2012-13 to
Bombay Stock Exchange Ltd and Delhi Stock Exchange.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors' Responsibility Statement, it
is hereby confirmed :
(a) that in preparation of the Balance Sheet and the Statement of
Profit & Loss of the Company, the applicable accounting standards have
been followed alongwith the proper explanation relating to the material
departures;
(b) that the Directors have selected such accounting policies and
applied them consistently and made judgements 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 or loss of the Company for that period;
(c) that the Directors 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; and
(d) that the Directors have prepared the annual accounts on a 'going
concern' basis.
AUDITORS
M/s H. K. Chhabra & Co., Chartered Accountants, Statutory Auditors of
the Company, will retire at the conclusion of the forthcoming Annual
General Meeting are recommended for re- appointment of the Company's
Auditors. A letter from them confirming that, if they are re-appointed
as the Statutory auditors of the Company, such appointment will be in
accordance with the provisions of Section 224(1 B) of the Companies
Act, 1956, and they are not disqualified in terms of Section 226 of the
Companies Act, 1956, from being appointed as the Statutory Auditors of
the Company, has been received.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo and Employees
The statements, pursuant to Section 217(1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, with respect to the conservation of
energy, technology absorption, foreign exchange earnings and outgo, and
pursuant to Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, with respect to the
employee(s) of the Company drawing remuneration exceeding the sum
prescribed therein, are not applicable to your Company.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate from the
Auditors of the Company regarding the compliance with conditions of
Corporate Governance as also the Management Discussion and Analysis
Report as stipulated under Clause 49 of the Listing Agreement is
annexed to this Report.
Further, as required under Clause 49 of the Listing Agreement, a
certificate, duly signed by the Managing Director and Company Secretary
on the Financial Statements of the Company for the year ended March 31,
2012, was submitted to the Board of Directors at their meeting held on
August 14, 2012. The certificate is attached to the Report on Corporate
Governance.
Group coming within the definition of groups defined in the Monopolies
and Restrictive Trade Practices Act, 1969 (54 of 1969)
The following persons constitute the Group coming within the definition
of group as defined in the Monopolies and Restrictive Practices Act,
1969 (54 of 1969):
Mr. Navjeet Singh Sobti
Ms. Gurpreet N S Sobti
Innovative Money Matters Pvt. Ltd.
Almondz Global Securities Ltd.
Or any other Company, firm or trust promoted or controlled by the
above. The above disclosure has been made; inter alia, for the purpose
of Regulation 3(1 )(e) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation of the
co-operation and assistance received from shareholders, bankers,
regulatory bodies and other business constituents during the year under
review. Your Directors also wish to place on record their appreciation
for the commitment displayed by employees, in the performance of the
Company during the year.
For and on behalf of the Board of Directors
Ashok Kumar Gupta Govind Prasad Agrawal
Managing Director Director
New Delhi
14th August, 2012
Mar 31, 2011
To the Members,
The Board of Directors of your Company have pleasure in presenting the
19th Annual Report of the Company alongwith the Audited statement of
accounts and the Auditor's Report for the year ended 31st March, 2011.
FINANCIAL RESULTS
Financial Results of the Company for the year under review are
summarized as under :
(Rs. in Lacs)
Year ended Year ended
31.03.2011 31.03.2010
Gross Income 771.46 773.74
Profit before Interest,
Depreciation & Tax 648.07 475.36
Less / (Add) : Prior Period
Items expenses / (income) 0.28 (0.76)
Less : Interest 266.43 349.13
Less : Provision / Reversal
of Depreciation 0.86 (2.78)
Less : Provision for Taxes 99.81 (13.70)
Net Profit after Tax 280.69 143.47
Less : Special Reserve
(U/s 45-1C, RBI Act, 1934) 56.14 28.69
Profit Brought Forward 612.53 497.75
Balance carried forward
to Balance Sheet 837.08 612.53
FINANCIAL PERFORMANCE OF THE COMPANY
Total revenues for the year ended March, 31, 2011 amounted to Rs.
771.46 Lacs as compared to Rs. 773.74 Lacs in the previous year. Profit
before interest, depreciation and taxes for the financial year 2011,
amounted to Rs. 648.07 Lacs as against Rs. 475.36 Lacs in the last
year. The Profit after Tax for the financial year is Rs. 280.69 Lacs as
against Rs. 143.47 Lacs in the previous financial year, however, for
the financial year ended 31st March, 2011, the surplus carried to the
Balance Sheet amounted to Rs. 837.08 Lacs as against the surplus of Rs.
612.53 Lacs in the last financial year ended 31st March, 2010.
The higher profit is largely attributable to reduction in
administrative cost and low interest cost.
RBI GUIDELINES
The Company is registered with the Reserve Bank of India as a NBFC
within the provisions of the NBFC (Reserve Bank of India) Directions,
1998. The Company continues to comply with all the requirements
prescribed by the Reserve Bank of India as applicable to it.
DIVIDEND
The Board of Directors does not recommend any dividend on the Equity
Shares of the Company for the current financial year.
SHARE CAPITAL
During the year 2010-11 the Company after obtaining the approval of the
members issued 2000000 convertible warrants on 21st May 2010 to one of
the Promoter and to two other members other than promoters. The said
warrants were issued @ Rs. 23.54 per warrant with a right to subscribe
equal number of equity shares on conversion of Rs. 10/- each within a
period of 18 months from the date of allotment of these warrants. The
Company has converted the aforesaid warrants and issued 2000000 equity
shares of the Company on 20th November 2010.
PUBLIC DEPOSITS
Your Company has neither accepted any Public Deposits during the year
nor the Company has any plan to accept any deposits from the public.
SUBSIDIARY COMPANIES
The Company has two wholly owned subsidiaries namely Moon Orchid
Housing Private Limited and Meadow Real Estate Private Limited. These
subsidiary companies are non-material unlisted subsidiaries of the
Company.
In view of the general approval granted by the Central Government under
Section 212(8) of the Companies Act, 1956, vide its General Circular
No.2/201 1dated 08-02-2011 the Balance Sheet, Profit and Loss Account,
Report of the Board of Directors and Report of the Auditors of the
Subsidiary Companies, have not been attached to the Balance Sheet of
your Company. The financial information relating to all the Subsidiary
Companies, in the aggregate, has been disclosed in the consolidated
financial statements, as required by the Central Government as part of
its approval. Further,
- The annual accounts of the Subsidiary Companies and related detailed
information will be made available to the members upon request.
- Annual accounts of the Subsidiary Companies will be available for
inspection by the members, at the head offices of the Company and the
Subsidiary Companies concerned.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Clause 32 and 50 of the Listing Agreement, your Company has
prepared Consolidated Financial Statements as per the Accounting
Standards applicable to the Consolidated Financial Statements issued by
the Institute of Chartered Accountants of India. Audited Consolidated
Financial Statements along with the Auditors' Report are annexed with
this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, covering matters listed
in Clause 49 of the Listing Agreement for the year under review, is
given as a separate statement elsewhere in the Annual Report.
DIRECTORS
In accordance with the provision of the Companies Act, 1956 and
Articles of Association of the Company Mr. Chand Krishna Tikku retires
at the 19th Annual General Meeting and being eligible offers himself
for reappointment. A brief resume of Director being re-appointed,
nature of his expertise in the specific functional areas is mentioned
in the Corporate Governance section. Other details of Directors and
names of companies in which they hold the Directorship and / or
Membership / Chairmanship of Committees of the Board, as stipulated
under Clause 49 of the Listing Agreement, is given in the Statement of
Corporate Governance elsewhere in the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors' Responsibility Statement, it
is hereby confirmed :
(a) that in preparation of the Balance Sheet and the Profit & Loss
Account of the Company, the applicable accounting standards have been
followed alongwith the proper explanation relating to the material
departures;
(b) that the Directors have selected such accounting policies and
applied them consistently and made judgements 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 or loss of the Company for that period;
(c) that the Directors 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;
(d) that the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS AND AUDITORS' REPORT
M/s H. V & Associates, Chartered Accountants, Statutory Auditors of the
Company whose firm name has been changed to H.K.Chhabra & Co., will
retire at the conclusion of the forthcoming Annual General Meeting are
recommended for re-appointment of the Company's Auditors. A letter from
them confirming that, if they are re-appointed as the Statutory
auditors of the Company, such appointment will be in accordance with
the provisions of Section 224(1B) of the Companies Act, 1956, and they
are not disqualified in terms of Section 226 of the Companies Act,
1956, from being appointed as the Statutory Auditors of the Company,
has been received. The notes to the accounts referred to in the
Auditors' Report are self-explanatory and therefore, do not call for
any further comments.
STATUTORY STATEMENT
The statements, pursuant to Section 217(1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, with respect to the conservation of
energy, technology absorption, foreign exchange earnings and outgo, and
pursuant to Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, with respect to the
employee(s) of the Company drawing remuneration exceeding the sum
prescribed therein, are not applicable to your Company.
Your Company has not accepted any Fixed Deposits during the year under
review.
The Equity shares of the Company are listed at Delhi Stock Exchange
Ltd, and Bombay Stock Exchange Ltd. and the Annual Listing fees have
been paid to each of these Stock Exchanges.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate from the
Auditors of the Company regarding the compliance with conditions of
Corporate Governance as also the Management Discussion and Analysis
Report as stipulated under Clause 49 of the Listing Agreement is
annexed to this Report.
Further, as required under Clause 49 of the Listing Agreement, a
certificate, duly signed by the Managing Director and Chief Financial
Officer on the Financial Statements of the Company for the year ended
March 31, 2011, was submitted to the Board of Directors at their
meeting held on August 9, 2011. The certificate is attached to the
Report on Corporate Governance.
Group coming within the definition of groups defined in the Monopolies
and Restrictive Trade Practices Act, 1969 (54 of 1969)
The following persons constitute the Group coming within the definition
of group as defined in the Monopolies and Restrictive Trade Practices
Act, 1969 (54 of 1969) :
Mr. Navjeet Singh Sobti
Ms. Gurpreet N S Sobti
Innovative Money Matters Pvt. Ltd.
Almondz Global Securities Ltd.
Or any other Company, firm or trust promoted or controlled by the
above. The above disclosure has been made; inter alia, for the purpose
of Regulation 3(1)(e) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation of the
co-operation and assistance received from shareholders, bankers,
regulatory bodies and other business constituents during the year under
review. Your Directors also wish to place on record their appreciation
for the commitment displayed by employees, in the performance of the
Company during the year.
For and on behalf of the Board of Directors
Ramesh Peer Govind Prasad Agrawal
Managing Director Director
New Delhi
9th August, 2011
Mar 31, 2010
The Board of Directors of your Company have pleasure in presenting the
18th Annual Report of the Company alongwith the Audited statement of
accounts and the Auditors Report for the year ended 31st March, 2010.
FINANCIAL HIGHLIGHTS
Financial Results of the Company for the year under review are
summarized as under :
(Rs. in Lacs)
Year ended Year ended
31.03.2010 31.03.2009
Gross Income 773.74 91.21
Profit before Interest, Depreciation & Tax 475.36 54.09
Less / (Add) : Prior Period Items
expenses / (income) (0.76) (0.78)
Less : Interest 349.13 0.07
Less : Provision / Reversal of
Depreciation (2.78) 1.54
Less : Provisions of net of MAT
credit (Taxes) (13.70) 3.55
Net Profit after Tax 143.47 49.71
Less : Special Reserve (U/s 45-1C,
RBI Act, 1934) 28.69 9.94
Profit Brought Forward 497.75 457.98
Balance carried forward to Balance Sheet 612.53 497.75
RESULTS & PERFORMANCE OF THE COMPANY
The results of your Company have improved as compared to previous
years results. The Company proposes to make all its efforts to sustain
the trend of growth at a good pace in the coming years.
Total revenues for the year ended March, 31, 2010 amounted to Rs.
773.74 Lacs as compared to Rs. 91.21 Lacs in the previous year.
Profit before interest, depreciation and taxes for the financial year
2010, amounted to Rs. 475.36 Lacs. The Profit after Tax for the
financial year is 143.47 Lacs as against Rs. 49.71 Lacs in the previous
financial year, however, for the financial year ended 31st March, 2010,
the surplus carried to the Balance Sheet amounted to Rs. 612.53 Lacs as
against the surplus of Rs. 497.75 Lacs in the last financial year ended
31st March, 2009. The higher revenue and profit is largely attributable
to income from trading of shares and securities.
RBI GUIDELINES
The Company is registered with Reserve Bank of India as a NBFC and is
holding Certificate of Registration issued by Reserve Bank of India
under Section 45 I A of the RBI Act, 1934. The Company continues to
comply with all the requirements prescribed by the Reserve Bank of
India as applicable to it.
INVESTMENTS
Total investments of the Company is Rs. 34.43 crores, which includes
investments in Group / subsidiaries of Rs. 34.41 crores.
The market value of investment in quoted shares as on 31.03.2010 is Rs.
65.98 Crores and cost of investment in unquoted shares as on 31.03.2010
is Rs. 20.73 Lacs.
DIVIDEND
In order to conserve the resources, your Directors have decided not to
recommend any dividend on the Equity Shares of the Company for the
current financial year.
SHARE CAPITAL
During the year 2009-10 the Company after taking approval of the
shareholders in the General meeting held on 18th May 2009, issued
1755000 warrants on 28th May 2009, to two body corporates, other than
Promoters. The said warrants were issued with a right to subscribe
equal number of equity shares of Rs. 10/- each on conversion within a
period of 18 months from the date of allotment of these warrants.
The Company has converted the aforesaid warrants and issued 1755000
equity shares of the Company on 10th May 2010.
The Company after obtaining the approval of the members issued 2000000
convertible warrants on 21st May 2010 to one of the Promoters and to
two other members other than promoters. The said warrants were issued @
Rs. 23.54 per warrant with a right to subscribe equal number of equity
shares of Rs. 10/- each on conversion within a period of 18 months from
the date of allotment of these warrants.
ISSUE OF NCDs
Your Company had issued 3500000 secured non convertible debentures of
Rs. 100/- each aggregating to Rs. 35 Crores, through private placement.
The said NCDs were redeemed within the time period.
FIXED DEPOSITS
Your Company has neither accepted any Public Deposits during the year
nor the Company has any plan to accept any fixed deposits from the
public.
SUBSIDIARY COMPANIES
During the Financial Year ended March 31, 2010, the Company
incorporated its two wholly owned subsidiaries Moon Orchid Housing
Private Limited and Meadow Real Estate Private Limited on December 1,
2009.
Both the Companies will be engaged in the real estate business.
These subsidiary companies are non-material unlisted subsidiaries of
the Company.
In the group company namely Almondz Global Securities Limited (AGSL),
your Company Almondz Capital & Management Services Ltd. (ACMS) held
49.97% of voting rights, Almondz Insurance Brokers Pvt. Ltd. (AIBPL)
held 0.13% voting rights and rest voting rights of 49.90% was with
others as on 31st March 2010. As per Section 42(3) of the Companies
Act, 1956, AIBPL being subsidiary of AGSL did not have right to vote on
those shares, accordingly total voting rights in AGSL reduced by 0.13%
resulting into increase in voting power of ACMS to 50.03% in AGSL and
thus AGSL became a subsidiary of ACMS in terms of provisions of Section
4 of the Companies Act,1956.
Accordingly as per the provisions of Section 4 (1) (c) of the Companies
Act, 1956 all the 5 subsidiaries of AGSL also became subsidiaries of
ACMS as on 31st March 2010.
However, Almondz Insurance Brokers Pvt. Ltd. (AIBPL) has sold some of
its shares on 10-06-2010 resulting its holding in AGSL reduced to 0.05%
and accordingly total voting rights in AGSL reduced by 0.05%. Out of
total voting rights, ACMS has only 49.99% voting rights in AGSL and
accordingly AGSL and all its subsidiaries ceased to be subsidiaries of
ACMS w.e.f.10-06-2010.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements, drawn up in accordance with the
applicable Accounting Standards, form part of the Annual Report. In
view of this and in accordance with the approval granted by the Central
Government under Section 212(8) of the Companies Act, 1956, the Balance
Sheet, Profit and Loss Account, Report of the Board of Directors and
Report of the Auditors of the Subsidiary Companies, have not been
attached to the Balance Sheet of your Company. The financial
information relating to all the Subsidiary Companies, in the aggregate,
has been disclosed in the consolidated financial statements, as
required by the Central Government as part of its approval. The
consolidated financial statement attached to this Annual Report is
prepared in compliance with Accounting Standard and Listing Agreement
prescribed by SEBI.
Further,
- The details of accounts of all the Subsidiary Companies have been
posted by your Company on its website à www. almondzcapital.com
- The annual accounts of the Subsidiary Companies and related detailed
information will be made available to the members upon request.
- Annual accounts of the Subsidiary Companies will be available for
inspection by the members, at the head offices of the Company and the
Subsidiary Companies concerned.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, covering matters listed
in Clause 49 of the Listing Agreement for the year under review, is
given as a separate statement elsewhere in the Annual Report.
DIRECTORS
Mr. Harjit Singh Sudershan Sethi was appointed as an Additional
Director by the Board with effect from May 29, 2010. In accordance with
Section 260 of the Companies Act, 1956, he will hold office only up to
the date of the ensuing Annual General Meeting. Being eligible, he
offers himself for re-appointment.
In accordance with the provision of the Companies Act, 1956 and
Articles of Association of the Company Mr. Sanjay Grover retires at the
18th Annual General Meeting and being eligible offers himself for
reappointment.
A brief resume of the Directors being appointed / re-appointed, nature
of their expertise in the specific functional areas is mentioned in the
Corporate Governance section. Other details of Directors and names of
companies in which they hold the Directorship and / or Membership /
Chairmanship of Committees of the Board, as stipulated under Clause 49
of the Listing Agreement, is given in the Statement of Corporate
Governance elsewhere in the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to the Directors Responsibility Statement, it
is hereby confirmed :
(a) that in preparation of the Balance Sheet and the Profit & Loss
Account of the Company, the applicable accounting standards have been
followed alongwith the proper explanation relating to the material
departures;
(b) that the Directors have selected such accounting policies and
applied them consistently and made judgements 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 or loss of the Company for that period;
(c) that the Directors 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;
(d) that the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS AND AUDITORS REPORT
M/s H. V. & Associates, Chartered Accountants, Statutory Auditors of
the Company will retire at the conclusion of the forthcoming Annual
General Meeting are recommended to be re- appointed as Auditors of the
Company. A letter from them confirming that, if they are re-appointed
as the Statutory auditors of the Company, such appointment will be in
accordance with the provisions of Section 224(1B) of the Companies Act,
1956, and they are not disqualified in terms of Section 226 of the
Companies Act, 1956, from being appointed as the Statutory Auditors of
the Company, has been received.
The notes to the accounts referred to in the Auditors Report are
self-explanatory and therefore, do not call for any further comments.
STATUTORY STATEMENT
The statements, pursuant to Section 217(1)(e) of the Companies Act,
1956 read with Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988, with respect to the conservation of
energy, technology absorption, foreign exchange earnings and outgo are
not applicable to your Company.
Your Company has not paid any remuneration to any of the employees of
the Company attracting the provisions of Companies (Particulars of
Employees) Rules, 1975, read with Section 217 (2A) of the Companies,
Act, 1956, as amended to date. Hence, no information is required to be
appended to the Repot in this regard.
Your Company has not accepted any Fixed Deposits during the year under
review.
The Equity shares of the Company are listed at Delhi Stock Exchange
Ltd., and Bombay Stock Exchange Ltd. and the Annual Listing fees have
been paid to each of these Stock Exchanges.
CORPORATE GOVERNANCE
Your Company is committed to the tenets of good Corporate Governance
and has taken adequate steps to ensure that the requirements of
Corporate Governance as laid down in Clause 49 of the Listing Agreement
are complied with.
The Report on Corporate Governance forms part of the Directors Report,
and is annexed herewith.
As required by the Listing Agreement, Auditors Report on Corporate
Governance and a declaration by the Managing Director with regard to
Code of Conduct are attached to the said Report. The Management
Discussion & Analysis is given as a separate statement forming part of
the Annual Report.
Further, as required under Clause 49 of the Listing Agreement, a
certificate, duly signed by the Managing Director and Chief Financial
Officer on the Financial Statements of the Company for the year ended
March 31, 2010, was submitted to the Board of Directors at their
meeting held on August 13, 2010. The certificate is attached to the
Report on Corporate Governance.
GROUP
The following persons constitute the Group pursuant to Regulation 3 (1)
(e) of SEBI (substantial aquisition of shares and takeovers)
Regulations, 1997 :
Mr. Navjeet Singh Sobti
Ms. Gurpreet N S Sobti
Innovative Money Matters Pvt. Ltd.
Almondz Global Securities Ltd.
or any other Company, firm or trust promoted or controlled by the
above.
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to express their sincere
appreciation for the excellent support and co-operation received from
the Banks and Financial Institutions, for the continued enthusiasm,
total commitment, dedication and efforts of the employees of the
Company. We are also deeply grateful for the continued confidence and
faith reposed on us by the Shareholders.
For and on behalf of the Board of Directors
Ramesh Peer G. P. Agrawal
Managing Director Director
New Delhi
13th August, 2010
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