BOARD'S REPORT The Members, Your Directors have great pleasure in presenting the Twenty Eighth Annual Report and the company's audited financial statement for the financial year ended 31st March, 2015. OPERATIONS The operations of the Company for the year under review have resulted in the gross profit of Rs. 15,895.36 thousand as against Rs. 13,968.59 thousand in the previous year. After providing for interest, depreciation and taxes, the Company has recorded a net profit of Rs. 3,721.38 thousand as against Rs. 2,601.49 thousand in the previous year. The gross revenue stood at Rs. 55,912.87 thousand as against Rs. 51,587.99 thousand during the previous year. DIVIDEND In order to conserve the resources for expansion of business and working capital needs, your Directors do not recommend any dividend. SHARE CAPITAL There was no change in the Authorized and Paid up share capital of the Company during the year. CONSOLIDATED FINANCIAL STATEMENTS In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report. SUBSIDIARY COMPANIES The Company has three subsidiaries as on March 31, 2015. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries. A separate statement containing the salient features of the financial statements of all the subsidiary companies of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of the subsidiary companies and all other documents required to be attached to this report have been uploaded on the website of your Company (www.aicononline.com). The financial performance of the subsidiary companies included in the consolidated financial statements of your Company is set out in the note No. 24 of the Notes to Accounts in Consolidated Financial Statements. PUBLIC DEPOSITS During the financial year 2014-15, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS The Company has not made any loan or given any Guarantees during the year which are covered under the provisions of section 186 of the Companies Act, 2013. The details of the investment made by Company during the year are given in the notes to the financial statements. CORPORATE SOCIAL RESPONSIBILITY The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet. Therefore Company has not constituted a Corporate Social Responsibility Committee. The provisions of a Corporate Social Responsibility shall be complied by the Company as and when applicable. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31st MARCH. 2015 AND 10th AUGUST. 2015 (date of Report). There were no material changes and commitments affecting the financial position of the Company between the end of financial year (31st March, 2015) and the date of the Report (10th August, 2015). DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL In accordance with the provisions of Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on 29th May, 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects of the said policy, covering in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report of the Company which forms part of this Report. The Managing Director and Whole-Time Directors of the Company do not receive any remuneration from any of the subsidiary companies of the Company. PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES None of the employees of the Company are in receipt of remuneration exceeding the limit prescribed under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Consequently statement pursuant to Section 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be included. 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 Personnel) Rules, 2014 are provided in the Annual Report. Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary of the Company and the same will be furnished on request. DIRECTORS AND KEY MANAGERIAL PEROSNNEL Pursuant to the provisions of section of 149 of the Act, which came into effect from 1st April, 2014. Mr. Narayan Atal, Mr. Samir Biswas and Mr. Rajendra Bakiwala were appointed as Independent Directors at the Annual General Meeting of the Company held on 14th August, 2014. The terms and conditions of appointment of Independent Directors are as per Scheduled IV of the Act. During the year, the Board of Directors appointed Mrs. Ragini Chokshi as an Additional Director of the Company w.e.f. 14th February, 2015. Mrs. Ragini Chokshi holds office as a Director up to the date of this Annual General Meeting. The Company has received a notice along with the deposit of requisite amount under Section 160 of the Act from a member proposing Mrs. Ragini Chokshi as a candidate for the office of a Director of the Company. In accordance with the provisions of Companies Act, 2013 Mr. Anuj Ajmera (DIN: 01838428), Executive Director retires by rotation and being eligible has offered himself for re-appointment. Mr. Ashok Ajmera, Chairman and Managing Director & CEO , Mr. Ankit Ajmera, Whole -Time Director & CFO , Mr. Anuj Ajmera, Whole -Time Director and Mr. Shailendra Pathak, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS The company has received declarations from all the independent Directors of the company confirming that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement with the Stock Exchange. BOARD EVALUATION Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Relationship Committee and Risk Management Committee. BUSINESS RISK MANAGEMENT Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business. VIGIL MECHANISM / WHISTLE BLOWER POLICY Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower in its meeting held on 29th May, 2014 and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. BOARD MEETINGS During the year four Board Meetings and one Separate Meeting of Independent Directors was held. The details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between the two meetings. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013; a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. All Related Party Transactions are placed before the Audit Committee for the approval. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website <http://ajcononline.com/Related_Party_Transaction.asp>. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. AUDITORS Members of the Company at the 27th Annual General Meeting had appointed M/s. Bhatter and Co.(Firm Registration No. 131092W), Chartered Accountants as Statutory Auditors of the Company for a period of three years upto the conclusion of 30th Annual General Meeting of the Company subject to ratification of such appointment by the members at every Annual General Meeting. Accordingly, ratification of appointment of M/s. Bhatter and Co. as Statutory Auditor of the Company is proposed at the ensuing Annual General Meeting AUDITORS' REPORT The observations made by the Auditors in their Report read with the relevant notes as given in the notes on financial statements for the year ended 31st March, 2015 are self-explanatory and therefore do not call for any further comments. SECRETARIAL & INTERNAL AUDITOR Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. Kothari H. & Associates, Company Secretary in Practice, Mumbai to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report (in Form No. MR. 3) is attached as "Annexure- A" to this Report. M/s Atul Donde & Co., Chartered Accountants, Mumbai have conducted the internal audit periodically and submitted their reports to the Audit Committee and their reports were reviewed by Audit Committee from time to time. CORPORATE GOVERNANCE The Company is committed to maintain highest standards of Corporate Governance. To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditor Certificate and shareholders information form a part of this Annual Report. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The prescribed particulars of conservation of energy, technology absorption as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable to your company as we are neither a manufacturing company nor the operation of your Company are not energy intensive. However, the disclosure regarding the same are set-forth below: a) Conservation of Energy: Adequate measure has been taken for conservation of energy and efficient use of resources. Company follows principles of "Green IT". b) Technology Absorption: The Company is vigil on technology absorption as per the requirement of its business operations. However, during the year there was no acquisition of new technology. AJMERA c) Foreign Exchange Earning & Outgo: During the year foreign exchange earnings were NIL (P.Y. Rs. 1040.14 thousand). The expenditure in foreign currency amounted to Rs. 242.35 thousand (P.Y. Rs. 525.46 thousands). EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure -B". TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF The dividends which remain unpaid/unclaimed for a period of seven years, have been transferred on due date by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. The company was required to transfer the sum of Rs. 135.33 thousand to the IEPF and the same has been transferred to said fund within stipulated time in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under. INSURANCE All the properties of the Company are adequately insured. The Company is also adequately insured for its activities as stock & currency brokers and depository participant. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013. The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Your Directors further state that as on date there is no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. HUMAN RESOURCES The well-disciplined workforce is the very foundation of the company's major achievements and shall continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance. ACKNOWLEDGEMENTS Your Directors wish to place on record their thanks and gratitude to Company's bankers, Institutional and other clients and customers, SEBI, NSE, BSE, MCX-SX, CDSL and other Authorities for their support, co-operation, guidance and assistance. The Board is also grateful to the shareholders for their continued confidence. The Board also expresses its deep sense of gratitude to Bank of India for its continued support for the Online Share Trading by its customers under the tie up with the Company. The Board of Directors takes this opportunity to express their appreciation of the sincere efforts put in by the staff and executives at all the levels and hopes that they would continue their dedicated efforts in the future also. By Order of the Board Ashok Ajmera Chairman & Managing Director Date: 10.08.2015 Place: Mumbai |