AFFLUENCE

Board’s Report

To,

The Members,

Aryan Share and Stock Brokers Limited

The Directors of the Company feel amiable in presenting 22nd Annual Report of the Company Along with the Audited Statement of Accounts and Auditors’ Report for the Financial Year ended 31st March 2017

1.)       FINANCIAL PERFORMANCE:                       

                                                                                                                                      (Amt in Rs.)

2.) STATE OF COMPANY’S AFFAIRS:

There is No change in the Nature of the Business of the Company during the Financial Year 2016-17 Despite of difficult market conditions, healthy competition in the market and lack of interest of the investors, the performance of your Company has been satisfactory and to achieve the healthy growth for its stakeholders. The performance evaluations of the Company are as under; Revenue: During the financial year 2016-17, the revenue of the Company has increased from Rs.  255.91 lacs to Rs. 401.42 lacs, it shows that the revenue of the Company increased by 63.75% (approx) as compared to previous financial year 2015-16. Expenses: In Financial Year ended 31st March, 2017, the expense of the Company is increased from Rs. 228.55 lacs to Rs.305.78 lacs as compared to the previous financial year ended on 31st March, 2016. But the depreciation & amortisation cost of the Company is decreased by Rs. 1.06 Lacs as compared to the previous financial year 2015-16.

3.)  DIVIDEND:

Keeping in view the growth prospects of the Company the Board of your company has not recommended any Dividend for the Financial Year 2016-17.

4.)  MATERIAL CHANGES AND COMMITMENTS:

The Company has not undergone any Material Changes during the Financial Year that may affect the Financial Worth of the Company in any way.

There are No Significant and Material orders passed by the Regulators, Tribunals or Courts which can have a significant impact on the status of the Company of being a going concern and Company’s Operations in future.

5.)  INTERNAL FINANCIAL CONTROL:

Your Directors state that there are adequate Internal Controls in the Company for ensuring the Smooth working of the Operations and growth of the organization

6.) MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

As the requirement under SEBI(LODR), 2015 the Management is required to prepare MDAR , for that reason it has been annexed as Annexure-4 forming part of this Report.

7.) REPORT ON CORPORAE GOVERNANCE:

Your Company has not been involved in any unethical Practices and has complied with all the Compliance related requirements. A detailed Report on Corporate Governance is required to be made by the Compliance Officer of the Company as per SEBI (LODR), 2015. The same has been annexed in the Report as Annexure-5.

8.)  SUBSIDIARIES/ JOINT VENTURE / ASSOCIATE COMPANIES:

 The Company has no Subsidiary/ Joint Venture/ Associate Company and hence is not required to prepare any Consolidated Financial Statement.

9.)  DEPOSITS:

The Company has not accepted any Deposits during the Financial Year 2016-17 which are required to be reported as per Chapter V and Section 73 to 76 of the Companies Act, 2013.

10.)  DIRECTORS RESPONSIBILITY STATEMENT:

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

1.        In the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

2.        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 as at March 31, 2017 and of the profit of the Company for the year ended on that date;

3.        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;

4.        The Directors have prepared the annual accounts on a ‘going concern’ basis;

5.        The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6.        The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11.)   EMPLOYEE STOCK OPTION:

 During the year there has not been any issue of Equity shares to the Employees of the Company on differential basis. Hence, no such information is required to be filed under the provisions of Companies Act, 2013.

12.)   AUDITOR AND AUDITORS’ REPORT:

The Board has appointed Ramesh & Ramachandran, Chartered Accountants (Firm registration no. 02981S) to conduct the Statutory Audit for the year 2016-17. There is no qualification or adverse remarks in auditor’s report which require any clarification/ explanation. The notes on financial statements are self explanatory and needs no further explanation. Further the Auditors’ Report for the financial year ended, 31st March, 2017 is annexed herewith for your kind perusal and information.

 13.)  EXTRACT OF ANNUAL REPORT:

 HEREWITH the Extract of Annual Return in the Specifies form i.e. Form No. MGT 9 has been enclosed as the Annexure-1.

14.)   CORPORATE SOCIAL RESPONSIBILITY:

 As the Net Worth, Turnover and Net Profit are below the Limits as prescribed under Section 135 of the Companies Act, 2013 and Rule 9 of the Companies(Corporate Social Responsibility Policy) Rules, 2014, hence the Company is not required to contribute in CSR.

15.)   DIRECTORS AND KEY MANAGERIAL PERSONNNAL:

During the year under review, the following changes occurred in the position of Directors/KMP of the company.

 Underneath a table has been provided consisting of the information regarding Directors of your Company

* Mr. Ranganathan Giridharan was held the position of chief financial officer with effect from 30th March 2017.

                 @ Swati Jain appointed as the company secretary with effect from 16th March, 2017.

16.)   MEETINGS OF BOARD:

  The following Meetings of board of directors held During the Financial Year 2016-17

17.)    COMMITTEE OF BOARD OF DIRECTORS:

Pursuant to section 178 and other applicable provisions of the Companies Act, 2013 Company had constituted the following Board Committees

The composition of all committees has been stated under corporate governance report as an integral part of Annual Report.

18.)    BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as mutually evaluated their performance along with the performance of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee etc. Various aspects such as Composition, Attendance, Duties, Obligations, etc. have been evaluated under this. The performance of the Directors was assessed individually and as a Whole.

19.)  CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO ARE AS FOLLOWS:

The particulars as required under the provisions of section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished the nature of activities undertaken by the company during the year under review.

a)        Conservation of energy  : NA

b)        Technology absorption : NA

c)        Foreign exchange earnings and outgo : NA

20.)    REMUNERATION TO DIRECTORS:

The remuneration paid to Executive, Non-Executive and Independent Directors are disclosed in the extract to the Annual Return in Form MGT-9. The same has been annexed as Annexure-1 of Board Report.

21.)    RISK MANAGEMNT POLICY:

 Risk Management is an integral part of the business process. The Company has mapped the risks at the business processes and enterprise levels and has evolved a risk management frame work. The mitigate measures taken are reviewed periodically at the Board. Adequate back up of the systems in 3 sets are being taken and as a one more avenue, remote serve technology is being operated to mitigate any eventuality. The management is proud to say that not even a single trading day is not lost nor data is lost due to the effective risk management strategy.

22.)   VIGIL MECHANISMPOLICY/WHISTLE BLOWER POLICY:

Company has formulated and published a whistle Blower Policy to provide vigil mechanism for employees including directors of the Company to report genuine concern. The mechanism ensures that strict confidentiality is maintained whilst dealing with the concern and also that no discrimination will be meted to any person for a genuinely raised concern. The Chairman of the Audit Committee may also contacted by employees to report any suspected or concerned incident of fraud/ misconduct. The provision of policy is in line with the provision of the section 177(9) of the Act; the policy is available on company’s website www.assbl.com

23.)  REMUNERATION POLICY:

In accordance of section 178 and other applicable provisions of companies Act 2013 read with rules there under and applicable regulations of SEBI (Listing Obligation And Disclosure) Requirements, 2015 the board has formulated the nomination and remuneration policy of your company on the recommendations of nomination and remuneration committee; the policy is available on company’s website:www.assbl.com

24.)   SECRETERIAL AUDIT:

The board has appointed Shruti Manwani, Company Secretary (ACS no 41418), to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31st, 2017 is annexed herewith marked as Annexure-3 to this Report. The Secretarial Audit Report does not contain any qualificati on, reservation or adverse remark.

25.) PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED:

The company has not given any loan, done any investment or provided any guarantee under Section 186 of the Companies Act, 2013.

26.)  RELATED PARTY TRANSACTION:

None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transaction with related parties pursuant to section 134(3) (h) of the act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-2 in Form AOC-2 and the same forms part of this report.

27.) DISCLOUSER UNDER THE SEXUAL HERASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND REDRESSAL) ACT, 2013:

Aryan Share And Stock Brokers Limited is to provide the healthy environment to its employees, the company has in place a prevention of the Sexual Harassment Policy and an internal complaints committee as per the requirements of sexual harassment of women at workplace (Prevention, Prohibition And Redressal) Act, 2013. The policy is available on company’s website: www.assbl.com

 28.) DECLARATON BY INDEPENDENT DIRECTORS:

Your company has received declaration from all the independent directors confirming that they meet the criteria of independence as prescribed under the provisions of the companies act, 2013 read with schedules and rules issued thereunder as well as Regulation 16(1) (b) of Listing Regulation (including any statutory modifications(s) or reenactment(s) for the time being in force).

29). DISCLOUSER REQUIREMENT:

Ø  As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with the stock exchanges, corporate governance report with auditors’ certificate thereon and management discussion and analysis are attached, which form part of this report.

Ø Details of the familiarization programme of the independent directors are available on the website of the Company www.assbl.com

Ø During the year the company has not transferred any amount to General reserve.

30.) ACKNOWLEDGEMENT:

Your Director wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendor and Shareholders during the year under review. Your Director also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and workers of the Company

                                                                 For and on behalf of the Board of Directors

                                                                        Aryan Share and Stock Brokers Limited

Annexure-1

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March 2017

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

I.      REGISTRATION & OTHER DETAILS:

  II.   PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

                        III.    PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

IV.SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

A)        Category - Wise Share Holding

B)        Shareholding of Promoter-

C)        Change in Promoters’ Shareholding (please specify, if there is no change)

D)     Shareholding Pattern of Top Ten Shareholders:

      (Other than Directors, Promoters and Holders of GDRs and ADRs):

E)           Shareholding of Directors and Key Managerial Personnel:

  V. INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due for payment: NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A.    REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER:

B.        REMUNERATION TO OTHER DIRECTORS (Independent & Other Non Executive):  NIL

C.        REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD: NIL

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

                                                                                                                                           For and on behalf of the Board of Directors

                                                                                                                                                Aryan Share and Stock Brokers Limited

Annexure-2

Form No. AOC-2

(As per “the Act” and rule made there under)

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM’S LENGTH BASIS

(a) Name(s) of the related party and nature of relationship -NA

(b) Nature of contracts/arrangements/transactions -NA

(c) Duration of the contracts / arrangements/transactions-NA

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: -NA

(e) Date(s) of approval by the Board, if any: -NA

(f) Amount paid as advances, if any: -NA

2.  DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR TRANSACTIONS AT ARM’S LENGTH BASIS

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions:

(c) Salient terms of the contracts or arrangements or transactions including the value, if any

Terms of the contract conform to the prevailing market rates and all the care has been taken to ensure reasonability of prices as compared to the prevailing rates in the market better quality products and timely supplies.

(d) Justification for entering into such contracts or arrangements or transactions

It is ensured that the contract with the Contracting party is advantageous to the Company and its shareholders. The Company intends to ensure following aspects by dealing with contracting parties:

(e) Date(s) of approval by the Board: all the quarterly meetings held during the FY 2015-16.

(f)  Amount paid as advances, if any: NIL

(g) Date on which the special resolution was passed in general meeting as required under first proviso to section 188: N.A.

3.  THE DETAILS OF ALL RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18 HAVE BEEN DISCLOSED IN NOTES TO ACCOUNTS OF FINANCIAL STATEMENT.

                                                                                                        (By Order of the Board)

                                                                                                                                                                      For Aryan Share & Stock Brokers Limited

                                                                            Shanmukh N. Shah

                                                                                               Managing Director

                                                                                                                                                                                             DIN: 00554879

Place: Chennai

Date: 14.08.2017

Annexure-3

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

For the period April 1, 2016 to March 31, 2017

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014]

To,

The Members

Aryan Share & Stock Brokers Limited,

CIN: L65993TN1995PLC031800

Reg. off: Old No.3, New No.7, 7th Cross Street,

Shenoy Nagar, Chennai 600030

FOR THE FINANCIAL YEAR ENDED 31ST March, 2017

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Aryan Share & Stock Brokers Limited(CIN: L65993TN1995PLC031800) (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Aryan Share & Stock Brokers Limited (“the Company”) for the financial year ended on 31st March, 2017 according to the provisions of:

(i)           The Companies Act, 2013 (“the Act”) and the rules made thereunder;

(ii)         The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii)        The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv)        Foreign Exchange Management Act,1999 and the Rules and Regulation made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

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

a)        The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

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

c)        The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.– (Not applicable during audit periodas there is no issue of capital during the period of audit)

d)       The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. (Not applicable during audit periodas there are no issue of shares under ESOP or ESPS scheme during the period of audit.

e)       The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.(Not applicable during audit period)

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

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

h)       Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2009.(Not applicable to the Company during the Audit Period).

i)         The Memorandum and Articles of Association.

(VI)           Following other laws  as are not applicable to the company :

a.        The Factories Act, 1948

b.        Acts pertaining to Mining activities and the Rules corresponding there under

c.        Laws and rules related to labour appointed by the Company either on the payroll or on contractual basis as related to wages, gratuity, provident fund, ESIC, compensation, etc.

d.        Payment of Wages Act, 1936

e.        The Minimum Wages Act, 1948,

f.         Employees’ State Insurance Act, 1948,

g.        Provident Fund Act 1952 & Employees Pension Scheme 1995,

h.        The Payment of Bonus Act, 1965,

i.         Payment of Gratuity Act, 1972,

j.         The Water (Prevention & Control of Pollution) Act, 1974, Read with Water (Prevention & Control of Pollution) Rules, 1975,

k.        Prevention of Child Labour Act,

l.         Industries (development & Regulations) Act 1971

m.      Acts prescribed under Environmental protection and the Rules prescribed there under.

(VII)         The laws, regulations, directions, Orders applicable specifically to the Company are as follows:

1.        SEBI (Depositories and Participants) Regulations, 1996

2.        SEBI (Intermediaries) Regulations, 2008

3.        SEBI (Stock Broker and Sub-Brokers) Regulations, 1992

4.        SEBI (Merchant Bankers) Regulations, 1992

5.        Prevention of Money Laundering Act, 2002

As per a certificate submitted by the Managing Director, the company has complied with all the laws and regulations governing the company’s behavior as a Public Listed Company,  has been following due processes enabling the Company to comply by all the legal requirements applicable to a Public Listed Company and has adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

1.     I have also examined compliance with the applicable clauses of the following:

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

ii)        I have also examined compliance of the applicable Clauses of the Listing Agreements entered into by the Company with the Madras Stock Exchange Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and partially complied with Secretarial Standards mentioned above.

2.     I further report that

a)     The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors during the period under review.

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

c)     There was no prosecution initiated and no fines or penalties were imposed during the year under review under the Act, SEBI Act, SCRA, Depositories Act, Listing Agreement and Rules, Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers.

3.     I further report that no audit has been conducted on compliance with finance and taxation laws as the same are subject to audit by Statutory Auditor and Internal Auditor to the Company and their observations, if any, shall hold for the purpose of the Audit Report.

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

5.     I further report that there is scope to improve the systems and processes in the company and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines and as informed, the Company has responded to notices for demands, claims, penalties etc. levied by various statutory/regulatory authorities and initiated actions for corrective measures, wherever necessary.

                                                                                                                                                                                                                                           Sd/-

Shruti Manwani

ACS No: 41418

C P No: 15524

Place: Bhopal

Date: 14/08/2017

Note: This report is to be read with our letter of even date which is annexed as ‘ANNEXURE A’ and forms an integral part of this report.

ANNEXURE A

To,

The Members,

Aryan Share & Stock Brokers Limited

Old No. 3, New No. 7, 7th Cross Street

Shenoy Nagar, Chennai-600030

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

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

2.        I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The veri?cation was done on test basis to ensure that correct facts are re?ected in secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion.

3.        I have not veri?ed the correctness and appropriateness of ?nancial records and Books of Accounts of the Company and have relied on the report of statutory auditors on direct and indirect taxes.

4.        Where ever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

5.        The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards is the responsibility of management. My examination was limited to the veri?cation of procedures on test basis.

6.        The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

                                                                                                                                                             Sd/-

Shruti Manwani

ACS No: 41418

C P No: 15524

Place: Bhopal

Date: 14/08/2017

Annexue-4

Management Discussion and Analysis Report:-

Ø  Economic Overview

According to the Economic Survey, the Indian economic growth rate was in the range of 7.10% in Financial Year 2016-17. The overall economic outlook is improving due to a number of reasons such as government reforms, favorable external environment and improved investor sentiments.

The government has introduced new concept of ‘Demonetization’ for promoting ethical culture throughout India and simultaneously eliminating the worm which spoils the economy slowly but majorly i.e. Corruption. The government’s commitment and efforts to improve the financial scenario in India will help many companies in the medium to long term.

In the long term, India’s growth story remains intact, supported by a positive demographic dividend, rapid urbanization and increasing domestic consumption driven by a growing middle class.

Ø  Business outlook and segment–wise performance:

 Your Company is engaged in providing share market broker services derivative trading and provides depository services. The growth and progress of the Company depends directly on the share market in India and abroad. In the opinion of the Directors, the growth in the share market is highly volatile. 

Ø  financial performance with respect to operational performance:

Your Company is engaged in providing share market broker services and derivative trading. The growth and progress of the Company depends directly on the share market in India and abroad. In the opinion of the Directors, the growth in the share market is highly volatile.

Ø  Opportunities and Threats:

India has averted the effects of the global slump and continues to grow. More and more multinational companies are now targeting India as the hub for manufacturing and exporting. This provides good opportunities to component manufacturers and service providers for accelerated growth. Project expansion is in progress demanding many companies tapping the capital market. Due to globalization, there is an expansion expected in the derivatives market also.

Ø  Internal control Systems and their adequacy:

Your Company continues to engage the services of an independent agency to carry out internal audit of all the segments of the Company. The Audit Committee of the Board approves the audit plan in the beginning of the financial year in consultation with the internal auditors, the statutory auditors and the management. The findings of the internal auditors are placed before the Audit committee for their comments. The response and counter measures are discussed in the Audit Committee meetings. The process ensures reliability of control systems and compliance with laws.

Ø      Risk and concern:

 Risk Management is an integral part of the business process. The Company has mapped the risks at the business processes and enterprise levels and has evolved a risk management frame work. The mitigate measures taken are reviewed periodically at the Board. Adequate back up of the systems in 3 sets are being taken and as a one more avenue, remote serve technology is being operated to mitigate any eventuality. The management is proud to say that not even a single trading day is not lost nor data is lost due to the effective risk management strategy.

Ø  Human Resource Development and Industrial Relations:

Your Company attaches significant importance to Human Resource Development and harmonious industrial relations. The management is continuously working ways to better adjust the individual to his job and the environment, the greatest involvement of an employee in various aspect of his work and the greatest concern for enhancing the capabilities of the individual. On an average, each employee across all segments is trained for 5 days.

Ø  Cautionary statement:

The information and opinion expressed in this report may contain certain forward-looking statements, which the management believes are true to the best of its knowledge at the time of its preparation. Actual results may differ materially from those either expressed or implied in this report.

Annexure-5

CORPORATE GOVERNANACE REPORT

 As provided in the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per some of the international practices followed all over the world making of Corporate Governance is one of that. The Report consists of various steps taken by the Company for the purpose of fulfilling Corporate Governance compliances. Below are the details:-

(1.)                 INTRODUCTON :

‘Corporate governance is concerned with ways of bringing the interests of investors and manager into line and ensuring that firms are run for the benefit of investors’. Corporate governance includes ‘the structures, processes, cultures and systems that engender the successful operation of organizations’

“Corporate governance deals with laws, procedures, practices and implicit rules that determine A Company’s ability to take informed managerial decisions vis-à-vis its Claimants–in particular, its shareholders, creditors, customers, the State and employees.

There is global consensus about the objective of ‘good corporate governance i.e. maximizing long-term shareholder value.

(2.)        COMPANY’S PHILOSOPHY :

Company plans to have its presence in various locations all over India. For the purpose of making its existence, the company along with its Workforce and the Technology is working at its optimum level for the purpose of providing convincing results to all its stakeholders are and bringing itself up to that stage where its Human Capital gets feel of belongingness and self-esteem.

(3.)        BOARD OF DIRECTORS :

The Board of the Company is assigned the ultimate responsibility for the Management of general and specific functions of the Company and also for overseeing the performance of the company as a whole. They are the ones who are entrusted with numerous powers for the purpose of Management of the Affairs of the Company. Articles of the Company give various implied powers to them and remaining powers are given to them by the Members, by way of passing of resolution in the General Meeting.

Ø COMPOSITION OF THE BOARD :

As the Company is required to maintain optimum combination in the Board Dr. Uma Rajesh, a Non Executive Director of Company, is the Chairperson of the Board. The Board of Directors of Company comprise of  six Directors  consists of Three Executive, One women Non-Executive and two Independent Directors to the optimum level required as per the provisions of various Legislations applicable. The Structure of the Board of the Company is wholly in compliance with the laws applicable, as it consists of Executive, Non-Executive and Independent Directors. The maximum tenure of Independent Directors are within the limits mentioned under the provisions of the Companies Act, 2013 (“Act”) and the Independent Directors confirm that they meet the criteria Mentioned under Section 149(6) of the Act.

Ø NUMBER OF BOARD MEETINGS:

The Company has complied with all the provisions of the Companies Act, 2013 and Rules made there under regarding the conduction of Board Meetings. The company has conducted all the Meetings of the Board within the time interval specified under the Act and Rules for the purpose of discussing and deciding the Company’s policy and strategy. The Annual Pre-scheduled tentative calendar for the Board and Committee Meetings is circulated to all the Directors. During the financial Year 2016-17 following below mentioned are the details of the Board Meetings held :-

Ø        BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The Board met 7 times in financial year 2016 -17 viz., on 27.04.2016, 01.07.2016, 19.08.2016, 02.11.2016, 25.01.2017, 16.03.2017 and 30.03.2017. The maximum interval between any two meetings did not exceed 120 days. 

The notice of Board meeting along with agenda was given well in advance to all the Directors. The meetings of the Board are held at the registered office of the Company. The names and categories of the directors on the board, their attendance at board meetings held during the year and the number of directorships and committee chairmanships / memberships held by them in other public companies as on March 31, 2017 are given herein above. Other directorships do not include directorships of private limited companies, Section 8 companies and of companies incorporated outside India. Chairmanships / memberships of board committees shall include only Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee.

Ø SEPARATE MEETINGS OF INDEPENDENT DIRECTOR

At least one Separate Meeting of the Independent Directors is required to be conducted by and among them as per the provisions of Regulation 25(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 without the attendance of Non- Independent Directors and members of management. All the Independent Directors of the Company shall strive to be present at such meeting.  The Independent Directors met one time during the Financial Year ended 31 March, 2017 on 20th March, 2017 and inter alia discussed the following:-

(a)          Reviewing the performance of non-independent directors and the Board as a whole;

(b)         Reviewing the performance of Chairperson of the company, and considering the views of executive and non-executive directors;

(c)          Assessing the quality, quantity and timeliness of the flow of information between the company management and Board that is necessary for the Board to effectively and reasonably perform their dues.

Ø  FAMILARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In Compliance of SEBI (LODR) Regulation 2015 Company has conducted a familiarization programme for Independent Directors of the Company for familiarizing with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The details of such familiarization programmed for Independent Directors are posted on the website of the Company and can be accessed at www.assbl.com.

Ø  COMMITTEES OF THE BOARD

The Board has been authorized by the provisions of the law regarding the delegation of the work to the Committees formed by an authentic Board Resolution for ensuring that the best practices are being carried in the organization. The Board supervises the operations being carried out by the committees so formed and is also responsible for actions performed by them. The minutes of the Meetings of such committees are placed before the Board for review. The Board of the company has formed following committees:-

A.    AUDIT COMMITTEE :-

Pursuant to the provisions laid under Regulation 18 of SEBI (LODR) Regulation, 2015 the Company is required to constitute an Audit Committee which shall oversee the operations regarding Finance, Audit, Internal control, etc. Hence, the same has been formed by the Company. It acts as a link between Management, Statutory and Internal Auditors and the Board. It recommends the appointment or re-appointment of statutory and internal auditors.

I.      Composition of audit Committee :-

The composition of the committee is as per the limits laid under Section 177 of the Companies Act, 2013. Also the Members of the committee possess relevant experience in the field of Finance.

ii.      Meeting of Audit Committee:-

During the Financial Year ended 31st March, 2017, Four Audit Committee Meetings were held on 27.04.2016, 19.08.2016, 02.11.2016 25.01.2016 and 30 March, 2016.The necessary quorum was present for all the meetings.

iii.    Powers of Audit Committee :-

 It includes the following:

(1)               Investigating any activity falling within the terms of its Appointment.

(2)               Seeking information from any employee.

(3)               Obtaining outside legal or other advice.

(4)               Securing attendance of outsider with relevant expertise, if it considers necessary.

(5)               Any other matter as may be required by SBI (LODR) Regulation, 2015 or companies Act, 2013 and rules made there under or any other Legislation applicable.

iv. Role of Audit Committee:-

  The role of audit committee shall include the following:-

1.     Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the Financial Statement is correct, sufficient and credible;

2.     Recommending to the board for appointment (including re-appointment and replacement), remuneration and terms of appointment of auditor of the Company;

3.     Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4.     Reviewing, with the management, the annual Financial Statements and auditor's report thereon before submission to the board for approval, with particular reference to:-

a. Matters required being included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the Financial Statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to Financial Statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report.

5. Reviewing with the management, the quarterly Financial Statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

  7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

 8. Approval or any subsequent modification of transactions of the Company with related parties;

 9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and Risk Management systems;

 12. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of    the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. Reviewing the functioning of the Whistle Blower mechanism in case same is existing;

19. Overseeing the performance of Company's Risk Management Policy;

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

22. Any other function as may be required from time to time by the Listing Regulation, Companies Act, 2013 and rules made there under and any other statutory, contractual or other regulatory requirements to be attended to by such committee.

V.   Information to be reviewed by Audit Committee:

1.        Review of the Company’s Financial reporting process and the disclosure of its financial information

2.        Review with management the annual financial statements before submission to the Board

3.        Reviewing the adequacy of internal audit functions

4.        Reviewing with the management, external and internal auditors, the adequacy of internal control systems

5.        Discussion with external auditors before the audit commences nature and scope of audit and post-audit discussion to ascertain any area of concern.

6.        Reviewing the Company’s various financial and risk management policies and practices.

iv.    NOMINATION AND REMUNERATION COMMITTEE :

Pursuant to the provisions of Regulation 19 of SEBI (LODR) Regulations, 2015 a Company is required to constitute Nomination and Remuneration Committee and the same has been formed by your company. Following are the details of the Meetings held:-

a)        Composition of Remuneration Committee :-

The composition of the committee is as per the limits laid under Section 178 of the Companies Act, 2013. Also the Members of the committee possess relevant experience in the field of Finance.

b)     Meeting of Nomination and Remuneration Committee:

During the Financial Year ended 31st March, 2017, two Meetings of Nomination and Remuneration Committee were held on 13th August 2016, and 27th January, 2017. The necessary quorum was present for this meeting:

c)     Role of Nomination and Remuneration Committee :

The role of the Nomination and Remuneration Committee shall include the followings:-

1.     Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2.     Formulation of criteria for evaluation of Independent Directors and the Board;

3.     Devising a policy on Board diversity;

4.     Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

5.     Any other function as may be required from time to time by the Listing Regulation, Companies Act, 2013 and rules made there under and any other statutory, contractual or other regulatory requirements to be attended by such committee.

d)     Remuneration Policy:

The Company has adopted the Policy for Remuneration of Directors, Key Managerial Personnel (KMPs) and other Employees of the Company. The detailed policy is in process to uploaded on the website of the Company and can be accessed at www.assbl.com

e)     Remuneration of Directors:

Remuneration of Executive Directors is decided by the Board, based on the recommendations of the Nomination and Remuneration Committee as per the remuneration policy of the Company, within the ceilings fixed by the shareholders.

f)      Remuneration to Non-Executive Directors:

 During the year ended 31 March, 2017, the Company has not paid any remuneration either in the form of commission or sitting fee to its non-executive Directors.

v.   Shareholders / Investors Grievance Committee

A Shareholders / Investors Grievance Committee of Directors were re-constituted on 08/08/2005.  It is empowered to oversee the redressal of investors’ complaints pertaining to share transfer, non-receipt of annual reports, transmission of shares and miscellaneous complaints. It also oversees the performance of Registrars and Share Transfer Agents and recommends measures for overall improvement in the quality of investor services.  During the year under review four Investor Grievance Committee meetings were held on 4.  The composition of committee and the Attendance at its meeting is given hereunder:

Composition:

 Investor Correspondence (Details of Compliance Officer):   

For any assistance regarding dematerialization of share transfer, transmissions, change of address or any query relating to shares of company please write to:-

Company Secretary & Compliance officer:

ARYAN SHARE & STOCK BROKERS LIMITED

Registered Office: Old No.3, New No.7, 7th Cross Street,

Shenoy Nagar, Chennai 600030

Contact Number: 044 – 30253026

E-Mail Id exclusively for Investor's Grievances: aryan@assbl.com

vi. Share Transfer Committee

Share Transfer Committee deals with all matters pertaining to transfers, transmission, and transposition etc. of equity shares of the Company.  The Committee was reconstituted on 12.05.2008.  The members of the said Committee are:

The meetings are held regularly Transfer of shares are processed and registered within the stipulated time, provided all the documents are valid and complete in all respects. 

vii.  Internal Complaints Committee

 This has been constituted as per The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Woman Director is the chairperson of this committee to address the issues.

The Company adheres to Zero tolerance policy for harassment of women and adequate measures have been taken to ensure the safety of women employees from top management to the bottom level of the organization including those women employees on temporary/contractual tenure.

The members of the Committee are:

Ø STAKEHOLDERS MEETINGS

             The last three Annual General Meetings were held at the Time and Venue mentioned below

Ø  OTHER DISCLOSURES:-

               I.   There are no materially significant transactions with its promoters, the directors or the senior management personnel, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company. The disclosures in respect of Related Party Transactions have been provided in the notes to accounts. All contracts with the related parties entered into during the year are in normal course of business.

              II.   Neither was any penalties imposed, nor was any strictures passed by Stock Exchange or SEBI or Any Statutory Authority on any capital market related matters during the last three years.

            III.   The Company believes in conducting its behavior in an ethical manner which constitutes and results in highest standards of professionalism, honesty, integrity and ethical behavior. Towards this end the Company has framed a Whistle Blower Mechanism.

            IV.   The company has complied with the requirements of SEBI (LODR) Regulation, 2015.

              V.   The Company doesn’t have any subsidiary Company.

            VI.   All the transactions entered into with the Related Parties during the financial year are in the ordinary course of business and are at Arm’s Length Price. And hence doesn’t attract any relevant provision.

           VII.   The website of the company has been made keeping in view various legislations applicable.

Ø INFORMATION FOR SHAREHOLDERS :-

Ø  DEMATERIALIZATION AND LIQUIDITY :-

 The shares of the company are being traded on the stock exchange under the depository system of National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL)

Ø OUTSTANDING ADRs/GDRs/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS :-

The company had not issued any ADR/GDR/Warrants or any convertible instruments till that date i.e. 31st March, 2017.

Ø DECLARATION REGARDING AFFIRMATION OF CODE OF ETHICS

In confirmation with the Regulation 34(3) of SEBI (LODR) Regulation, 2015 the Company has obtained written confirmation from the Directors that the company has complied with the Code of conduct applicable to the Company by the pursue of any Legislation.

Ø DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH 2017

          Shareholding Pattern as at 31st March 2017

 The Company has obtained a certificate from its Statutory Auditor M/S Ramesh & Ramachandran (Chartered Accountants) that confirms that the company has complied with Corporate Governance as stipulated under Regulation 34(3) of SEBI (LODR) Regulation, 2015

Ø  DECLARATION REGARDING AFFIRMATION OF CODE OF CONDUCT:

In terms of the requirements of SEBI (LODR) Regulation, 2015 the Company has received a certificate from its CEO pursuant to Schedule V Clause D of SEBI (LODR) Regulations, 2015 confirming and declaring that all the members of the Board of Directors and the senior management personnel have affirmed compliance with the code of conduct, applicable to them, for the Year ended 31 March, 2017.

Ø ADDRESS FOR CORRESPONDENCE :-

1.)                  Share Transfer Agent :

Name              GNSA Infotech(P) Ltd

Address         Nelson Chambers Block F, 5th Floor,115, Nelson Manickam Road Aminthakarai, Chennai 600029  Contact No      +91-44-4296 2000

2.)                  M/S Aryan Share & Stock Brokers Ltd.

 Address            Old No.3, New No.7,7th Cross Street, Shenoy Nagar, Chennai 600030      Contact No.      044-30253026

                                                                                                                                                            For and on behalf of the Board of Directors      

                                                                                                                                 Aryan Share and Stock Brokers Limited

Date: 14/08/2017Place: Chennai

.) STATE OF COMPANY’S AFFAIRS: There is No change in the Nature of the Business of the Company during the Financial Year 2016-17 Despite of difficult market conditions, healthy competition in the market and lack of interest of the investors, the performance of your Company has been satisfactory and to achieve the healthy growth for its stakeholders. The performance evaluations of the Company are as under; Revenue: During the financial year 2016-17, the revenue of the Company has increased from Rs. 255.91 lacs to Rs. 401.42 lacs, it shows that the revenue of the Company increased by 63.75% (approx) as compared to previous financial year 2015-16. Expenses: In Financial Year ended 31st March, 2017, the expense of the Company is increased from Rs. 228.55 lacs to Rs.305.78 lacs as compared to the previous financial year ended on 31st March, 2016. But the depreciation & amortisation cost of the Company is decreased by Rs. 1.06 Lacs as compared to the previous financial year 2015-16.

.) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO ARE AS FOLLOWS: The particulars as required under the provisions of section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished the nature of activities undertaken by the company during the year under review. a) Conservation of energy : NA b) Technology absorption : NA c) Foreign exchange earnings and outgo : NA

.)  CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO ARE AS FOLLOWS: The particulars as required under the provisions of section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished the nature of activities undertaken by the company during the year under review. a)        Conservation of energy  : NA b)        Technology absorption : NA c)        Foreign exchange earnings and outgo : NA

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO ARE AS FOLLOWS: The particulars as required under the provisions of section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished the nature of activities undertaken by the company during the year under review. a)        Conservation of energy  : NA b)        Technology absorption : NA c)        Foreign exchange earnings and outgo : NA

.)   CORPORATE SOCIAL RESPONSIBILITY:  As the Net Worth, Turnover and Net Profit are below the Limits as prescribed under Section 135 of the Companies Act, 2013 and Rule 9 of the Companies(Corporate Social Responsibility Policy) Rules, 2014, hence the Company is not required to contribute in CSR.

EMPLOYEE STOCK OPTION:

 During the year there has not been any issue of Equity shares to the Employees of the Company on differential basis. Hence, no such information is required to be filed under the provisions of Companies Act, 2013.