DIRECTORS REPORT TO THE MEMBERS The directors have pleasure in presenting the 33th annual report together with the audited accounts of the company for the year ended 31st march 2015 OPERATIONS: Net profit has been increased from Rs. 470,976.00 to Rs. 11,801,927.00 as well as operational income is also increased from Rs. 54,929,915 to Rs. 425,208,733-Fur diet, this year performance was good and management also look forward for better improvement. The financial statement of the company have been prepared in accordance with the generally accepted accounting principles in India (Indian gaap)to comply with the accounting standards notified under section 211(3c) of the companies act 1956(which continue to be applicable in respect of section 133 of the companies act 133 of companies act213 in term of rule 7 of the companies account rules 2014 and the relevant provision of the companies act 1956 companies act 2013 as applicable and guidelines issued by the securities and exchange board of India (sebi) The company has complied with all norms prescribed by the reserve bank of India including the fair practices anti money laundering and know your customer KYC) guidelines Dividend & appropriation The board of directors has decided not to recommend any dividend for the year ended 31st march 2015. Transfer to reserves The company has transferred amount of Rs 236038500/- to statutory reserve fund created in terms of section 45-ic of the rbi of the act 1934 during the year under review . however the remaining part afrer setting aside statutory reserve fund amount from profit & loss account has been transferred to balance sheet under the reserves and surplus. CORPORATE GOVERNANCE: Pursuant to Clause 49 of the Listing Agreement entered into with die Stock Exchanges, the Company has complied with all die provisions of Corporate Governance and a report on corporate governance is annexed hereto and forms part of mis report. A certificate from Auditors of the Company regarding compliance of Corporate Governance, as stipulated under clause 49 of the Listing Agreement, is appended to the Annual Report. DIRECTORS: During the financial year under review, MS. BARKHA AGARWAL was appointed as an Additional Women Director in the Company with effect from June 22, 2015 subject to approval of the shareholders at this Annual General Meeting of the Company. DIRECTORS RESPONSIBILITY STATEMENT: To the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors make die following statement pursuant to the provisions of Section 134 of the Companies Act, 2013: 1. That in die preparation of the annual accounts, die applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 2, That die 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 of the Company for the year under review; 3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with die provisions of the Companies Act for safeguarding die assets of the Company and for preventing and detecting fraud and other irregularities; 4. That the Annual Accounts for the year ended 3131 March, 2015, have been prepared on a going concern basis. '5. They have laid down internal financial controls to be followed by die Company and diet such internal financial controls are adequate and are operating effectively; 6. They have devised proper systems to ensure compliance with me provisions of all applicable laws and that such systems are adequate and operating effectively. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL RESULTS The Company does not have any subsidiary Company, hence the provisions pursuant to consolidation are not applicable. MEETINGS: During the year, 7 times Board Meetings and 4 times Audit Committee Meetings were convened and held. Details of die composition of the Board and its Committees and of die Meetings held and attendance of die Directors at such Meetings, are provided in the Corporate Governance Report. MANAGEMENT DISCUSSION & ANALYSIS: Management Discussion & Analysis Report for the year under review as stipulated under Clause 49 of die Listing Agreement with the Stock Exchanges is presented separately in the Annual Report. AUDITORS: M/s Sanghai & CO., Chartered Accountants, the Company's Auditors will retire at die conclusion of die ensuing Annual General Meeting and are eligible for re-appointment. The Directors recommend reappointment for the ensuing year. SECRETARIAL AUDITOR The Company appointed MR, DINCSH AGARWAL, PRACTISING Company Secretary, holding membership of The Institute of Company Secretaries of India (Membership No, 6315 FCS ; Certificate of Practice No. 5881 } as the Secretarial Auditor of the Company for FY 2014-15 to conduct die Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 read widi the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO: (A) Conservation of Energy and Technology Absorption: The Company has no activity relating to Conservation of Energy and Technology Absorption as stipulated hi Rule 8(3) of Companies (Accounts) Rules, 2014. (B) Foreign Exchange Earnings & Outgo During the year under review, the Company did not have any Foreign Exchange Earnings or Outgo. RISK MANAGEMENT The Company has adopted a Risk Management Policy in accordance with the provisions of the Act nnd Clause 49 of the Listing Agreement. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures. The Internal Audit facilitates the execution of Risk Management Practices in die Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Risk Management Committee oversees the Risk Management and reports to the Audit Committee as well as to the Board of Directors about risk assessment and management procedures and its status from rime to lime. INTERNAL CONTROL SYSTEM The Company maintains appropriate systems of internal controls, clueing monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and arc meant to ensure that all transactions arc authorized, recorded and reported correctly. The Internal Auditor reviews die efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations. The Internal Auditor submits his Report periodically which is placed before and reviewed by the Audit Committee WHISTLE BLOWER POLICY (YIGIL MECHANISM! Die Company has formulated a codified Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of die Companies Act, 2013 and revised Clause 49 of the Listing Agreement, in order to encourage Directors and Employees of the Company to escalate to the level of die Audit Committee any issue of concerns impacting and Compromising with die interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of edictal, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization, for whisde blowing in good faith. The said Policy is available on the Company's website vvww.authum.com PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS 'the Company is exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013 (Act) read with Rule 11 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2015 Since the Company is an NBFC whose principal business is acquisition of securities. During the year the Company has not provided any guarantee, PERFORMANCE EVALUATION Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for die Performance Evaluation process for the Roard, its Committees and individual Directors, including the Chairman of the Company. For evaluating the Board as a whole, views were sought from die Directors on various aspects of the Board's functioning such as degree of fulfillment of key responsibilities, Board structure and composition, establishment, delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the Management and efficacy of communication with external stakeholders. Similarly, views from die Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication. Areas on which die Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and die Management. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Chakman of die Board provided feedback to the Directors, as appropriate. Significant highlights, learning widi respect to die evaluation, were discussed at the Board Meeting. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS (IDs! In terms of Clause 49(II)(B){7) of die Listing Agreement, the Company is required to conduct die Familiarisation Programme for Independent Directors (IDs) to familiarize them about inherit roles, rights, responsibilities in the Company, nature of the industry in winch the Company operates, business model of the Company, etc., through various initiatives. Significant Statutory updates are circulated on a quarterly basis through which Directors are made aware of the significant news developments and highlights from various regulatory authorities viz. Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc. The Company Secretary regularly apprises the Directors about their roles, rights and responsibilities in the Company from time to time as per the requirements of the Listing Agreement with the Stock Exchanges and Companies Act, 2013 read together with die Rules and Schedules there under- The details of such familiarization programme is disclosed on the company's website at www.authnm.com EXTRACT OF ANNUAL RETURN An extract of Annual Return as on the financial year ended on March 31, 2015 in Form No. MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is set out as an annexure to the Directors' Report and forms part of this Annual Report. PARTICULARS OF CONTRACTS / ARRANGEMENTS WITH RELATED PARTTES All die related party transactions of the Company are entered on arm's length basis and are in compliance widi the applicable provisions of the Companies Act, 2013 and the Listing Agreement There are some materially significant transactions made by the Company with entities of relative of Director. Members may refer to the notice & explanatory statement of notice for details of related party transactions. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis. In terms of Clause 49 (VTI) of die Listing Agreement, the Company obtained prior approval of the Audit Committee for entering hi to any transaction with related parties. The Audit Committee reviews all related party transactions on a quarterly basis- A Related Party Policy has been devised by the Company for determining the materiality of transactions with related parties and dealings with them. The said Policy is available on rhe Company's website www.au <http://www.au>thurn.com. There are no transactions to be reported in Form AOC-2. The details of the transactions with Related Parties are provided in the accompanying financial statements in Notes to Accounts. AUDIT COMMITTEE The Audit Committee presendy comprises of Mr. Aditya Parakh, and Mr. Suresh Pukhraj Jain, Independent Directors, Mt. Tapan Sodani, Chief Financial Officer & Member and Mr. Navin Kumar Jain, Managing Direcror. Mr, Aditya Parakh is rhe Chairman of the Audit Committee The Company Secretary of the Company acts as rhe Secretary to the Audit Committee, The Terms of Reference of the Audit Committee has been provided in the Corporate Governance Section forming part of this Report. Four meetings of the Audit Committee were held during the year 2014-15 on May 20, 2014, August 12, 2014, November 12,2014, and February 13, 2015 AUDIT QUALIFICATIONS 'Ihere are no qualifications, reservations or adverse remarks or disclaimers made by Sanghai & Co Chartered Accountants, Statutory Auditors, in their report on die Company's financial statements for die year ended on March 31, 2015. Further, the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review. FIXED DEPOSITS: The Company has not accepted any public deposits during die financial year 2014-2015. OBSERVATION OF* SECRETARIAL AUDITOR According to observation by secretarial auditor, we would like to state that during the stipulated time period we have not find the suitable candidate for the post of woman Director in the Company and afterward we have appointed Ms- Barkha Agarwal, as Additional Women Director in the Company with effect from June 22, 2015. PARTICULARS OF EMPLOYEES: As none of employees ate covered under section 197, die information required under Section 197 (12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided in the report - DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE There arc no such orders passed by the regulators / courts / tribunals impacting the going concern status and the Company's operations in future. REPORT ON CORPORATE GOVERNANCE A report on Corporate Governance, in accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, is set out separately for die information of the shareholders. ACKNOWLEDGEMENTS: The Director wish to place on record their appreciation for the whole hearted and sincere cooperation the company has received from its bankers, employees and various government agencies. For and on behalf of the Board of Directors (Navin Kumar Jain) DIN No.:004658BS (Adi tya Parakh) DIN No.:00459679 Place: Kolkata Date: 29th May 2015 |