DIRECTOR'S REPORT To, The Members Amarnath Securities Ltd. Your Directors have pleasure in presenting the Annual Report together with the audited statement of accounts for the year ended 31st March, 2015 OPERATIONS: The profits of the Company are derived from interest income and advisory fees, supplemented by profit on sale of investments. DIVIDEND: Your Director do not recommend dividend for the year. TRANSFER OF UNPAID/UNCLAIMED DIVIDEND: The Company does not have any amount of Unpaid/Unclaimed Dividend which is required to be transferred to the Investors Education & Protection fund as required under Section of the Companies Act. There are no other statutory amount like outstanding unpaid Refund Amount on Share Applications, unpaid interests or principal of Deposits and Debentures etc lying with the company which are required to be transferred to Investors Education and Protection Fund. COMPLIANCE WITH THE LISTING AGREEMENT: The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchanges. CAPITAL STRUCTURE: During the year under review, your Directors have not issued any Equity or Preference Shares to any person. There has been no change in the issued, subscribed and paid up capital of the company during the year under review. FIXED DEPOSITS: The company has not accepted the fixed deposits during the year under report. SIGNIFICANT OR MATERIAL ORDER PASSED BY REGULATORS/COURTS During the year under review, there were no significant or material orders passed by the regulators or court or tribunals impacting the going concern status and Company Operations in future. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY There are no material changes and commitments, affecting financial position of the Company which have occurred between the end of the financial year of the Company i.e. March 31, 2015 and the date of the director report. CORPORATE SOCIAL RESPONSIBILITY With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, evry Company having the net worth of Rs.500 crores or more or turnover of Rs. 1000 crores or more net profit of Rs. 5 crores during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years. Accordingly the provision of CSR activities under Companies Act, 2013 do not apply to your company. COMPLIANCE TO CODE OF CORPORATE GOVERNANCE: Compliance with the provision of Clause 49 shall not be mandatory as paid up equity share capital not exceeding " 10 Cores and the Net worth not exceeding " 25 Cores, as the last day of the previous financial year as per circular of SEBI bearing number CIR/CFD/POLICY CELL/7/201d dated 15th September, 2014. JOINT VENTURE COMPANY/ASSOCIATES The Company has no Joint Venture Company/Associates as on date of this Balance Sheet. SUBSIDIARY The Company has no subsidiary as on date of this Balance Sheet. CONSOLIDATION OF ACCOUNTS In accordance with the Notification issued by the Ministry of Corporate Affairs, Government of India to amend the Companies (Accounts) Rules, 2014, vide notification dated 14th October 2014, No. G.S.R. 723(E), in rule 6, after existing provison of the Companies (Accounts) Rules, 2014. As such Consolidation of Accounts is not Applicable for the current financial year. RELATED PARTY TRANSACTION All related party transaction that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. All the related party transactions are pre-approved by the Audit Committee. In view of this, disclosure in form AOC-2 has not been provided as the same is not applicable to the Company. During the year, the Company has not entered into any contract/arrangement with related parties which could be considered materially significant related party transactions. The details of the transaction with Related Party are provided in the accompanying financial statement. EXTRACTS OF ANNUAL RETURNS The details forming Part of the Extracts of Annual Returns is annexed as per Annexure 'A' COMPOSITION OF BOARD The board comprised with optimum combination of Executive and Non-Executive Directors. Board has one Executive and three Non-Executive Directors and four Independent Directors duly appointed as per the Provisions of the Companies Act, 2013 BOARD MEETINGS During the year, Four Board Meeting and Four Audit Committee Meeting were convened and held. COMPOSITION OF AUDIT COMMITTEE The Board has constituted an Audit Committee, which Comprises of Mr. Mandar Patil as Chairman and Mr. Rahul Tawde and Mr. Laxmikant Kabra as Members. More details about the Committee are given in "Annexure B" DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134 (3)(M) OF THE COMPANIES ACT, 2013(ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014 (i) CONVERSION OF ENERGY The Additional information required under the Act relating to conservation of energy are not applicable to your company. (ii) TECHNOLOGY ABSORPTION The Additional information required under the Act relating to technology absorption are not applicable to your company. (iii) FOREIGN EXCHANGE EARNINGS OR OUTGO The company has no foreign exchange earnings or outgoes during the year under review. AUDITORS: Statutory Auditors The Company's Statutory Auditors M/s A N A M & Associates, Chartered Accountants, Ahmedabad retires as Statutory Auditors at the forthcoming Annual General Meeting and have expressed their inability to offer themselves for reappointment in the forth coming Annual General Meeting. Company has received a certificate under section 139 from the retiring auditors regarding their eligibility for re-appointment as the Company's Auditors for the year 2015-16. Internal Auditors Pursuant to the provision of Section 138 of the Companies Act, 2013 and the Companies (Accountants) Rules, 2014, the company has adequate internal audit system. Secretarial Audit Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, the company has appointed M/s Vikas Chomal and Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure C" INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company maintains adequate internal control systems, which provide, amongst other things, adequate support to all its operations and effectively handle the demands of the Company's financial management systems. The Company has in place effective systems safeguarding the assets and interest of the Company and ensuring compliance with law and regulations. The Company's internal control systems are supplemented by an extensive programme of internal audit conducted by an external auditor to ensure adequate system of internal control. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section 134 (5) of Companies Act, 2013, as amended, with respect to the Directors' Responsibility Statement, it is hereby confirmed that: i. In the preparation of the accounts for the financial year ended 31st March,2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; ii. 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 31st March,2015 and of the profit and loss of the Company for the year ended 31st March,2015; iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors have prepared the annual accounts for the financial year ended 31st March, 2015 on a going concern basis. v. 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. vi. 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 DIRECTORS: In terms of the Articles of Association of the Company Mr. Laxmikant Kabra, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for reappointment. The directors recommend his reappointment as director of the company. All the appointments of Directors of the company are in compliance with the provisions of Section 164 of the Companies Act, 2013. All independent directors have given the declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act,2013 and clause 49 of the listing Agreement. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.The details of the investments made by company are given in the notes to the financial statements. NON-BANKING FINANCIAL COMPANIES (RESERVE BANK OF INDIA) DIRECTIONS: The Company follows the RBI Directive regarding NBFC Business. PARTICULARS OF THE EMPLOYEES: The Company has no employee to whom the provision of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 apply and so it is not applicable to the company. ACKNOWLEDGEMENT: The directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers, Suppliers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the company. For and on behalf of the Board of Directors Sd/- Bhavesh Tanna Managing Director Date: 09th May 2015 Place: Ahmedabad |