| The 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.
FINANCIAL RESULTS (Rupees in '000)
Year Ended Year Ended
Particulars 31.03.2015 31.03.2014
Income from Operations and Other Income 55,912.87 51,587.99
Profit before Interest & Depreciation 15,895.36 13,968.59
Less: Interests Bank charges 6,200.54 5,637.13
Less: Depreciation 4,471.11 4,204.89
Profit before Tax 5,223.71 4,126.57
Less: Provision for Taxation 2,312.70 2,058.37
Profit after Tax 2,911.01 2,068.20
Less: Deferred Tax Expenses/(Savings) (810.37) (533.29)
Net Profit 3,721.38 2,601.49
Add: Surplus brought forward 43,441.55 40,840.06
Less: Adjustment for change in depreciation
due to provisions of Schedule II of (549.29)
Company Act, 2013 charged to reserves.
Balance carried to Balance Sheet 46,613.64 43,441.55
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 thereunder and Clause 49 of the Listing Agreement, the Board of
Directors at their meeting held on 29* 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 14* 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. 14* 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
29* 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.
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 thereunder.
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 REDRESSAU 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
Place: Mumbai AshokAjmera
Date : 10.08.2015 Chairman & Managing Director |