| Dear Members,
The Directors are pleased to present the Thirty First Annual Report
and the Company's audited financial statement for the financial year
ended March 31, 2015.
1. FINANCIAL RESULTS
The Company's financial performance, for the year ended March 31, 2015
is summarized below:
Particulars Standalone Consolidated
Rs in lakhs Rs in lakhs
2014-15 2013-14 2014-15 2013-14
Total Revenue 372.41 256.16 1435.69 459.90
Profit before Interest,
Depreciation & Tax 248.02 88.94 289.07 68.63
Less: Interest 259.60 227.30 409.57 270.79
Less: Depreciation 45.57 21.08 113.17 29.29
Profit/ (Loss) Before
Tax (57.15) (159.44) (233.67) (231.45)
Less: Tax Expenses
Current Tax - - - -
Deferred Tax 14.78 6.90 23.48 6.90
Prior Period tax - - (10.68) -
Net Profit/ (Loss)
after Tax (42.37) (152.54) (220.88) (224.55)
Profit / (Loss) of
Shares in Associate
Concern - - - -
Minority Interest - - 17.72 -
Add: Amount brought
forward from Last Year - - - (610.60)
Less: Appropriations - - - -
Proposed Dividend - - - -
Tax on Proposed
Dividend - - - -
Transfer to General
Reserve - 120.11 - -
Balance carried to
Balance Sheet (42.37) (32.43) (238.60) (835.15)
* the consolidated figures of 2014-15 includes the figures of two
subsidiaries where as the consolidated figures of 2013-14 includes the
figures of only one subsidiary.
2. DIVIDEND
In view of the losses, the Directors do not recommend any dividend for
the Financial Year 2014-2015.
3. OPERATIONAL REVIEW/COMPANY'S PERFORMANCE
On a Standalone basis, the gross earnings rose to Rs.372.41 lakhs from
Rs.256.16 lakhs. The year ended with a loss after tax of Rs.42.37 lakhs as
compared to Rs.152.54 lakhs in the previous year.
The Company has let out part of the office premises on Leave and License
basis to Asit C. Mehta Investment Intermediates Limited and earned
license fee income of Rs.146.24 lakhs. The Company offered advisory and
consultancy services to certain clients and earned the fees aggregating
to Rs.95.06 lakhs from Advisory and Consultancy Division.
On a consolidated basis, the gross revenues were at Rs.1,435.69 lakhs as
compared to Rs.460 lakhs in the previous year and loss after tax was at
Rs.224.55 lakhs as against Rs.220.88 lakhs in the previous year. The
overall consolidated loss aggregated to Rs.238.60 lakhs (excluding share
of loss from an Associate concern). There was a loss of Rs.224.55 lakhs
in the previous year (including share of loss from a Associate concern)
Nucleus IT Enabled Services Limited, a wholly-owned subsidiary of the
company, engaged in to ITeS services showed a stable income from
operations and the loss before depreciation and finance cost increased
to Rs.120.28 lakhs as against loss of Rs.5.37 lakhs in the previous year.
The said loss is due to unexceptional bad debt of Rs.85.77 lakhs. The
overall loss stood at Rs.214.00 lakhs as against Rs.72.32 lakhs in the
previous year.
4. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE 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 (''the Act"). There has been no change in the nature of the
business of the subsidiaries.
The Company has a wholly owned subsidiary viz. Nucleus IT Enabled
Services Limited. During the year under review, Asit C. Mehta
Investment Intermediates Limited (ACMIIL) has become the Subsidiary,
under section 2(87) of the Act and material non-listed Indian
subsidiary of the Company as per Clause 49, sub-clause (V)(E) of the
Listing Agreement, pursuant to the conversion of the Fully Convertible
Debentures held by the Company in ACMIIL into Equity Shares.
As Asit C. Mehta Comdex Services DMCC, a company incorporated in Dubai,
is the wholly owned subsidiary of ACMIIL, it becomes the subsidiary of
the Company under section 2(87) of the Act.
The names of companies that have become Subsidiary Companies during the
year are as under:
Sr No Name of the Company with effect from
1. Asit C. Mehta Investment Interrmediates
Limited 15th December 2014
2. Asit C. Mehta Comdex Services DMCC 15th
December 2014
Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the Company's
subsidiaries in Form AOC-1 is attached to the financial statements of
the Company.
Pursuant to the provisions of section 136 of the Act, the financial
statements of the Company, consolidated financial statements along with
relevant documents and separate audited accounts in respect of
subsidiaries, are available on the website of the Company.
The financial statement of Asit C. Mehta Comdex Services DMCC has not
been consolidated with the Company's financial statements pursuant to
Rule 6 of Companies (Accounts) Rules, 2015, which gives an exemption
with respect to consolidation of the financial statement of subsidiary
or subsidiaries incorporated outside India only for the financial year
commencing on or after 1st April, 2014.
5. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board of Directors states
that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards have been followed along
with proper explanation and there are no material departures from the
same.
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent, to give a true and fair view of the state of affairs of the
Company at the end of the financial year March 31, 2015 and of the Profit
and loss of the Company for that period;
c) they 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;
d) they have prepared the annual accounts on a 'going concern' basis.
e) they 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
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Retirement by Rotation
In accordance with the provisions of the Act, Mrs. Deena A. Mehta,
Non-Executive Director of the Company, retires by rotation and being
eligible has offered herself for re-appointment.
b. Declaration by Independent Directors
Pursuant to the provisions of Section 149 of the Act, Mr. Vjay Ladha,
Mr. R. Krishnamurthy and Mr. Pundarik Sanyal were appointed as
Independent Directors at the Annual General Meeting (AGM) of the
Company held on September 26, 2014. The terms and conditions of
appointment of Independent Directors are as per Schedule IV of the Act.
They have submitted a declaration that each of them meets the criteria
of independence as provided in Section 149(6) of the Act and Clause 49
of the Listing Agreement and there has been no change in the
circumstances, which may affect their status as Independent Director
during the year.
c. Appointment of KMP
Pursuant to the provisions of Section 203 of the Act, Mr Raj Gandhi was
appointed as Company Secretary and Compliance Officer of the Company
w.e.f. 1st December, 2014. Ms. Purvi Ambani was appointed by the Board
of Directors, as the Chief Financial Officer of the Company and Mr.
Stanley Santmayor was appointed as Manager of the Company, designated
as Key Managerial Persons, with effect from 3rd February, 2015.
7. MEETINGS OF THE BOARD
Six meetings of the board were held during the year. For details of the
meetings of the board, please refer to the corporate governance report,
which forms part of the Annual Report.
8. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees and individual Directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed under Clause 49 of the Listing Agreement.
The evaluation framework for assessing the performance of Directors
comprises of the following key areas:
1. Expertise;
2. Objectivity and Independence
3. Guidance and support in context of life stage of the Company;
4. Understanding of the Company's business;
5. Understanding and commitment to duties and responsibilities;
6. Willingness to devote the time needed for effective contribution to
Company;
7. Participation in discussions in effective and constructive manner;
8. Responsiveness in approach;
9. Ability to encourage and motivate the Management for continued
performance and success;
The evaluation involves self-evaluation by the Board Member and
subsequently assessment by the Board of Directors. A member of the
Board will not participate in the discussion of his / her evaluation.
Accordingly a process of evaluation was followed by the Board for its
own performance and that of its Committees and individual Directors and
also the necessary evaluation was carried out by Nomination and
Remuneration Committee and Independent Directors at their respective
meetings held for the purpose.
9. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on Directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the Corporate Governance report, which forms part of the Annual
Report.
10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.
11. AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included
in the Corporate Governance Report, which forms part of the Annual
report.
12. AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules
framed there under, M/s Manek & Associates (Firm Registration No
126679W) Chartered Accountants, were appointed as Statutory Auditors of
the Company from the conclusion of the thirtieth AGM of the Company
held on September 26, 2014 till the conclusion of the thirty-third AGM
to be held in the year 2017, subject to ratification of their
appointment at every AGM.
Accordingly, a resolution seeking Members ratification for the
re-appointment of M/s Manek & Associates (Firm Registration No 126679W)
Chartered Accountants, as the Statutory Auditors of the Company for the
remaining tenure is placed before the members in the ensuing AGM.
The Audit Committee and Board have reviewed their eligibility criteria,
as laid down under Section 141 of the Act and recommended the
ratification of their re-appointment as Statutory Auditors for the
remaining tenure.
13. AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT
The Auditors' Report does not contain any qualifications, reservations
or adverse remarks.
Pursuant to Section 204 of the Act and Rules there under, the Company
had appointed M/s Mehta & Mehta, Company Secretaries, to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report for the
FY 2014-15 in form MR-3 given by M/s. Mehta & Mehta, Company
Secretaries, is attached as Annexure I with this report.
The Secretarial Auditor has made an observation with regard to Section
184 of the Companies Act, 2013 ("Act, 2013"). In the frst board
meeting of the year, the Company had complied with Section 299 of the
Companies Act, 1956, which is corresponding to Section 184 of the Act,
2013. The majority of the provisions related to the Act, 2013 had
become effective from April 1, 2014, which includes Section 184. As the
Company had already complied with the Section 299 of the Companies Act,
1956, the Company was of the view that there is no need to complied
with Section 184 of the Act, 2013. The Company Sought professional
advice on the same and then complied with Section 184 of the Act, 2013
also in the subsequent board meeting.
14. RISK MANAGEMENT
The development and implementation of Risk Management Policy has been
covered in the Corporate Governance Report, which forms part of the
Annual report.
15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Amounts outstanding as at 31st March, 2015
(Rsin lakhs)
Particulars Amount
Loans given 78.52
Guarantees given 1245.00
Investments made 1546.57
Name of Entity Relation Amount Particulars
of Loan/ Purpose
(in lakhs) Guarantee/
Investments
Nucleus IT
Enabled Services Wholly owned 78.52 * Loan Business
Purpose
Limited. Subsidiary
Asit C. Mehta
Investment Subsidiary 500 Guarantee Business
Purpose
Interrmediates
Limited
(ACMIIL)**
Asit C. Mehta
Commodity Subsidiary of 745 Guarantee Business
Purpose
Services
Limited *** Associate
Asit C. Mehta
Investment Subsidiary 1246.57 Investments Investment in
fully
convertible
Interrmediates
Limited. debentures
converted into
Equity
shares on 15th
December 2014
Nucleus IT
Enabled
Services Wholly
owned 300 Investments Investments in
the equity
shares
Limited. subsidiary of the company
* including interest on loan of Rs.11.87 lakh
** associate of the Company till 15th December, 2014 and subsidiary
thereafter
*** subsidiary of ACMIIL till 30th March, 2015
16. TRANSACTIONS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. No Material Related
Party Transactions, i.e. transactions exceeding ten percent of the
annual consolidated turnover as per the last audited financial
statements, were entered during the year by your Company. Accordingly,
the disclosure of Related Party Transactions as required under Section
134(3) (h) of the Act, in Form AOC - 2 is not applicable.
17. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section
135(1) of the Act, and hence it is not required to formulate policy on
Corporate Social Responsibility.
18 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
requirements, inter-alia, of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal
Compliance Committee has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary and trainee) are covered under this policy. The following is
a summary of sexual harassment complaints received and disposed off
during the Financial Year 2014-15:
-No. of complaints received : NIL
-No. of complaints disposed off: NIL
19. EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure II in the prescribed Form MGT- 9, which
forms part of this report.
20. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
(i) The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year:
The Directors of the Company are not paid any remuneration except the
sitting fees. Hence, the ratio of the remuneration of each director to
the median remuneration of the employees is NIL.
(ii) The percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager,
if any, in the financial year:
The Board of the Company consists of Non-executive Directors. The
non-executive directors are paid no remuneration except the sitting
fees plus reimbursement of actual travel expenses, if any.
There is no increase in the remuneration of Company Secretary, Chief
Financial Officer and Manager of the Company.
(iii) The percentage increase in the median remuneration of employees
in the financial year:
There was a decrease of 6.33% in median remuneration of employees in
the financial year.
(iv) The number of permanent employees on the rolls of company:
The Company has 4 (Four) permanent Employees on the rolls of Company as
on 31st March, 2015 as compared to 8 (Eight) permanent employees as on
31st March, 2014.
(v) The explanation on the relationship between average increase in
remuneration and company performance:
On an average, employees received an annual increase of 10%. The
individual increment varied from 5% to 12% based on individual
performance. The increase in remuneration is in line with the market
trends in the country.
In order to ensure that remuneration refects Company performance, the
performance pay is also linked to organization's performance, apart
from an individual's performance.
(vi) Comparison of the remuneration of the Key Managerial Personnel
(KMP) against the performance of the company:
(Rs,in lakhs)
Aggregate remuneration of Key Managerial Personal 10.35
Revenue 372.40
Remunerations of KMP ( as % of above) 2.78%
Profit / Loss before tax (57.15)
Remunerations of KMP ( as % of Profit before tax) Not computable due to
loss *in order to show the comparison, the annual remuneration of the
KMP is considered though not appointed as KMP for the entire year.
(vii) a. Variations in the market capitalization of the company, price
earnings ratio as at the closing date of the current financial year and
previous financial year
Particulars March 31, 2015 March 31, 2014 % Change
(Rs in lakhs) (Rs in lakhs)
Market
Capitalization
(No. of Shares
X Market price) 2104.84 921.181 28.49
Price Earnings
Ratio NIL NIL
b. Percentage increase over decrease in the market quotations of the
shares of the company in comparison to the rate at which the company
came out with the last public offer in case of listed companies:
Particulars March 2015 24th April 1995 (IPO) % Increase
(Rs in lakhs) (Rs in lakhs)
Market price
(BSE) 42.50 35 21.43%
(viii) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year
and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
Not Applicable
(ix) Comparison of the each remuneration of the Key Managerial
Personnel against the performance of the company:
(Rsin lakhs) Mr. Stanley Santmayor Ms. Purvi Ambani Mr. Raj
GandhiManagerChief Financial Officer Company Secretary (w.e.f February
3, 2015) (w.e.f February 3, 2015) (w.e.f December 1, 2014) Remuneration
in FY 2015 14.00 15.79 1.25 Remuneration as % of revenue 3.76% 4.24%
0.34% Profit before tax (PBT) (57.15) (57.15) (57.15) Remuneration as %
of PBT Not computable due to loss Not computable due to loss Not
computable due to loss *in order to show the comparison, the annual
remuneration of the KMP is considered though not appointed as KMP for
the entire year.
(x) The key parameters for any variable component of remuneration
availed by the directors:
No remuneration is paid to the Directors except for the sitting fees.
Therefore, there are no variable components availed by any of the
Directors of the Company.
xi) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year:
There is no such employee receiving remuneration in excess of highest
paid director as no remuneration is paid to the Directors except for
the sitting fees.
(xii) Affirmation that the remuneration is as per the remuneration
policy of the company.
The Company affirms that the remuneration is as per the Remuneration
Policy of the Company.
(xiii) The statement containing particulars of employees as required
under Section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:
There are no employees who were employed for a part of the financial
year or throughout the financial year and are in:
a. receipt of remuneration which is not less than sixty lakhs rupees
per annum;
b. receipt of remuneration which is not less than five lakh rupees per
month;
c. in receipt of remuneration which is in excess of that drawn by
Managing Director/Whole-time Director/ Manager and holds by himself or
along with his spouse and dependent children not less than two percent
of the equity shares of the company.
Therefore, the statement containing particulars of employees is not
required to be attached.
21. DISCLOSURE REQUIREMENTS
As per Clause 49 of the Listing Agreement entered into with the Stock
Exchange, Corporate Governance Report with Compliance Certificate
thereon and Management Discussion and Analysis are attached, which form
part of the Annual report.
Details of the Familiarization Programme for the Independent Directors
are available on the website of the Company (URL:
http://www.acmfsl.com/cor_gov.htm) Policy for determining Material
Subsidiaries of the Company is available on the website of the Company
(URL: http:// www.acmfsl.com/cor_gov.htm)
Policy on Dealing with Related Party Transactions is available on the
website of the Company (URL: http://www.acmfsl. com/cor_gov.htm) The
Company has formulated and published a Whistle Blower Policy to provide
Vigil Mechanism for employees including Directors of the Company to
report genuine concerns. The provisions of this policy are in line with
the provisions of the Section 177(9) of the Act and the revised Clause
49 of the Listing Agreement with Stock Exchange (URL: http://www.
acmfsl.com/cor_gov.htm)
22. DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
23 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Conservation of Energy
The operations of your company involved low energy consumption. Energy
conservation efforts are being pursued on a continuous basis. Close
monitoring of power is maintained to minimize wastage and facilitate
optimum utilization of energy.
Technology Absorption
During the year under review, there is no technology absorption. The
company has neither imported any technology nor incurred any
expenditure on research and development of technology.
Foreign Exchange Earnings And Outgo
During the year under review, there is no foreign exchange earnings or
outgo
24. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this
financial statements relate and the date of this report.
25. ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS
There are no orders passed by the regulator or courts or tribunals
against the company impacting its status as going concern and on its
operations.
26. ACKNOWLEDGEMENT
The Directors thank the Company's stakeholders, employees, customers,
vendors, investors and banks for their continuous support.
The Directors also thank the Government of India, the Governments of
various states in India and concerned Government Departments / Agencies
for their co-operation.
The Directors appreciate and value the contributions made by every
member of the team of Asit C. Mehta Financial Services Limited.
29th May, 2015 FOR AND ON BEHALF OF THE BOARD
Mumbai
ASIT C. MEHTA
CHAIRMAN
DIN: 00169048 |