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Directors Report of Aryaman Capital Markets Ltd.

Mar 31, 2015

Dear Members,

The Directors present hereunder the 7th Annual Report on the Business and operations of the Company along with audited statement of accounts of your Company for the Financial Year ended March 31, 2015.

The financial results are summarized as under:

1. FINANCIAL PERFORMANCE OF THE COMPANY (STANDALONE)

(Rs in Lacs)

Particulars 31-Mar-15 31-Mar-14

Total Income 689.66 293.01

Less: Expenditure 679.77 284.15

Profit before Depreciation 10.95 9.95

Less: Depreciation 1.07 1.00

Profit before Tax 9.88 8.95

Provision for Taxation 4.07 2.51

Profit after Tax 5.81 6.44

Closing Balance of P&L Account 18.62 12.81

2. DIVIDEND

To conserve resources, the Directors do not recommend any dividend for year ended March 31, 2015.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 149 of the Companies Act, 2013 which came into effect from April 1, 2014, Mr. Ram Gaud was appointed as independent directors of the Company on July 14, 2014 for 5 years. The terms and conditions of appointment of independent director is as per Schedule IV of the Act. The Independent director has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shreyas Shah, Non-Executive Director of the Company retires by rotation and offers himself for re- appointment.

As part of leadership development, Mrs. Supriya Tatkar was appointed as Additional Independent Director with effect from July 17, 2014. The Board has also appointed her as Non-Executive Independent Director with effect from the same date until the forthcoming annual general meeting of the Company.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Mr. Shripal Shah, Chief Financial Officer and Mr. Malcolm Mascarenhas, Company Secretary as key managerial personnel of the Company were formalized.

The appointment / re-appointment forms part of the notice convening the Annual General Meeting and the resolutions are recommended for the member's approval.

4. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .

5. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year nine Board Meetings were convened and held on 26.05.2014, 13.06.2014, 17.07.2014, 23.07.2014, 01.08.2014, 11.08.2014, 12.09.2014, 14.10.2014, 13.01.2015.The details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

6. BOARD EVALUATION

Clause 52 of the SME Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of evaluation of Independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

7. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT

A declaration by an Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been taken by the company.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

8. Managerial Remuneration:

As the operations of the company are in nascent stage, there is no managerial remuneration during the year under the review. The Company Secretary of the company is also the company secretary of the holding company and is on the payroll of the holding company. No Remuneration is paid to the Chief Financial Officer during the year under review

9. AUDITORS

a) Statutory Auditors

M/s Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, the statutory auditors of the Company, retires at the ensuring Annual General Meeting and is eligible for re-appointment for a period of Five years from the conclusion of this Annual General Meeting. The Directors recommend their re-appointment by the Members at the forthcoming AGM. Comments made by the Auditors in their report are self-explanatory and therefore do not call for any further explanations.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed JNG & CO., a firm of Company Secretaries in Practice (CP No. 8108), to undertake the Secretarial Audit of the Company for the year 2014-15. The Secretarial Audit Report is annexed herewith as "Annexure II".

10. AUDITORS' REPORT

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

11. INTERNAL AUDIT & CONTROLS

Pursuant to provisions of Section 138 read with read with rules made there under, the Board has appointed Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

12. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.afsl.co.in/Acml/

13. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

14. DEPOSITS

Your Company did not accept / hold any deposits from public / shareholders during the year under review.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS 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. Thus Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for approval. The details of the related party transactions as required under Accounting Standard - 18 are set out in Note to the financial statements forming part of this Annual Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

To avoid duplication between the Directors' Report and the Management Discussion and Analysis, we present a composite summary of performance of the various businesses and functions of the Company.

17. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace.

18. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in any manufacturing activity and therefore provisions of Section 134(3)(m) of the Companies Act, 2013 are not applicable to the company.

19. HUMAN RESOURCES

Aryaman Capital Markets Ltd. (Formally known as Aryaman Broking Limited) is a dynamic and progressive group that actively Fosters a challenging work environment and encourages Entrepreneurship. With trust being the critical part of our business belief, we lay a strong emphasis on integrity, teamwork, innovation, performance and partnership. Our professional staff with diverse backgrounds brings varied talent, knowledge and experience to the Group, helping our businesses to remain competitive, achieve greater success and newer milestones.

During 2014-15, focus has been on transforming five areas of Organizational Hierarchy, Performance Management, differentiated Rewards, Delegation of Authority, and HR Model.

As on 31st March, 2015, 06 employees are on ACML's payroll. The current workforce breakdown structure has a good mix of employees at all levels.

Our management team and board of directors are resolved to do what, we believe, is best for our shareholders, clients and associates.

20. 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:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they 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 that period;

iii. 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

21. INITIAL PUBLIC OFFERING

During the year under review your company entered into the capital markets with a maiden public issue of 35,90,000 equity shares of Rs. 10/- each at a premium of Rs. 2/- per share aggregating to Rs. 430.80 lacs. The issue received good response and the same was oversubscribed 1.14 times. The equity shares have been listed and traded on the SME Platform of BSE Ltd. Subsequent to the IPO the issued, subscribed and paid up capital of your company stands at Rs. 1197.71 lacs divided into 11,977,126 equity shares of Rs. 10/- each.

The Company has fully spent / utilized the proceeds of the funds raised under the IPO as per the object of the issue up to 31st March, 2015. The disclosure in compliance with the Listing Agreement is as under:

Sr. Particulars Amt. to be Amount actually No. deployed (as utilized up to per Prospectus) 31st March 2015 1. Investments and acquisition of listed / unlisted

securities and financial products 182.00 186.57

2. Repayment of loans 216.00 216.00

3. Issue expenses 31.00 26.43

4. General Corporate Purposes 1.80 1.80

Total 430.80 430.80

22. LISTING WITH STOCK EXCHANGES

Aryaman Capital Markets Limited got its shares listed on the SME Platform of the BSE Limited on October 20, 2014. It has paid the Annual Listing Fees for the year 2015-2016 to BSE Limited.

23. ACKNOWLEDGEMENTS

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

For and on behalf of the Board of Directors

Place: Mumbai Shripal Shah Shreyas Shah Date: July 24, 2015 Executive Director Director



 
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