Mar 31, 2018
To the Members of Almondz Global Securities Limited,
The Board of Directors submits the Annual Report of your Company together with the audited statement of accounts for the year ended March 31, 2018.
1. Financial Results
Financial Results of the Company for the year under review are summarized as under:
(Rs. in Lakh)
Particulars |
2017-18 |
2016-17 |
||
Standalone |
Consolidated |
Standalone |
Consolidated |
|
Authorised share capital |
||||
Total Income |
3996.53 |
7674.85 |
3381.99 |
5480.01 |
Total expenditure |
3776.05 |
7187.80 |
3242.95 |
5514.86 |
Profit before Tax |
219.85 |
487.14 |
137.17 |
(38.32) |
Provision for Tax |
(120.10) |
17.84 |
(141.36) |
8.08 |
Profit after Tax |
231.86 |
469.30 |
151.31 |
(46.41) |
Transfer to General Reserve |
NIL |
NIL |
NIL |
NIL |
Profit available for appropriation |
231.86 |
469.30 |
151.31 |
37.30 |
Balance Carried to Balance Sheet |
231.86 |
633.28 |
151.31 |
37.30 |
2. Standalone & Consolidated Financials
For the year ended March 31, 2018, your Company earned a total income of Rs. 3996.53 Lakhs, as against previous yearâs total income of Rs. 3381.99 Lakhs. As per the Consolidated Accounts, the total income is Rs. 7674.85 Lakhs, as against the previous yearâs income of Rs. 5480.01 Lakhs. The Company has incurred a profit of Rs. 231.86 Lakhs in the current year as compared to a profit of Rs. 151.31 Lakhs in the previous year. As per the Consolidated Accounts, the net profit after minority interest and associate profit for the year is Rs. 633.28 Lakh as compared to profit of Rs. 37.30 Lakhs in 2016-17.
3. Dividend
In order to conserve resources and to strengthen the financial position of the Company to enable expansion of the Company, your Directors do not recommend payment of dividend.
4. Reserves
The Company proposes the total amount of Rs. 231.86 Lakhs available for appropriation to be retained in the profit and loss account.
5. Information on State of Affairs of the Company
Information of the segmental operations and financial performance are given in the Management Discussion and Analysis Report in accordance with Regulation 34 (3) and Schedule V (C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
6. Human Resources
Human Resource is critical for ensuring that Almondzâs most valuable asset, its employees, is supported in driving key business objectives. Our policies and processes center around to attract, enable, empower and retain the best and the brightest talent, and build a multi-cultural workforce. Your company has generally enjoyed cordial relations with its employees. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital. As on 31 March 2018, your Company has a diverse employee base with 190 employees all over India. This heterogeneous base is central to sustaining the Companyâs competitive edge.
7. Material changes and commitments
There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.
8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.
9. Internal Financial Controls
The Company has adequate internal financial controls with reference to Financial Statements.
10. Deposits
Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.
11. Share Capital
During the year under Report, the Company has not issued any share capital.
12. Particulars of remuneration of Directors/ KMP/ Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as âAnnexure IAâ which forms part of this report.
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 is attached as âAnnexure IBâ which forms part of this report.
13. Employees Stock Option Plan
To share the value created by the employees and to promote the culture of employee ownership in your Company, your Company introduced the âAlmondz Global Securities Employees Stock Option Scheme 2007â (âthe Schemeâ or âESOS 2007â) for granting, offering and issuing upto 4500000 options or 15% of paid-up share capital of the Company, whichever is lower, in one or more tranches which was also approved by the shareholders on March 4, 2008 through Postal Ballot. Thereafter, the Scheme was amended vide approval of the shareholders of the Company by passing a Special Resolution on 13 April 2010 by way of postal ballot, thereby increasing the number of options which can be granted under the Scheme from 4500000 or 15% of paid-up share capital of the Company, whichever is lower, to 1,50,00,000 or 50% of paid-up share capital of the Company, whichever is lower.
During the year under Report, no options have been granted by the Company and 191333 options lapsed.
During the year under Report, no option were vested. The exercisable option at the end of 31 March 2018 is 153335. Details of the options issued under ESOS 2007, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure II to this Report.
None of the management employees has received options exceeding 5% of the number of the options issued during the year ended 31 March 2018. Likewise, no employee has been issued stock options, during the period under Report, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.
14. Listing
The shares of your Company are listed at Bombay Stock Exchange Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the financial year 201819 have been paid.
15. Extract of Annual Return
Pursuant to the Section 92(3) of the Companies Act, 2013 extract of the annual Return is annexed to this report as Annexure - III.
16. Conservation of energy & technology absorption and Foreign exchange earnings and Outgo
A. Since the Company does not carry any manufacturing activities, particulars to be disclosed with respect to Conservation of energy & technology absorption under Section 134 (3) (m) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable.
B. During the year under review there has been no earnings and outgo in foreign exchange.
17. Directors
Mrs. Neelu Jain, Director, retire by rotation at the ensuing 24th Annual General Meeting.
Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).
18. Number of Meetings of the Board
During the Financial Year 2017-18, 6 (Six) number of Board meetings were held. For details thereof kindly refer to the section âBoard of Directors- in the Corporate Governance Report.
19. Disclosure on Audit Committee
The Audit Committee as on March 31, 2018 comprised of the following Independent Directors:
Mr. Ajay Kumar (Chairman), Mr. Atul Kumar Shukla, Mr. Krishan Lalla Khetarpaul and Mr. Satish Chandra Sinha. Further, all recommendations of Audit Committee were accepted by the Board of Directors.
20. Sexual Harassment
The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The company did not receive any complaints to report in the Boardâs report.
21. Vigil Mechanism/Whistle Blower Policy
The Company has established a Vigil Mechanism (Whistle.Blower) Policy for Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs code of conduct or ethics policy. The Vigil Mechanism shall provide adequate safeguards against victimization of Director(s) / Employee(s), who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. The details of establishment of the vigil mechanism disclosed by the Company on its website, www.almondzglobal.com.
22. Performance Evaluation of the Board, its Committees and Individual Directors
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Boardâs focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Directorâs performance, the questionnaire covers various aspects like his/ her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.
The Board has carried out a formal annual evaluation of its own performance and that of its Committees and individual Directors. The Directors expressed their satisfaction with the evaluation process.
23. Nomination & Remuneration Committee & Policy
The Board of Directors of your Company has constituted the Nomination & Remuneration Committee and based on their recommendation framed and adopted a policy for selection and appointment of Directors, KMP and their remuneration. The contents of the policy are disclosed by the company on its website,www.almondzglobal.com.
24. Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:
Mr. Navjeet Singh Sobti: Vice Chairman & Managing Director
Mr. Rajeev Kumar: Chief Financial Officer
Mr. Ajay Pratap: Company Secretary & Vice President Corporate Affairs
25. Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013
With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were on an armâs length basis.
There being no âmaterialâ related party transactions as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there are no details to be disclosed in Form AOC-2 in that regard. During the year 2017-18, pursuant to section 177 of the Companies Act, 2013 and SEBI Listing Regulations, 2015. All RPTs were placed before Audit Committee for its prior/ omnibus approval. The Policy on RPTs as approved by Board is uploaded on the Companyâs website.
26. Risk Management
The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.
27. Secretarial Auditor & Secretarial Audit Report
The Board had appointed M/s Ashu Gupta & Co., Company Secretaries in Wholetime Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2017-18. The report of the Secretarial Auditor is annexed to this report as Annexure - IV. The Secretarial Aduditorsâ Report for the financial year 2017-18 does not contain any qualification, resevation or adverse remarks.
28. Corporate Social Responsibility
In terms of Companies Act, 2013, your company is to undertake Corporate Social Responsibility programme. The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rule, 2014 is annexed as Annexure V of this Report.
29. Details of Subsidiary/Joint Ventures/Associate Companies
Almondz Global Securities Limited is holding Company for various companies engaged in different sector. Company is having seven subsidiaries and two associate companies. The details of Subsidiaries /Associates and Joint Venture are as under. The statement containing the summarised financial position of the subsidiary/Associates/Joint Ventures pursuant to Section 129 and Rules 5 of the Companies (Accounts) Rules, 2014, is contained in Form AOC - 1 which form part of the Annual Report as Annexure-VI.
a. Almondz Global Infra-Consultant Limited (Wholly Owned Subsidiary)
Almondz Global Infra - Consultant Limited (AGICL) is an ISO 9001:2015 certified Wholly Owned Subsidiary of Almondz Global Securities Limited (AGSL) which was set up on 12th December, 2013. AGICL is providing Technical Consultancy Services in various infrastructure sectors especially in Smart Cities, Urban Infrastructure, Roads, Bridges, Highways & Tunnels, Water & Waste Water, Tourism, Railways & Metro Rail, Ports & Inland Waterways & Airport. AGICL deep domain knowledge and understanding of various infrastructure sectors enables it to provide Transaction Advisory Services, Project Development Consultancy, Project Management Consultancy, Independent Engineers/ Independent Management Consultancy Services, Lenders Independent Engineers Services, Design Construction Supervision Services, Operation & Maintenance Services, Techno Economic Viability Study Services, project auditing and other allied services.
AGICL Competitive Advantage includes:
- Well Experienced and Qualified Team consist of Highway Professionals, Bridge Engineers, Safety Experts, CAs & Legal Experts
- Backed by Strong Research Team
- Strong Domain Expertise and Knowledge
- Established Network of Associates
- Developed Commercially Viable Models
- Providing Timely and Efficient Deliverables
- Innovative Solutions on PPP mode for Urban Projects
- In Depth Analysis of Commercially Viable Models of Project
- Delivering High Quality Work within Budgeted Time and Cost
- Well versed in Technical, Financial and Legal Aspects of Roads & Highways Sector.
- Empanelled with various Govt. Authorities
The Company AGICL Empanelmentâs Across Sectors includes:
- Delhi Metro Rail Corporation (DMRC)
- Directorate of Institutional Finance, Finance-Department, Govt. of Madhya Pradesh (DIFMP)
- Gujarat Infrastructure Development Board (GIDB)
- Guwahati Metropolitan Development Authority (GMDA)
- IIFCL Projects Limited
- Madhya Pradesh Jal Nigam Maryadit
- Madhya Pradesh PWD - Structural Engineer
- National Highways Authority of India (NHAI)
- Orissa Mining Corporation (OMC)
- PFC Consulting Limited (PFCCL)
b. Premier Alcobev Private Limited (Joint Venture of Wholly Owned Subsidiary)
Almondz Global Securities Limited through its wholly owned subsidiary namely North Square Projects Private Limited has set up a Joint Venture (50:50) in the name of Premier Alcobev Private Limited (PAPL) on 25th May, 2007 and is carrying on the activity of distillery and bottling plant with a installed capacity of 45 KLPD and 10 lacs cases of bottling for manufacture and marketing of potable alcohol and country liquor in the designated territory of India and its current frontiers under the license from Govt. of Himachal Pradesh. The Joint Venture, PAPL stands on the pillars of world - class technology which works with, a hardworking team and stringent quality controls at every step to deliver the best of everything. These pillars together ensure to meet with the international standards for grain spirits and provide with the finest quality ENA which is made using broken rice, maize, bajra and jowar. The distillery is strategically located in Himachal Pradesh which is at close proximity from major cities and states like Delhi, Chandigarh, Punjab and Jammu & Kashmir. The Company currently producing Grain ENA, IMFL, High Protein DDGS, SDS and have its own brands for rum and whisky.
The production capacity of distilleries is 45,000 litres per day. The latest process and equipment for the production are adopted to produce alcohol as per standards and benchmarks set by all major buyers like USL, Seagram etc. It has eco friendly equipments like Air Scrubber Systems, Integrated evaporator for spent lease treatment and Decanter. The DDGS dryer as well as effluent treatment plant is for the effluent and waste water treatment to ensure complete recycling of treated water. The plant aims to generate its power requirement of 2 mw/day. The plant has an Ecofine Multi- Pressure Distillation system and MPR system to meet high quality ENA norms and for efficient energy utilization. The technology and processes used have a zero discharge of effluents which enables us to meet the standards set by the Ministry of Environment and Forest Guidelines.
The distillery is set up with the founding Principals of minimum down time, ease of operation, optimisation of resources without any breakdowns. Spread over 10 acres in the green arms of Himachal Pradesh, the distillery has a production capacity of 45,000 litres per day. The plant has been supplied by PRAJ INDIST based on their latest technology ecosmart grain and high fermentation process. The bottling plant is automated right from washing of bottles to filling of liquor so as to prevent any contamination of bottles due to human intervention.
The plant has most modern technology in the country and makes use of the latest process and equipments for the production. The technology and processes used have a zero discharge of effluents which enables us to meet the standards set by the Ministry of Environment and Forest Guidelines. The technology and processes used has a zero discharge of effluents which enables us to meet the standards set by the Ministry of Environment and Forest Guidelines. The plant has a MPR system to meet high quality ENA norms and to achieve efficient energy utilization.
The major customers of ENA are as under:
1. Pernod- Ricard India Pvt. Ltd. (Seagram)
2. United Spirits Ltd. (USL)
3. Allied Blenders and Distillers Pvt. Ltd (ABD)
4. HPGIC
c. Almondz Finanz Limited (Wholly Owned Subsidiary)
Almondz Finanz Limited was incorporated on 12th May 2006 as a Public Limited Company to take up the business of NonBanking Finance Company (NBFC) as a wholly owned subsidiary of Almondz Global Securities Limited. The Company is registered as a Non-Banking Finance Company with the Reserve Bank of India.
d. Skiffle Healthcare Services Limited( Wholly Owned Subsidiary)
Skiffle Healthcare Services Limited was established in 14th December, 2012, with the aim of providing best quality, personalized and affordable eye care service to everyone. The Company is 100% subsidiary of Almondz Global Securities Limited. The Company provides sophisticated diagnostic and treatment procedure across all the spectrum of eye disorders like:
- Cornea
- Retina
- Glaucoma
- Paediatric Ophthalmology
- Neuro Ophthalmology
- Oculoplasty
- Lasik
Every specialty department is well equipped with latest technologies for accurate & early diagnosis for quality treatment. The Company is committed to the achievement and maintenance of excellence in Eye care, Research and Education for the benefit of humanity. The Company presently operates 4 centres at different locations in and around Delhi i.e., Sonepat (Haryana), Ghaziabad, Noida and Shahdara
e. Almondz Insolvency Resolutions Services Private Limited (Associate)
Almondz Insolvency Resolution Professional Limited is a brain child of Almondz Global Securities Limited and promoted by it on 4th October, 2017 with three Insolvency Professionals. Almondz global Securities Limited holds 33% shares in the Company. The Company is registered with Insolvency & Bankruptcy Board of India (IBBI) as IPE vide registration No. IBBI/IPE/0049.
The Company with three IPs as whole time directors having combined experience of over 110 years in Industry/financial and Banking Sector is headed by Ex. Executive Director of Oriental Bank of Commerce. Other directors are from different fields of industry with experience ranging from 15-40 years each handling various activities which include Credit Appraisal, Debt Syndication, Debt Restructuring, Stressed Assets management, Business management and Company Due Diligence.
The Advisory Board of the Company consists of experts from Financial sector/Industry including Ex. MD of PSU Bank/ SAIL/Leading financial group. The Company has excellent infrastructure for smooth execution of assignments with strong team of back office staff including CAs/CSs and association with leading CA/CS/Legal firms IPs of entity empaneled with SBI, BoB, OBC & IoB have experience of handling CIRP matters as IRP and preparation of Resolution Plan on behalf of Resolution Applicants.
f. Almondz Wealth Advisors Limited (Wholly owned subsidiary)
Almondz Wealth Advisors Limited (AWAL) is a wholly owned subsidiary incorporated on 25th September 2009. AWAL is a well diversified financial services company which offers a broad range of financial products and services to a substantial and varied client base including Corporate, Institutional, High Net Worth individuals and Retail clients. AWAL products and services across multiple asset classes and consumer segments. The Company cover the entire spectrum of financial services including Mutual Funds, Equities, Fixed Income products, Loan & Mortgages, Derivatives, Commodities, Currencies, PMS, IPOâs, Insurance and Real Estate.
The Company services its clients through a network of 7 fully functional offices spread across the country along with over 20,000 registered Sub Brokers.
Since its inception, the Company have been utilizing its quality research capabilities and expertise to provide best and customized services to investors. The Company is continuously evolving and growing as a comprehensive financial service provider in the country.
g. North Square Projects Private Limited (Wholly owned subsidiary)
North Square Projects Private Limited (NSPPL) is a wholly owned subsidiary of Almondz Global Securities Ltd as was promoted on 6th August 2012 .as a Special Purpose Vehicle (SPV) to enter into a Joint Venture for taking up the distillery and bottling business in the name of Premier Alcobev Private Limited.
h. Almondz Commodities Private Limited (Wholly owned subsidiary)
Almondz Commodities Pvt. Ltd., incorporated on 17th August 2005 is a wholly owned subsidiary of Almondz Global Securities Ltd. The Company provides commodity trading in MCX, NCDEX & NSEL.
i. Almondz Debt Advisors Limited (Subsidiary Company)
Almondz Debt Advisors Limited is a subsidiary Company of Almondz Global Securities Limited with 70% holding, was incorporated with the object to take up the business activities in the debt market. Summary of the financial of the Subsidiaries/Joint venture and the Associates are as under: Consolidated comparative net Revenue from the operations under different segments are as under:
30. Statutory Auditors
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Mohan Gupta & Company, Chartered Accountants (registration number: 006519N) were appointed by the shareholders at the 23rd annual general meeting to hold office until the conclusion of the 28th annual general meeting. Ratification at every annual general meeting by the members is no longer necessary till the conclusion of aforesaid 28th annual general meeting.
The Statutory Auditors have furnished their eligibility to continue as Auditors from the conclusion of the ensuing annual general meeting till the subsequent annual general meeting.
The observations made in the Auditorsâ Report read with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134 of the Companies Act, 2013.
31. Corporate Governance
Your Company re-affirm its commitment towards the standards of Corporate Governance. At Almondz Global Securities, we ensure the practice of the Principles of Good Corporate Governance on which management decisions are based on a set of principles influenced by the values. All functions of the Company are discharged in a professionally sound, competent and transparent manner.
A detailed report on the Companyâs commitment at adopting good Corporate Governance Practices is enclosed. The Auditorsâ certificate on compliance with the mandatory provisions of the Corporate Governance is annexed therewith.
32. Consolidated Financial Results
As required under Section 129 of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 issued by the Institute of Chartered Accountants of India.
33. Cash Flow Statement
In conformity with the provisions of Listing Regulations the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2018 is annexed hereto.
34. Management Discussion and Analysis Statement
The Annual Report has a detailed chapter on Management Discussion and Analysis, which forms a part of this report.
35. Policy on Insider Trading
Your Company formulated and implemented a Code of Conduct for Prevention of Insider Trading (Code) in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. The Company has adopted code of Internal Procedures and Conduct for Regulating, Monitoring And Reporting of Trading by Insiders in terms of new Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors appointed Mr. Ajay Pratap, Company Secretary, as the Compliance Officer under the said Code responsible for complying with the procedures, monitoring adherence to the Code for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board of Directors. The Code of Conduct is available on your Companyâs website www.almondzglobal.com
36. Directorsâ 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 annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(ii) the directors have selected such accounting policies and applied them consistently and made judgements 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 2017-18 and of the profit of the company for that period;
(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, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the directors have prepared the annual accounts on a going concern basis;
(v) The directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively;
(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
37. Disclosure
As per the listing Regulations, corporate governance report with auditorsâ certificate thereon and management discussion and analysis are attached, which form part of this report.
Details of the familiarization programme of the independent directors are available on the website of the Company (www.almondzglobal.com). Policy for determining material subsidiaries of the Company is available on the website of the Company (www.almondzglobal.com). Policy on dealing with related party transactions is available on the website of the Company (www.almondzglobal.com). 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 Listing Regulations.
38. Particulars of Loans, Guarantees or Investments by the Company
Details of Loans, Guarantees and Investments are given in the notes to Financial Statements
39. Acknowledgements
Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Securities and Exchange Board of India, the Bombay Stock Exchange Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies.
Your Directors are grateful to the Companyâs clients, investors, bankers and other business associates for their continued support. Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed team of employees for their contribution to the Company and rendering high quality services to the clients. We would also like to thank all our shareholders for their support in our endeavours.
For and on behalf of the Board of Directors
New Delhi ATUL KUMAR SHUKLA
August 10, 2018 Chairman
Mar 31, 2016
To the Members of Almondz Global Securities Limited,
The Board of Directors submits the Annual Report of your Company together with the Audited Statement of Accounts for the year ended March 31, 2016.
1. Financial Results
Financial Results of the Company for the year under review are summarized as under :
(Rs. in Lacs)
Year Ended 31.03.2016 |
Year Ended 31.03.2015 |
|
Gross Income |
3975.47 |
5365.66 |
Profit before Interest, Depreciation & Tax |
501.37 |
1193.22 |
Less: Interest |
317.65 |
374.52 |
Less : Depreciation |
168.49 |
216.64 |
Less : Provision for Tax |
(54.16) |
117.37 |
Net Profit after Tax |
69.39 |
484.69 |
2. Dividend
In order to conserve resources and to strengthen the financial position of the Company to enable expansion of the Company, your Directors do not recommend payment of dividend.
3. Standalone & Consolidated Financials
For the year ended March 31, 2016, your Company earned a total income of Rs. 3975.47 Lacs, as against previous year''s total income of Rs. 5365.66 Lacs. As per the Consolidated Accounts, the total income is Rs. 5369.22 Lacs, as against the previous year''s income of Rs. 6709.82 Lacs. The Company has incurred a profit of Rs. 69.39 Lacs in the current year as compared to a profit of Rs. 484.69 Lacs in the previous year. As per the Consolidated Accounts, the net loss for the year is Rs. 39.44 Lacs as compared to Rs. 758.31 Lacs in 2014-15.
4. Reserves
The Company proposes the total amount of Rs. 69.39 Lacs available for appropriation to be retained in the statement of profit and loss.
5. Information on State of Affairs of the Company
Information of the segmental operations and financial performance are given in the Management Discussion and Analysis Report in accordance with SEBI (LODR) Regulations, 2015.
6. Human Resources
Your company believes that human talent is its fundamental strength and they continue to be the key driving force of the organization. Your company has generally enjoyed cordial relations with its employees. We believe in aligning business priorities with the aspirations of employees leading to the development of an empowered and responsive human capital.
As on 31 March 2016, your Company has a diverse employee base with 198 employees all over India. This heterogeneous base is central to sustaining the Company''s competitive edge.
The HR function in Almondz Global is-aligned and closely integrated with business units in order to support operational agility, to be scalable for the Company''s future growth, as well as to achieve higher employee satisfaction.
7. Material changes and commitments
There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.
8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.
9. Internal Financial Controls
The Company has adequate internal financial controls with reference to Financial Statements.
10. Deposits
During the year under Report, your Company had not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.
11. Share Capital
During the year under Report, the Company has not issued any share capital.
12. Particulars of remuneration of Directors / KMP / Employees
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as âAnnexure
I Aâ which forms part of this report.
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 is attached as âAnnexure I Bâ which forms part of this report.
13. Employees Stock Option Plan
To share the value created by the employees and to promote the culture of employee ownership in your Company, your Company introduced the âAlmondz Global Securities Employees Stock Option Scheme 2007â (âthe Schemeâ or âESOS 2007â) for granting, offering and issuing upto 4500000 options or 15% of paid-up share capital of the Company, whichever is lower, in one or more tranches which was also approved by the shareholders on March 4, 2008 through Postal Ballot. Thereafter, the Scheme was amended vide approval of the shareholders of the Company by passing a Special Resolution on 13 April 2010 by way of postal ballot, thereby increasing the number of options which can be granted under the Scheme from 4500000 or 15% of paid-up share capital of the Company, whichever is lower, to 1,50,00,000 or 50% of paid-up share capital of the Company, whichever is lower.
During the year under Report, no options have been granted by the Company and 587000 options lapsed.
Further, during the year under Report, no option were vested. The exercisable option at the end of 31 March 2016 is 429000. Details of the options issued under ESOS 2007, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure II to this Report.
None of the management employees has received options exceeding 5% of the number of the options issued during the year ended 31 March 2016. Likewise, no employee has been issued stock options, during the period under Report, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.
14. Listing
The shares of your Company are listed at Bombay Stock Exchange Limited and National Stock Exchange of India Limited, Mumbai. The listing fees to the Stock Exchanges for the financial year 2016-17 have been paid.
15. Extract of Annual Return
Pursuant to the Section 92(3) of the Companies Act, 2013 extract of the annual Return is annexed to this report as
Annexure III. 16. Conservation of energy & technology absorption and Foreign exchange earnings and Outgo
A. Since the Company does not carry any manufacturing activities, particulars to be disclosed with respect to Conservation of energy & technology absorption under Section 134 (3) (m) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are not applicable.
B. During the year under review there has been no earnings and outgo in foreign exchange.
17. Directors
Ms. Neelu Jain, Director, retires by rotation at the ensuing 22nd Annual General Meeting.
Mr. Satish Chandra Sinha has been appointed as an additional Director w.e.f. 25.05.2016. He holds office upto the date of the ensuing Annual General Meeting. The Company has received the requisite notices in writing along with the necessary deposit signifying candidature of Directors.
Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).
18. Number of Meetings of the Board
During the Financial Year 2015-16, 5 (Five) number of Board meetings were held. For details thereof kindly refer to the section âBoard of Directors- in the Corporate Governance Report.
19. Disclosure on Audit Committee
The Audit Committee as on March 31, 2016 comprised of the following Independent Directors :
Mr. Ajay Kumar (Chairman), Mr. Atul Kumar Shukla and Mr. Krishan Lal Khetarpaul. Further, all recommendations of Audit Committee were accepted by the Board of Directors.
20. Sexual Harassment
The Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The company did not receive any complaints to report in the Board''s report.
21. Vigil Mechanism/Whistle Blower Policy
The Company has established a Vigil Mechanism (Whistle Blower) Policy for Directors and Employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Vigil Mechanism shall provide adequate safeguards against victimization of Director(s) / Employee(s), who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. The details of establishment of the vigil mechanism disclosed by the Company on its website, www.almondzglobal.com.
22. Performance Evaluation of the Board, its Committees and Individual Directors
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors. A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Boardâs focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director''s performance, the questionnaire covers various aspects like his/ her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.
The Board has carried out a formal annual evaluation of its own performance and that of its Committees and individual Directors. The Directors expressed their satisfaction with the evaluation process.
23. Nomination & Remuneration Committee & Policy
The Board of Directors of your Company has, on Constituted the Nomination & Remuneration Committee and based on their recommendation framed and adopted a policy for selection and appointment of Directors, KMP and their remuneration. The contents of the policy are disclosed by the company on its website,www.almondzglobal.com..
24. Key Managerial Personnel
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows :
Mr. Navjeet Singh Sobti: Vice Chairman & Managing Director Mr. Govind Prasad Agrawal : Chief Financial Officer Mr. Ajay Pratap : Company Secretary
25. Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013 With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were on an arm''s length basis.
There being no âmaterial'' related party transactions as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there are no details to be disclosed in Form AOC-2 in that regard. During the year 2015-16, pursuant to section 177 of the Companies Act, 2013 and SEBI Listing Regulations, 2015. All RPTs were placed before Audit Committee for its prior/omnibus approval. The Policy on RPTs as approved by Board is uploaded on the Company''s website.
26. Risk Management
The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.
27. Secretarial Auditor & Secretarial Audit Report
The Board had appointed M/s Ashu Gupta & Co., Company Secretaries in Whole time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2015-16. The report of the Secretarial Auditor is annexed to this report as Annexure V. The Secretarial Auditors'' Report for the financial year 201516 does not contain any qualification, reservation or adverse remarks.
28. Corporate Social Responsibility
Detailed information report on Corporate Social Responsibility Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 135 of the Companies Act, 2013 is given in the Annexure VI of this Report.
29. Details of Subsidiary / Joint Ventures / Associate Companies
Company is having six subsidiaries and two associate companies. The statement containing the summarized financial position of the subsidiary/Associates/Joint Ventures pursuant to Section 129 and Rules 5 of the Companies (Accounts) Rules, 2014, is contained in Form AOC-1 which form part of the Annual Report as Annexure VII.
30. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. AVK & Associates, Chartered Accountants (registration number: 002638N) were appointed by the shareholders at the 20th annual general meeting to hold office until the conclusion of the 23rd annual general meeting, subject to ratification by shareholders at each annual general meeting.
The members are requested to ratify the appointment of M/s. AVK & Associates, Chartered Accountants, (registration number: 002638N) as statutory auditors of the Company and to fix their remuneration for the year 2016-17.
The Company has obtained necessary certificate under Section 141 of the Companies Act, 2013 from the auditors conveying their eligibility for the above appointment. The audit committee and board reviewed their eligibility criteria, as laid down under Section 141 of the Act 2013 and recommended ratification of their appointment as auditors for the aforesaid period.
The observations made in the Auditors'' Report read with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134 of the Companies Act, 2013.
31. Corporate Governance
Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management. Measures of Corporate Governance emanate not only from Regulation, but also because managements now clearly understand that good and transparent governance is the cornerstone on which lasting values can be created. Your company strives for excellence with the objective of enhancing shareholders'' value and protecting the interest of stakeholders. At Almondz Global Securities, we ensure the practice of the Principles of Good Corporate Governance on which management decisions are based on a set of principles influenced by the values. All functions of the Company are discharged in a professionally sound, competent and transparent manner.
A detailed report on the Company''s commitment at adopting good Corporate Governance Practices is enclosed. The Auditors'' certificate on compliance with the mandatory provisions of the Corporate Governance with SEBI (LODR) Regulations, 2015
32. Consolidated Financial Results
As required under Section 129 of the Companies Act, 2013 and Clause 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards 21 issued by the Institute of Chartered Accountants of India.
33. Cash Flow Statement
In conformity with the provisions of Listing Regulations the Stock Exchanges, the Cash Flow Statement for the year ended 31 March 2016 is annexed hereto.
34. Management Discussion and Analysis Statement
The Annual Report has a detailed chapter on Management Discussion and Analysis, which forms a part of this report.
35. Policy on Insider Trading
Your Company formulated and implemented a Code of Conduct for Prevention of Insider Trading (Code) in accordance with the guidelines specified under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. The Company has adopted code of Internal Procedures and Conduct for Regulating, Monitoring And Reporting of Trading by Insiders in terms of new Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors appointed Mr. Ajay Pratap, Company Secretary, as the Compliance Officer under the said Code responsible for complying with the procedures, monitoring adherence to the Code for the preservation of price sensitive information, pre-clearance of trade, monitoring of trades and implementation of the Code of Conduct under the overall supervision of the Board of Directors.. The Code of Conduct is available on your Company''s website www.almondzglobal.com
36. Directorsâ 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 annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(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 at the end of the financial year 2015-16 and of the profit of the company for that period;
(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, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the directors have prepared the annual accounts on a going concern basis;
(v) The directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively
(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
37. Disclosure
As per the listing Regulations, corporate governance report with auditors'' certificate thereon and management discussion and analysis are attached, which form part of this report.
Details of the familiarization programme of the independent directors are available on the website of the Company (www.almondzglobal.com). Policy for determining material subsidiaries of the Company is available on the website of the Company (www.almondzglobal.com). Policy on dealing with related party transactions is available on the website of the Company fwww.almondzglobal.com). 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 Listing Regulations
38. Particulars of Loans, Guarantees or Investments by the Company
Details of Loans, Guarantees and Investments are given in the notes to Financial Statements.
39. Acknowledgements
Your Directors would like to place on record their gratitude for all the guidance and co-operation received from the Securities and Exchange Board of India, the Bombay Stock Exchange Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited and other government and regulatory agencies.
Your Directors are grateful to the Company''s clients, investors, bankers and other business associates for their continued support.
Your Directors would also like to take this opportunity to express their appreciation to the dedicated and committed team of employees for their contribution to the Company and rendering high quality services to the clients. We would also like to thank all our shareholders for their support in our endeavors.
For and on behalf of the Board of Directors
New Delhi ATUL KUMAR SHUKLA
August 09, 2016 Chairman
(DIN : 00121601)
Mar 31, 2014
To the Members of Almondz Global Securities Limited,
The Board of Directors submits the Annual Report of your Company
together with the Audited Statement of Accounts for the year ended
March 31, 2014.
1. Financial Results
Financial Results of the Company for the year are summarized as under :
(Rs. in Lacs)
Year Ended Year Ended
31.03.2014 31.03.2013
Gross Income 4310.94 4860.73
Profit before Interest, 1303.98 543.38
Depreciation & Tax
Less: Interest 287.63 309.35
Less: Depreciation 229.28 232.40
Less: Provision for Tax 203.13 Â
Net Profit after Tax 583.94 1.63
2. Dividend
It is felt by management of your Company that resources of the company
should be conserved. Your Directors have decided not to recommend any
dividend for the financial year ended 31 March 2014.
3. Standalone & Consolidated Financials
For the year ended March 31, 2014, your Company earned a total income
of Rs. 4310.94 Lacs, as against previous year''s total income of Rs.
4860.73 Lacs. As per the Consolidated Accounts, the total income is Rs.
9604.29 Lacs, as against the previous year''s income of Rs. 10614.34
Lacs. The Company has earned a profit of Rs. 583.94 Lacs in the
current year as compared to a profit of Rs. 1.63 Lacs in the previous
year. As per the Consolidated Accounts, the net profit for the year is
Rs. 537.07 Lacs as compared to Rs. 568.63 Lacs in 2012-13.
4. Human Resources
At your Company, employees continue to be the key driving force of the
organization and remain a strong source of our competitive advantage.
We believe in aligning business priorities with the aspirations of
employees leading to the development of an empowered and responsive
human capital. We strive to create a work environment which encourages
innovation and creativity.
As on 31 March 2014, your Company has a diverse employee base with 235
employees all over India. This heterogeneous base is central to
sustaining the Company''s competitive edge.
The HR function in Almondz Global has been re-aligned and closely
integrated with business units in order to support operational agility,
to be scalable for the Company''s future growth, as well as to achieve
higher employee satisfaction. Going forward, the new structure will
support greater focus
for strategic initiatives and also provide more leadership growth in
the Company.
5. Consolidated Financial Results
As required under Clause 32 of the Listing Agreements with the Stock
Exchanges, a Consolidated Financial Statement of the Company and all
its subsidiaries is attached. The Consolidated Financial Statements
have been prepared in accordance with Accounting Standard (AS-21)
issued by the Institute of Chartered Accountants of India.
6. Cash Flow Statement
In conformity with the provisions of Clause 32 of the Listing
Agreements with the Stock Exchanges, the Cash Flow Statement for the
year ended 31 March 2014 is annexed hereto.
7. Corporate Governance
Corporate Governance is about commitment to values and about ethical
business conduct. It stems from the culture and mindset of a
management. Measures of Corporate Governance emanate not only from
Regulation, but also because managements now clearly understand that
good and transparent governance is the cornerstone on which lasting
values can be created. Your company strives for excellence with the
objective of enhancing shareholders'' value and protecting the interest
of stakeholders. At Almondz Global Securities, we ensure the practice
of the Principles of Good Corporate Governance on which management
decisions are based on a set of principles influenced by the values.
All functions of the Company are discharged in a professionally sound,
competent and transparent manner.
A detailed report on the Company''s commitment at adopting good
Corporate Governance Practices is enclosed. The Auditors'' certificate
on compliance with the mandatory provisions of the Corporate Governance
Clause (Clause 49 of the Listing Agreement) is annexed therewith.
8. Corporate Governance Report and Management Discussion and Analysis
Statement
A report on Corporate Governance is attached to this Report as also a
Management Discussion and Analysis statement.
The Annual Report has a detailed chapter on Management Discussion and
Analysis, which forms a part of this report.
9. Policy on Insider Trading
Your Company formulated and implemented a Code of Conduct for
Prevention of Insider Trading (Code) in accordance with the guidelines
specified under the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 1992 as amended till date. The Board
of Directors appointed Mr. Ajay Pratap, Company Secretary, as the
Compliance Officer under the said Code responsible for complying with
the procedures, monitoring adherence to the Code for the preservation
of price sensitive information, pre- clearance of trade, monitoring of
trades and implementation of the Code of Conduct under the overall
supervision of the Board of Directors. The said Code, inter alia,
prohibits purchase and /or sale of shares of the Company and its client
companies by an insider while in possession of unpublished price
sensitive information in relation to the same. The Code of Conduct is
available on your Company''s website.
10. Directors'' Responsibility Statement
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956 ("Act"), and based on the representations received from the
operating management, the Directors hereby confirm that :
i. in the preparation of the Annual Accounts for the year 2013-14, the
applicable Accounting Standards have been followed and there are no
material departures;
ii. they have selected such accounting policies in consultation with
the statutory auditors 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 2013-14 and of the profit of the Company for the said
financial year;
iii. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956.
They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; and
iv. they have prepared the Annual Accounts on a going concern basis.
11. Subsidiary Companies
During the year under reporting, the Company had nine subsidiaries
namely Almondz Finanz Ltd., Almondz Debt Advisors Ltd. (Step-down
Subsidiary), Almondz Commodities Pvt. Ltd., Almondz Wealth Advisors
Ltd., Almondz Insurance Brokers Pvt. Ltd., Almondz Re-insurance Brokers
Pvt. Ltd. (Step-down Subsidiary) Skiffle Healthcare Services Ltd.,
North Square Projects Pvt. Ltd., and Almondz Global Infra- Consultant
Ltd.
Three Companies namely, Almondz Insurance Brokers Pvt. Ltd., Almondz
Re-insurance Brokers Pvt. Ltd., and Almondz Debt Advisors Ltd., ceased
to be subsidiaries on account of sale of shareholding in these
companies.
A statement pursuant to Section 212 and 212(8) of the Companies Act,
1956 in respect of these subsidiaries is appended to the Balance Sheet.
In terms of approval granted by the Central Government under Section
212(8) of the Companies Act, 1956, the annual accounts and other
reports specified in Section 212(1) in respect of the subsidiary
companies have not been attached to the Balance Sheet. The Company
will make available these documents / details to the investors of the
Company and the subsidiary companies upon request made in this regard
to the Company. In accordance with the requirements of Accounting
Standard (AS-21) prescribed by the Institute of Chartered Accountants
of India, the Consolidated Financial Statement of the Company and its
subsidiaries is annexed to this Annual Report.
12. Particulars required as per Section 212 of the Companies Act, 1956
The Statement pursuant to Section 212 of the Companies Act, 1956,
containing the details of the Subsidiary Companies as on 31 March 2014
is enclosed.
13. Fixed Deposits
During the year under Report, your Company had not accepted any public
deposits and, as such, no amount on account of principal or interest on
public deposits was outstanding on the date of the Balance Sheet.
14. Directors
During the year under report, Mr. Vinay Mehta, has resigned from office
of Managing Director w.e.f. 16.07.2014. He also resigned from the Board
of Director of the Company of the Company w.e.f 06.08.2014.
Mr. Navjeet Singh Sobti has been appointed as the Vice Chairman and
Managing Director w.e.f. 12.08.2014.
Mr. Sanjay Tiwari retire by rotation at the ensuing 20th Annual General
Meeting. Mr. Atul Kumar Shukla, Mr. Surendar Kumar Sood and Mr. Krishan
Lall Khetarpaul are the Directors of the Company whose period of office
is liable to retirement by rotation as per the Companies Act, 1956.
They have submitted declarations that they meet the criteria of
independence under Section 149(6) of the Companies Act, 2013 and are
eligible for appointment.
The Board recommends for their appointment as Independent Directors of
the Company, to hold the office for a term upto five consecutive years
commencing from 29th September, 2014.".
Mrs. Neelu Jain has been appointed as the additional Director w.e.f.
12.08.2014. She holds office up to the date of the ensuing Annual
General Meeting. The Company has received the requisite notices in
writing along with the necessary deposit signifying her candidature for
the office of Director.
15. Employees Stock Option Plan
To share the value created by the employees and to promote the culture
of employee ownership in your Company, your Company introduced the
"Almondz Global Securities Employees Stock Option Scheme 2007"
(''the Scheme" or "ESOS 2007") for granting, offering and
issuing upto 4500000 options or 15% of paid-up share capital of the
Company, whichever is lower, in one or more tranches which was also
approved by the shareholders on March 4, 2008 through Postal Ballot.
Thereafter, the Scheme was amended vide approval of the shareholders of
the Company by passing a Special Resolution on 13 April 2010 by way of
postal ballot, thereby increasing the number of options which can be
granted under the Scheme from 4500000 or 15% of paid-up share capital
of the Company, whichever is lower, to 1,50,00,000 or 50% of paid-up
share capital of the Company, whichever is lower.
During the year under Report, no options have been granted by the
Company and 250000 options lapsed.
Further, during the year under Report, pursuant to the Scheme and the
terms of the grants made, an aggregate of 143336 options got vested
in the optionholders as per the applicable vesting schedule of the
respective grant.
Details of the options issued under ESOS 2007, as also the disclosures
in compliance with Clause 12 of the Securities and Exchange Board of
India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 are set out in the Annexure to this Report.
None of the management employees has received options exceeding 5% of
the number of the options issued during the year ended 31 March 2014.
Likewise, no employee has been issued stock options, during the period
under Report, equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the Company at the time of
grant.
16. Issuance of Equity Shares
During the year under Report, the Company has not issued any equity
shares.
17. Listing of Equity Shares
During the year under Report, the equity shares of your Company are
listed at National Stock Exchange of India Ltd., Mumbai, and Bombay
Stock Exchange Limited, Mumbai.
18. Ratings for Term Funding
During the year under report, no rating was accorded to your Company''s
term borrowings.
19. Auditors & Auditors'' Report
The Company, in terms of Section 139 (1) and (2) of the Companies Act,
2013, is required to appoint statutory auditors for a term of five
consecutive years i.e., till the conclusion of sixth annual general
meeting and ratify their appointment, during the period, in every
annual general meeting by an ordinary resolution.
The period for which any firm has held office as auditor prior to the
commencement of the Companies Act, 2013 will be taken into account for
calculating the period of five consecutive years, as per the fourth
proviso to Section 139(2) of the Companies Act, 2013 read with Rule
6(3) of the Companies (Audit and Auditors) Rules, 2014.
M/s. AVK & Associates, who were appointed as statutory auditors of the
Company, at the annual general meeting held on 23rd September 2013, are
eligible to be appointed for the remaining period of 3 years out of the
first term of five consecutive years in terms of the Companies Act,
2013.
The Company has obtained necessary certificate under Section 141 of the
Companies Act, 2013 from the auditor conveying their eligibility for
the above appointment. The audit committee and board reviewed their
eligibility criteria, as laid down under Section 141 of the Companies
Act, 2013 and recommended their appointment as auditors for the
aforesaid period.
The observations made in the Auditors'' Report read with the relevant
notes thereon are self-explanatory and hence, do not call for any
comments.
20. Secretarial Auditors
As required under Section 204 of the Act 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the
Company is required to appoint a Secretarial Auditor for auditing the secretarial and related records of the Company and to provide a report
in this regard.
Accordingly, M/s Ashu Gupta & Co., Company Secretaries, Delhi have been
appointed as Secretarial Auditors for carrying out the secretarial
audit for the financial year 2014-15 for attaching their report with
the Board''s report to the shareholders.
21. Particulars of Employees
Information as required under Section 217(2A) of the Act, read with
Companies (Particulars of Employees) Rule, 1975 and any amendment
thereof is given in Annexure forming part of this Report.
22. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The particulars as prescribed under Section 217(1)(e) of the Act, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 in relation to Conservation of Energy and
Technology Absorption are not applicable to your Company during
2013-14.
23. Foreign Exchange Earnings & Outgo
During the year under review, there were nil foreign exchange earnings
and outgo.
24. Acknowledgements
Your Directors would like to place on record their gratitude for all
the guidance and co-operation received from the Securities and Exchange
Board of India, the Bombay Stock Exchange Limited, National Stock
Exchange of India Limited, National Securities Depository Limited,
Central Depository Services (India) Limited and other government and
regulatory agencies.
Your Directors are grateful to the Company''s clients, investors,
bankers and other business associates for their continued support.
Your Directors would also like to take this opportunity to express
their appreciation to the dedicated and committed team of employees for
their contribution to the Company and rendering high quality services
to the clients. We would also like to thank all our shareholders for
their support in our endeavours.
For and on behalf of the Board of Directors
New Delhi ATUL KUMAR SHUKLA
August 12, 2014 Chairman
(DIN : 00121601)
Mar 31, 2013
To the Members of Almondz Global Securities Limited, The Board of
Directors submits the Annual Report of your Company together with the
audited statement of accounts for the year ended March 31, 2013.
1. Financial Results
Financial Results of the Company for the year under review are
summarized as under :
(Rs. in Lacs)
Year Ended Year Ended
31.03.2013 31.03.2012
Gross Income 4860.73 6078.84
Profit before Interest, 543.38 235.05
Depreciation & Tax
Less : Interest 309.35 318.18
Less : Depreciation 232.40 309.13
Less:Provision for Tax (24.65)
Net Profit after Tax 1.63 (368.74)
2. Dividend
Based on your Company''s performance, your Directors do not recommend
dividend for the financial year ended 31 March 2013.
3. Standalone & Consolidated Financials
For the year ended March 31, 2013, your Company earned a total income
of Rs. 4860.73 Lacs, as against previous year''s total income of Rs.
6078.84 Lacs. As per the Consolidated Accounts, the total income is Rs.
10614.34 Lacs, as against the previous year''s income of Rs. 10869.98
Lacs. The Company has incurred a profit of Rs. 1.63 Lacs in the current
year as compared to a loss of Rs. 368.74 Lacs in the previous year. As
per the Consolidated Accounts, the net profit for the year is Rs.
568.63 Lacs as compared to Rs. 21.67 Lacs in 2011-12.
4. Human Resources
At your Company, employees continue to be the key driving force of the
organization and remain a strong source of our competitive advantage.
We believe in aligning business priorities with the aspirations of
employees leading to the development of an empowered and responsive
human capital. We strive to create a work environment which encourages
innovation and creativity.
As on 31 March 2013, your Company has a diverse employee base with 370
employees all over India. This heterogeneous base is central to
sustaining the Company''s competitive edge.
The HR function in Almondz Global has been re-aligned and closely
integrated with business units in order to support operational agility,
to be scalable for the Company''s future growth, as well as to achieve
higher employee satisfaction.
Going forward, the new structure will support greater focus for
strategic initiatives and also provide more leadership growth in the
Company.
5. Consolidated Financial Results
As required under Clause 32 of the Listing Agreements with the Stock
Exchanges, a Consolidated Financial Statement of the Company and all
its subsidiaries is attached. The Consolidated Financial Statements
have been prepared in accordance with Accounting Standards 21 issued by
the Institute of Chartered Accountants of India.
6. Cash Flow Statement
In conformity with the provisions of Clause 32 of the Listing
Agreements with the Stock Exchanges, the Cash Flow Statement for the
year ended 31 March 2013 is annexed hereto.
7. Corporate Governance
Corporate Governance is about commitment to values and about ethical
business conduct. It stems from the culture and mindset of a
management. Measures of Corporate Governance emanate not only from
Regulation, but also because managements now clearly understand that
good and transparent governance is the cornerstone on which lasting
values can be created. Your company strives for excellence with the
objective of enhancing shareholders'' value and protecting the interest
of stakeholders. At Almondz Global Securities, we ensure the practice
of the Principles of Good Corporate Governance on which management
decisions are based on a set of principles influenced by the values.
All functions of the Company are discharged in a professionally sound,
competent and transparent manner.
A detailed report on the Company''s commitment at adopting good
Corporate Governance Practices is enclosed. The Auditors'' certificate
on compliance with the mandatory provisions of the Corporate Governance
Clause (Clause 49 of the Listing Agreement) is annexed therewith.
8. Corporate Governance Report and Management Discussion and Analysis
Statement
A report on Corporate Governance is attached to this Report as also a
Management Discussion and Analysis statement.
The Annual Report has a detailed chapter on Management Discussion and
Analysis, which forms a part of this report.
9. Policy on Insider Trading
Your Company formulated and implemented a Code of Conduct for
Prevention of Insider Trading (Code) in accordance with the guidelines
specified under the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 1992 as amended till date. The Board
of Directors appointed Mr. Ajay Pratap, Company Secretary, as the
Compliance Officer under the said Code responsible for complying with
the procedures, monitoring adherence to the Code for the preservation
of price sensitive information, pre- clearance of trade, monitoring of
trades and implementation of the Code of Conduct under the overall
supervision of the Board of Directors. The said Code, inter alia,
prohibits purchase and/or sale of shares of the Company and its client
companies by an insider while in possession of unpublished price
sensitive information in relation to the same. The Code of Conduct is
available on your Company''s website.
10. Directors'' Responsibility Statement
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956 ("Act"), and based on the representations received from the
operating management, the Directors hereby confirm that :
i. in the preparation of the Annual Accounts for the year 2012-13, the
applicable Accounting Standards have been followed and there are no
material departures;
ii. they have selected such accounting policies in consultation with
the statutory auditors and applied them consistently and made
judgements 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 2012-13 and of the profit of the Company for the
said financial year;
iii. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956.
They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; and
iv. they have prepared the Annual Accounts on a going concern basis.
11. Subsidiary Companies
During the year under reporting, the Company had six subsidiaries
namely Almondz Finanz Ltd., Almondz Debt Advisors Ltd. (Step-down
Subsidiary), Almondz Commodities Pvt. Ltd., Almondz Retail Equity Ltd.,
Almondz Insurance Brokers Pvt. Ltd., and Almondz Re-insurance Brokers
Pvt. Ltd. (Step-down Subsidiary) and Skiffle Healthcare Services Ltd.
Out of the aforesaid, Almondz Retail Equity Ltd. and Almondz Debt
Advisors Ltd., have not started operating during the year under report
as the said companies are still in the process of finalizing plans.
In terms of general approval granted by the Central Government under
Section 212(8) of the Companies Act, 1956, copies of Balance Sheet,
Profit and Loss Account, Report of the Board of Directors and the
Report of the Auditors of the subsidiary companies have not been
attached with the Balance Sheet of the Company. The Company will make
available these documents and related detailed information upon request
by any shareholder of the Company/ subsidiary interested in obtaining
the same.
However, pursuant to Accounting Standard AS-21 issued by the Institute
of Chartered Accountants of India, Consolidated
Financial Statements presented by the Company include the financial
statements of its Subsidiaries. The Financial Statements of the
subsidiary companies are also available for inspection by the
shareholders at the Registered Office of the Company and that of its
respective subsidiaries.
The following information in aggregate for each subsidiary has been
disclosed in the consolidated balance sheet (a) capital (b) reserves
(c) total assets (d) total liabilities (e) details of investment
(except in case of investment in subsidiaries) (f ) turnover (g) profit
before taxation (h) provision for taxation (i) profit after taxation
(j) proposed dividend for exemption from attaching the said documents
with the Balance Sheet of the Holding company.
1. The holding as well as subsidiary companies in question shall
regularly file such data to the various regulatory and Government
authorities as may be required by them;
2. The company shall give Indian rupee equivalent of the figures given
in foreign currency appearing in the accounts of the subsidiaries
companies along with exchange rate as on closing day of the financial
year.
12. Particulars required as per Section 212 of the Companies Act, 1956
The Statement pursuant to Section 212 of the Companies Act, 1956,
containing the details of the Subsidiary Companies as on 31 March 2013
is enclosed.
13. Fixed Deposits
During the year under Report, your Company had not accepted any public
deposits and, as such, no amount on account of principal or interest on
public deposits was outstanding on the date of the Balance Sheet.
14. Directors
Mr. Atul Kumar Shukla and Mr. Surendar Kumar Sood, Directors, retire by
rotation at the ensuing 19th Annual General Meeting.
Mr. Sita Ram Bansal non executive and independent director had ceased
to be Director of the Company due to his sudden demise on 8 November
2012.
15. Employees Stock Option Plan
To share the value created by the employees and to promote the culture
of employee ownership in your Company, your Company introduced the
"Almondz Global Securities Employees Stock Option Scheme 2007" (''the
Scheme" or "ESOS 2007") for granting, offering and issuing upto 4500000
options or 15% of paid-up share capital of the Company, whichever is
lower, in one or more tranches which was also approved by the share-
holders on March 4, 2008 through Postal Ballot. Thereafter, the Scheme
was amended vide approval of the shareholders of the Company by passing
a Special Resolution on 13 April 2010 by way of postal ballot, thereby
increasing the number of options which can be granted under the Scheme
from 4500000 or 15% of paid-up share capital of the Company, whichever
is lower, to 1,50,00,000 or 50% of paid-up share capital of the
Company, whichever is lower.
During the year under Report, no options have been granted by the
Company and 293300 options lapsed.
Further, during the year under Report, pursuant to the Scheme and the
terms of the grants made, an aggregate of 423333 options got vested in
the optionholders as per the applicable vesting schedule of the
respective grant.
Details of the options issued under ESOS 2007, as also the disclosures
in compliance with Clause 12 of the Securities and Exchange Board of
India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 are set out in the Annexure to this Report.
None of the management employees has received options exceeding 5% of
the number of the options issued during the year ended 31 March 2013.
Likewise, no employee has been issued stock options, during the period
under Report, equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the Company at the time of
grant.
16. Issuance of Equity Shares
During the year under Report, the Company has not issued any equity
shares.
17. Listing of Equity Shares
During the year under Report, the equity shares of your Company are
listed at National Stock Exchange of India Ltd., Mumbai, and Bombay
Stock Exchange Limited, Mumbai.
18. Ratings for Term Funding
During the year under report, no rating was accorded to your Company''s
term borrowings.
19. Auditors & Auditors'' Report
The Statutory Auditors, M/s AVK & Associates, Chartered Accountants
(Firm Registration No. 002638N), of your Company are due for retirement
at the ensuing Annual General Meeting and have confirmed their
eligibility and willingness to accept office, if re-appointed.
Certificates have been received from them to the effect that their
re-appointment as Auditors of the Company, if made, would be within the
limits prescribed under Section 224(1B) of the Companies Act, 1956.
They have also confirmed that they hold a valid peer review certificate
as prescribed under Clause 41(1)(h) of Listing Agreement. Your
Directors recommend their re-appointment for the ensuing year, i.e. FY
2013-14.
The members are requested to re-appoint M/s AVK & Associates, Chartered
Accountants, as the Statutory Auditors of the Company, for the period
from the conclusion of the ensuing Annual General Meeting till the
conclusion of the next Annual General Meeting and to fix their
remuneration.
The observations made in the Auditors'' Report read with the relevant
notes thereon are self-explanatory and hence, do not call for any
comments under Section 217 of the Companies Act, 1956.
20. Particulars of Employees
Information as required under Section 217(2A) of the Act, read with
Companies (Particulars of Employees) Rule, 1975 and any amendment
thereof is given in Annexure forming part of this Report.
21. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The particulars as prescribed under Section 217(1)(e) of the Act, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 in relation to Conservation of Energy and
Technology Absorption are not applicable to your Company during
2012-13.
22. Foreign Exchange Earnings & Outgo
During the year under review, foreign exchange earnings and outgo were
as under :
Earnings : Nil
Outgo : Rs. 20,000/-
23. Acknowledgements
Your Directors would like to place on record their gratitude for all
the guidance and co-operation received from the Securities and Exchange
Board of India, the Bombay Stock Exchange Limited, National Stock
Exchange of India Limited, National Securities Depository Limited,
Central Depository Services (India) Limited and other government and
regulatory agencies.
Your Directors are grateful to the Company''s clients, investors,
bankers and other business associates for their continued support.
Your Directors would also like to take this opportunity to express
their appreciation to the dedicated and committed team of employees for
their contribution to the Company and rendering high quality services
to the clients. We would also like to thank all our shareholders for
their support.
For and on behalf of the Board of Directors
ATUL KUMAR SHUKLA
New Delhi Chairman
August 13, 2013
Mar 31, 2012
To the Members of Almondz Global Securities Limited,
The Board of Directors submits the Annual Report of your Company
together with the audited statement of accounts for the year ended
March 31, 2012.
1. Financial Results
Financial Results of the Company for the year under review are
summarized as under :
(Rs. in Lacs)
Year Ended Year Ended
31.03.2012 31.03.2011
Gross Income 6078.84 7846.78
Profit before Interest, 264.76 1629.48
Depreciation & Tax
Less: Interest 349.01 432.44
Less: Depreciation 309.14 271.97
Less : Provision for Tax (24.65) 268.82
Net Profit after Tax (368.74) 656.25
2. Dividend
Based on your Company's performance, your Directors do not recommend
dividend for the financial year ended 31 March 2012.
3. Standalone & Consolidated Financials
For the year ended March 31, 2012, your Company earned a total income
of Rs. 6078.84 Lacs, as against previous year's Rs. 7846.78 Lacs. As
per the Consolidated Accounts, the total income is Rs. 10869.79 Lacs,
as against the previous year's Rs. 10029.33 Lacs. The Company has
incurred a loss of Rs. 368.74 Lacs in the current year as compared to
profit of Rs. 656.25 Lacs in the previous year. As per the Consolidated
Accounts, the net profit for the year is Rs. 21.67 Lacs as compared to
Rs. 988.09 Lacs in 2010-11.
4. Human Resources
At your Company, employees continue to be the key driving force of the
organization and remain a strong source of our competitive advantage.
We believe in aligning business priorities with the aspirations of
employees leading to the development of an empowered and responsive
human capital. We strive to create a work environment which encourages
innovation and creativity.
As on 31 March 2012, your Company has a diverse employee base with 370
employees all over India. This heterogeneous base is central to
sustaining the Company's competitive edge.
The HR function in Almondz Global has been re-aligned and closely
integrated with business units in order to support operational agility,
to be scalable for the Company's future growth, as well as to achieve
higher employee satisfaction.
Going forward, the new structure will support greater focus for
strategic initiatives and also provide more leadership growth in the
Company.
5. Consolidated Financial Results
As required under Clause 32 of the Listing Agreements with the Stock
Exchanges, a Consolidated Financial Statement of the Company and all
its subsidiaries is attached. The Consolidated Financial Statements
have been prepared in accordance with Accounting Standards 21 issued by
the Institute of Chartered Accountants of India.
6. Cash Flow Statement
In conformity with the provisions of Clause 32 of the Listing
Agreements with the Stock Exchanges, the Cash Flow Statement for the
year ended 31 March 2012 is annexed hereto.
7. Corporate Governance
Corporate Governance is about commitment to values and about ethical
business conduct. It stems from the culture and mindset of a
management. Measures of Corporate Governance emanate not only from
Regulation, but also because managements now clearly understand that
good and transparent governance is the cornerstone on which lasting
values can be created. Your company strives for excellence with the
objective of enhancing shareholders' value and protecting the interest
of stakeholders. At Almondz Global Securities, we ensure the practice
of the Principles of Good Corporate Governance on which management
decisions are based on a set of principles influenced by the values.
All functions of the Company are discharged in a professionally sound,
competent and transparent manner.
A detailed report on the Company's commitment at adopting good
Corporate Governance Practices is enclosed. The Auditors' certificate
on compliance with the mandatory provisions of the Corporate Governance
Clause (Clause 49 of the Listing Agreement) is annexed therewith.
8. Corporate Governance Report and Management Discussion and Analysis
Statement
A report on Corporate Governance is attached to this Report as also a
Management Discussion and Analysis statement.
The Annual Report has a detailed chapter on Management Discussion and
Analysis, which forms a part of this report.
9. Policy on Insider Trading
Your Company formulated and implemented a Code of Conduct for
Prevention of Insider Trading (Code) in accordance with the guidelines
specified under the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 1992 as amended till date. The Board
of Directors appointed Mr. Ajay Pratap, Company Secretary, as the
Compliance Officer under the said Code responsible for complying with
the procedures, monitoring adherence to the Code for the preservation
of price sensitive information, pre- clearance of trade, monitoring of
trades and implementation of the Code of Conduct under the overall
supervision of the Board of Directors. All the directors, Senior
Management Personnel and such other designated employees of the
Company, who are expected to have access to unpublished price sensitive
information relating to the Company or its client/s, are covered under
the said Code. The Directors, Senior Management Personnel, designated
employees, and their dependent relatives, are restricted in dealing in
the shares of the Company or its clients while in possession of
unpublished price sensitive information about the Company or its
clients, as the case may be. Further, the aforesaid persons are
restricted in dealing in shares of the Company during closed "Trading
Window". All the Directors, senior management personnel and other
designated employees of the Company are restricted from entering into
opposite transactions, i.e., buy or sell any number of shares during
the next six months following the prior transaction, and they are also
restricted from taking any positions in derivative transactions in the
shares of the Company at any time, as per the SEBI (Prohibition of
Insider Trading) Amendment Regulations, 2008.
The Code of Conduct is available on your Company's website.
10. Directors' Responsibility Statement
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956 ("Act"), and based on the representations received from the
operating management, the Directors hereby confirm that :
i. in the preparation of the Annual Accounts for the year 2011-12, the
applicable Accounting Standards have been followed and there are no
material departures;
ii. they have selected such accounting policies in consultation with
the statutory auditors and applied them consistently and made
judgements 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 2011-12 and of the profit of the Company for the
said financial year;
iii. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956.
They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; and
iv. they have prepared the Annual Accounts on a going concern basis.
11. Subsidiary Companies
During the year under reporting, the Company had six subsidiaries
namely Almondz Finanz Ltd., Almondz Debt Advisors Ltd. (Step-down
Subsidiary), Almondz Commodities Pvt. Ltd., Almondz Retail Equity Ltd.,
Almondz Insurance Brokers Pvt. Ltd., and Almondz Re-insurance Brokers
Pvt. Ltd. (Step-down Subsidiary).
Out of the aforesaid, Almondz Retail Equity Ltd. and Almondz Debt
Advisors Ltd., have not started operating during the year under report
as the said companies are still in the process of finalizing plans.
In terms of general approval granted by the Central Government under
Section 212(8) of the Companies Act, 1956, copies of Balance Sheet,
Profit and Loss Account, Report of the Board of Directors and the
Report of the Auditors of the subsidiary companies have not been
attached with the Balance Sheet of the Company. The Company will make
available these documents and related detailed information upon request
by any shareholder of the Company / subsidiary interested in obtaining
the same.
However, pursuant to Accounting Standard AS-21 issued by the Institute
of Chartered Accountants of India, Consolidated Financial Statements
presented by the Company include the financial statements of its
Subsidiaries. The Financial Statements of the subsidiary companies are
also available for inspection by the shareholders at the Registered
Office of the Company and that of its respective subsidiaries.
The following information in aggregate for each subsidiary has been
disclosed in the consolidated balance sheet (a) capital (b) reserves
(c) total assets (d) total liabilities (e) details of investment
(except in case of investment in subsidiaries) (f) turnover (g) profit
before taxation (h) provision for taxation (i) profit after taxation
(j) proposed dividend for exemption from attaching the said documents
with the Balance Sheet of the Holding company.
1. The holding as well as subsidiary companies in question shall
regularly file such data to the various regulatory and Government
authorities as may be required by them;
2. The company shall give Indian rupee equivalent of the figures given
in foreign currency appearing in the accounts of the subsidiaries
companies along with exchange rate as on closing day of the financial
year.
12. Particulars required as per Section 212 of the Companies Act, 1956
The Statement pursuant to Section 212 of the Companies Act, 1956,
containing the details of the Subsidiary Companies as on 31 March 2012
is enclosed.
13. Fixed Deposits
During the year under Report, your Company had not accepted any public
deposits and, as such, no amount on account of principal or interest on
public deposits was outstanding on the date of the Balance Sheet.
14. Directors
During the year under Report, Mr. David John Wilson (as nominated by Al
Anwar Holdings SAOG, Sultanate of Oman) had resigned from the
directorships of the Company w.e.f. 8 August 2011, and in his place,
Mr. Abdul Redha Mustafa Abdul Redha Sultan had been inducted (as
nominated by Al Anwar Holdings SAOG) as Additional Director of the
Company w.e.f. 11 November 2011. As per the provisions of Section 260
of the Companies Act, 1956, Mr. Abdul Redha Mustafa Abdul Redha Sultan
shall hold office only up to the date of the ensuing 18th Annual
General Meeting of the Company. The Company has received notice under
Section 257 of the Act along with the requisite deposit, in respect of
the abovestated person, proposing his appointment as an Ordinary
Director of the Company retirable by rotation.
Mr. Shiv Karan Singh non executive and independent director has
resigned from the Board of Directors of the Company on 24 April 2012.
Mr. Sita Ram Bansal and Mr. Krishan Lall Khetarpaul, Directors, retire
by rotation at the ensuing 18th Annual General Meeting.
15. Employees Stock Option Plan
To share the value created by the employees and to promote the culture
of employee ownership in your Company, your Company introduced the
"Almondz Global Securities Employees Stock Option Scheme 2007"
('the Scheme" or "ESOS 2007") for granting, offering and
issuing upto 4500000 options or 15% of paid-up share capital of the
Company, whichever is lower, in one or more tranches which was also
approved by the shareholders on March
4, 2008 through Postal Ballot. Thereafter, the Scheme was amended vide
approval of the shareholders of the Company by passing a Special
Resolution on 13 April 2010 by way of postal ballot, thereby increasing
the number of options which can be granted under the Scheme from
4500000 or 15% of paid-up share capital of the Company, whichever is
lower, to 1,50,00,000 or 50% of paid-up share capital of the Company,
whichever is lower.
During the year under Report, 550000 options have been granted by the
Company and 302500 options lapsed.
Further, during the year under Report, pursuant to the Scheme and the
terms of the grants made, an aggregate of 333496 options got vested in
the optionholders as per the applicable vesting schedule of the
respective grant.
Details of the options issued under ESOS 2007, as also the disclosures
in compliance with Clause 12 of the Securities and Exchange Board of
India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines,1999 are set out in the Annexure to this Report.
None of the management employees has received options exceeding 5% of
the number of the options issued during the year ended 31 March 2012.
Likewise, no employee has been issued stock options, during the period
under Report, equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the Company at the time of
grant.
16. Issuance of Equity Shares
During the year under Report, under the "Almondz Global Securities
Employees Stock Option Scheme 2007", out of ESOS Series 'D', an
aggregate of 400000 options; were exercised by the respective
grantee-employees, which were allotted by your Company on August 8,
2011.
17. Listing of Equity Shares
During the year under Report, the equity shares of your Company are
listed at National Stock Exchange of India Ltd., Mumbai, and Bombay
Stock Exchange Limited, Mumbai.
18. Ratings for Term Funding
During the year under report, no rating was accorded to your Company's
term borrowings.
19. Auditors & Auditors' Report
M/s. B S R & Co., Chartered Accountants, Gurgaon (Haryana) were
appointed as Statutory Auditors of the Company at the last Annual
General Meeting held on September 29, 2011. The Statutory Auditors of
the Company had resigned and had submitted a letter dated 26 June 2012
to your Company, intimating us of this fact, therefore creating casual
vacancy in the office of Auditors. The casual vacancy caused by
resignation of the Statutory Auditors was filled by appointing M/s AVK
& Associates Chartered Accountants, New Delhi (Membership No. 002638N)
as Auditors of the Company for the period from 4th August 2012 till the
conclusion of forth coming Annual General Meeting.
Now, the Statutory Auditors, M/s AVK & Associates, Chartered
Accountants (Firm Registration No. 002638N), of your Company are due
for retirement at the ensuing Annual General Meeting and have confirmed
their eligibility and willingness to accept office, if re-appointed.
Certificates have been received from them to the effect that their re-
appointment as Auditors of the Company, if made, would be within the
limits prescribed under Section 224(1 B) of the Companies Act, 1956.
They have also confirmed that they hold a valid peer review certificate
as prescribed under Clause 41(1)(h) of Listing Agreement. Your
Directors recommend their re-appointment for the ensuing year, i.e. FY
2012-13.
The members are requested to re-appoint M/s AVK & Associates, Chartered
Accountants, as the Statutory Auditors of the Company, for the period
from the conclusion of the ensuing Annual General Meeting till the
conclusion of the next Annual General Meeting and to fix their
remuneration.
The Auditors' Report read with the relevant notes thereon are
self-explanatory and hence, do not call for any comments under Section
217 of the Companies Act, 1956.
20. Particulars of Employees
The Ministry of Corporate Affairs, by notification dated 31 March 2011,
issued the Companies (Particulars of Employees) Amendment Rules, 2011,
which amended the limits of remuneration of the employees mentioned
under Companies (Particulars of Employees) Rule, 1975. Accordingly, as
per the Companies (Particulars of Employees) Amendment Rules, 2011 read
with the provisions of Section 217(2A) of the Companies Act, 1956,
details of the names and other particulars of employees drawing
remuneration aggregating to more than Rs. 60,00,000 (Rupees Sixty Lacs)
per annum, and Rs. 5,00,000 (Rupees Five Lacs) per month, are required
to be attached to this report. Accordingly, the requisite information
is given in an Annexure forming part of this Report.
21. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The particulars as prescribed under Section 217(1)(e) of the Act, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 in relation to Conservation of Energy and
Technology Absorption are not applicable to your Company during
2011-12.
22. Foreign Exchange Earnings & Outgo
During the year under review, foreign exchange earnings and outgo were
as under:
Earnings : Rs. 4896851/-
Outgo : Rs. 41095/-
23. Acknowledgements
Your Directors would like to place on record their gratitude for all
the guidance and co-operation received from the Securities and Exchange
Board of India, the Bombay Stock
Exchange Limited, National Stock Exchange of India Limited, National
Securities Depository Limited, Central Depository Services (India)
Limited and other government and regulatory agencies.
Your Directors are grateful to the Company's clients, investors,
bankers and other business associates for their continued support.
Your Directors would also like to take this opportunity to express
their appreciation to the dedicated and committed team of employees for
their contribution to the Company and rendering high quality services
to the clients. We would also like to thank all our shareholders for
their support in our endeavours.
For and on behalf of the Board of Directors
ATUL KUMAR SHUKLA
New Delhi Chairman
August 13, 2012
Mar 31, 2010
The Board of Directors submits the Annual Report of your Company
together with the audited statement of accounts for the year ended
March 31, 2010.
1. Financial Results
Financial Results of the Company for the year under review are
summarized as under :
(Rs. in Lacs)
Year Ended Year Ended
31.03.2010 31.03.2009
Gross Income 7932.45 6986.53
Profit before Interest, Depreciation
& Tax 2045.43 1462.82
Less : Interest 162.62 252.25
Less : Depreciation 189.78 196.71
Less : Provision for Tax 615.46 413.46
Net Profit after Tax 1077.57 600.40
Profit / (Loss) brought forward 2349.79 1838.27
Profits available for Appropriation 3427.36 2438.67
Appropriations :
Transfer to General Reserve - -
Transfer as Proposed Dividend 106.35 75.97
Corporate Dividend Tax 18.07 12.91
Profit/(Loss) carried to Balance Sheet 3302.94 2349.80
2. Dividend
Based on your CompanyÃs performance, your Directors recommend for your
consideration a dividend of Rs. 0.42 per Equity
Share of Rs. 6/- each for the financial year ended 31 March, 2010. The
final outgo on dividend is as under :
(in Rs.)
Current Year Previous Year
2009-10 2008-09
On 25321767 fully paid-up equity
shares of Rs. 6/- each, @ Rs. 0.42 per
share 10635142.14 -
(Previous Year à Final Dividend)
On 25321767 fully paid-up equity shares
of Rs. 6/- each, @ Rs. 0.30 per
share - 7596530.10
Corporate Dividend Tax 1807442.00 1291030.00
As abovementioned, the total outflow on dividend payout will be Rs.
12442584.14 which would translate to 11.55% of the profits of the
Company.
3. Transfer to Reserves
Since your Company has declared dividend @ 7%, accordingly, in terms of
the provisions of Companies (Transfer of Profits to Reserves) Rules,
1975, no transfer is required to be made to the General Reserve out of
the amount available for appropriations and accordingly the surplus
carried to the Balance Sheet amounted to Rs. 3302.94 Lacs.
4. Operating Results and Business
For the year ended March 31, 2010, the Company earned a total income of
Rs. 7932.45 Lacs, as against previous yearÃs Rs. 6986.53 Lacs. As per
the Consolidated Accounts, the total income was Rs. 8297.07 Lacs, as
against the previous yearÃs Rs. 7092.05 Lacs. The net
profit of the Company for the year was Rs. 1077.57 Lacs (13.58% of
total income) as compared to Rs. 600.40 Lacs (8.59% of total income) in
the previous year. As per the Consolidated Accounts, the net profit for
the year was Rs. 1097.93 Lacs (13.23% of total income) as compared to
Rs. 548.25 Lacs (7.73% of total income) in 2008-09.
5. Human Resource Development
At your Company, employees continue to be the key driving force of the
organization and remain a strong source of our competitive advantage.
We believe in aligning business priorities with the aspirations of
employees leading to the development of an empowered and responsive
human capital. We strive to create a work environment which encourages
innovation and creativity.
As on 31 March 2010, your Company has a diverse employee base with 480
employees all over India. This heterogeneous base is central to
sustaining the CompanyÃs competitive edge.
The HR function in Almondz Global has been re-aligned and closely
integrated with business units in order to support operational agility,
to be scalable for the CompanyÃs future growth, as well as to achieve
higher employee satisfaction. Going forward, the new structure will
support greater focus for strategic initiatives and also provide more
leadership growth in the Company.
6. Consolidated Financial Results
As required under Clause 32 of the Listing Agreements with the Stock
Exchanges, a Consolidated Financial Statement of the Company and all
its subsidiaries is attached. The Consolidated Financial Statements
have been prepared in accordance with Accounting Standard 21 issued by
the Institute of Chartered Accountants of India.
7. Cash Flow Statement
In conformity with the provisions of Clause 32 of the Listing
Agreements with the Stock Exchanges, the Cash Flow Statement for the
year ended 31 March 2010 is annexed hereto.
8. Corporate Governance
Corporate Governance is about commitment to values and about ethical
business conduct. It stems from the culture and mindset of a
management. Measures of Corporate Governance emanate not only from
Regulation, but also because managements now clearly understand that
good and transparent governance is the cornerstone on which lasting
values can be created. Your company strives for excellence with the
objective of enhancing shareholdersà value and protecting the interest
of stakeholders. At Almondz Global Securities, we ensure the practice
of the Principles of Good Corporate Governance on which management
decisions are based on a set of principles influenced by the values.
All functions of the Company are discharged in a professionally sound,
competent and transparent manner.
A detailed report on the CompanyÃs commitment at adopting good
Corporate Governance Practices is enclosed. The Auditorsà certificate
on compliance with the mandatory provisions of the Corporate Governance
Clause (Clause 49 of the Listing Agreement) is annexed therewith.
9. Corporate Governance Report and Management Discussion and Analysis
Statement A report on Corporate Governance is attached to this Report
as also a Management Discussion and Analysis statement.
10. Policy on Insider Trading
Your Company formulated and implemented a Code of Conduct for
Prevention of Insider Trading (Code) in accordance with the guidelines
specified under the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 1992 as amended till date. The Board
of Directors appointed Mr. Rajiv L. Jha, Vice President & Company
Secretary, as the Compliance Officer under the said Code responsible
for complying with the procedures,
monitoring adherence to the Code for the preservation of price
sensitive information, pre-clearance of trade, monitoring of trades and
implementation of the Code of Conduct under the overall supervision of
the Board of Directors. The said Code, inter alia, prohibits purchase
and /or sale of shares of the Company and its client companies by an
insider while in possession of unpublished price sensitive information
in relation to the same. The Code of Conduct is available on your
CompanyÃs website.
11. Directorsà Responsibility Statement
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956 (ÃActÃ), and based on the representations received from the
operating management, the Directors hereby confirm that :
i. in the preparation of the Annual Accounts for the year 2009-10, the
applicable Accounting Standards have been followed and there are no
material departures;
ii. they have selected such accounting policies in consultation with
the statutory auditors and applied them consistently and made
judgements 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 2009-10 and of the profit of the Company for the
said financial year;
iii. they have taken proper and sufficient care to the best of their
knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956.
They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities; and
iv. they have prepared the Annual Accounts on a going concern basis.
12. Holding Company
During the year under Report, your Company acquired 51% stake in one of
its Group companies namely Almondz Insurance Brokers Pvt. Ltd., thereby
making the aforesaid company and its subsidiary namely Almondz
Reinsurance Brokers Pvt. Ltd., the subsidiaries (direct and step-down)
of your Company.
Prior to acquisition of 51% stake by your Company in Almondz Insurance
Brokers Pvt. Ltd. (AIBPL), AIBPL was holding 33334 equity shares in
your Company as allotted to AIBPL pursuant to the Scheme of
Amalgamation between the erstwhile Almondz Capital Markets Pvt. Ltd.
with your Company vide HonÃble High Court of Delhi Order dated 5
February 2008. The paid-up capital of your Company as on 31 march 2010
comprised of 25321767 equity shares of Rs. 6/- each. Pursuant to the
provisions of Section 42(3) of the Companies Act, 1956, the aforesaid
33334 equity shares held by AIBPL in your Company have no right to vote
at the meetings of your Company thereby leading to the reduction in the
number of voting equity shares comprising the paid-up capital of your
Company as at 31 March 2010 in the Consolidated Accounts. Based on the
aforesaid, the shareholding of one of the promoters of your Company
namely Almondz Capital & Management Services Limited (12653314 equity
shares) in your Company as on 31 March 2010 constituted 50.03%, thereby
making Almondz Capital & Management Services Limited as the Holding
company of your Company pursuant to the provisions of Section 4 of the
Companies Act, 1956.
13. Subsidiary Companies
During the year under reporting, the Company had five subsidiaries
namely Almondz Finanz Ltd., Almondz Commodities Pvt. Ltd., Almondz
Retail Equity Ltd., Almondz Insurance Brokers Pvt. Ltd., and Almondz
Re-insurance Brokers Pvt. Ltd. (Step-down Subsidiary).
Out of the aforesaid, Almondz Retail Equity Ltd. has not started
operating during the year under report as the said company is still in
the process of finalizing plans.
In terms of the approval granted by the Ministry of Corporate Affairs
(MCA), Government of India, vide its letter No. 47/500/2010-CL-III
dated June 17, 2010, the provisions of section 212(1) shall not apply
in respect of all the five (5) Subsidiaries of your Company, as on
March 31, 2010 namely Almondz Commodities Pvt. Ltd., Almondz Finanz
Ltd., Almondz Retail Equity Ltd, Almondz Insurance Brokers Pvt. Ltd.,
and Almondz Re-insurance Brokers Pvt. Ltd. The said exemption has been
granted on the condition, inter alia, of presenting the Audited
Consolidated Accounts / Financial Statements of your Company and its
Subsidiary Companies prepared in strict compliance with the Accounting
Standard (AS-21) and Listing Agreement as prescribed by Securities and
Exchange Board of India (SEBI) along with the standalone Audited
Accounts/Financial Statements of the Company. In terms of the said
exemption, the Audited Balance Sheets as at the March 31, 2010 and
Profit and Loss Accounts for the year ended as on that date together
with the Reports of Directorsà and Auditorsà thereon of the said
Subsidiaries have not been attached with the Balance Sheet of your
Company for the financial year ended March 31, 2010. The Company will
make available the annual accounts of the aforesaid subsidiary
companies and the related detailed information to its investors as well
as to the investors of its subsidiary companies at any point of time.
The annual accounts of the aforesaid subsidiary companies will also be
kept for inspection by any investor during business hours at our
Registered Office and respective registered offices of the subsidiaries
besides your Company shall furnish a hard copy of accounts of
subsidiaries to any shareholder on demand.
Following information in aggregate for each subsidiary are also
disclosed in one page after the consolidated accounts : (a) capital (b)
reserves (c) total assets (d) total liabilities (e) details of
investment (except in case of investment in the subsidiaries) (f)
turnover (g) profit before taxation (h) provision for taxation (i)
profit after taxation (j) proposed dividend. Further, the details of
the accounts of individual subsidiary companies are also put on your
CompanyÃs website www.almondzglobal.com
14. Particulars required as per Section 212 of the Companies Act, 1956
The Statement pursuant to Section 212 of the Companies Act, 1956,
containing the details of the Subsidiary Companies as on 31 March 2010
is enclosed.
15. Fixed Deposits
During the year under Report, your Company had not accepted any public
deposits and, as such, no amount on account of principal or interest on
public deposits was outstanding on the date of the Balance Sheet.
16. Directors
During the year under Report, Mr. Amarjyot Singh Anand ceased to be a
Director of the Company on account of vacation of his office under the
provisions of Section 283(1)(g) of the Companies Act, 1956 w.e.f. 29
July 2009. Further, Mr. Surendar Kumar Sood had been appointed as an
Additional Director on 29 July 2009 who was later on appointed as a
Director retireable by rotation at the 15th Annual General Meeting held
on 24.09.2009.
Mr. Sita Ram Bansal and Mr. Krishna Kumar Gupta, Directors, retire by
rotation at the ensuing 16th Annual General Meeting.
On 28 May 2010, Mr. Shiv Karan Singh has been inducted on the Board of
Directors of the Company as an Additional Director of the Company. As
per the provisions of Section 260 of the Companies Act, 1956, he shall
hold office only up to the date of the ensuing 16th Annual General
Meeting of the Company. The Company has received notice under Section
257 of the Act along with the requisite deposit, in respect of the
above person, proposing his appointment as Ordinary Director of the
Company retirable by rotation.
17. Employees Stock Option Plan
To share the value created by the employees and to promote the culture
of employee ownership in your Company, your Company introduced the
ÃAlmondz Global Securities Employees Stock Option Scheme 2007Ã (Ãthe
Schemeà or ÃESOS 2007Ã) for granting, offering and issuing upto 4500000
options or 15% of paid-up share capital of the Company, whichever is
lower, in one or more tranches which was also approved by the
shareholders on March 4, 2008 through Postal Ballot.
However, with the passage of time, it was felt to make some changes /
amendments in the existing Scheme to suit the present & future business
requirements which could be applicable to all the future grants made
under the Scheme in line with several peer companies who adopted
multiple vehicles to drive different objectives such as performance and
retention while at the same time limit dilution.
Accordingly, the extant Scheme was amended vide approval of the
shareholders of the Company by passing a Special Resolution on 13 April
2010 by way of postal ballot, thereby increasing the number of options
which can be granted under the Scheme from 4500000 or 15% of paid-up
share capital of the Company, whichever is lower, to 1,50,00,000 or
50% of paid-up share capital of the Company, whichever is lower.
During the year under Report, on June 9, 2009, and January 29, 2010,
the Compensation Committee of the Board of Directors granted 185000
options and 700000 options, respectively, to the eligible employees,
each option conferring on the concerned employee a right for one equity
share of Rs. 6/- each.
Besides, on May 28, 2010, the Compensation Committee of the Board of
Directors further granted 105000 options to the eligible employees,
each option conferring on the concerned employee a right for one equity
share of Rs. 6/- each.
During the year under Report, 250000 options lapsed on account of
cessation of employment of the optionholders.
Further, during the year under Report, pursuant to the Scheme and the
terms of the grants made, an aggregate of 1750000 options got
automatically vested in the optionholders on expiry of one year from
the respective grants.
Details of the options issued under ESOS 2007, as also the disclosures
in compliance with Clause 12 of the Securities and Exchange Board of
India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 are set out in the Annexure to this Report.
None of the management employees has received options exceeding 5% of
the number of the options issued during the year ended 31 March 2010.
Likewise, no employee has been issued stock options, during the period
under Report, equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the Company at the time of
grant.
18. Listing of Equity Shares
During the year under Report, the equity shares of your Company are
listed at National Stock Exchange of India Ltd., Mumbai, and The Bombay
Stock Exchange Limited, Mumbai.
Further, during the year under Report, the equity shares of the Company
had been voluntarily delisted from Delhi Stock Exchange Ltd. w.e.f.
07.09.2009 vide their letter bearing Ref. DSE / LIST / 8510 / R / 3737
dated September 9, 2009.
19. Ratings for Term Funding
During the year under report, no rating was accorded to your Companys
term borrowings.
20. Membership of Currency Derivatives and Interest Rate Futures
Segments at National Stock Exchange of India Ltd.
In order to provide a liquid, transparent and vibrant market for
foreign exchange rate risk management, SEBI and RBI allowed trading in
currency futures for the first time in India based on the USD-INR
exchange rate. In the context of liberalisation of the capital
accounts, as also continued development of the financial markets, it
was felt that wider hedging opportunities could enhance the
flexibility for the resident Indians to manage their currency risk
dynamically. It is also an established fact that the exchange traded
currency futures contracts facilitate efficient price discovery,
enable bet ter counterparty credit risk management, wider
participation, trading of standardized product, reduce transaction
costs, etc. Accordingly, as a part of further developing the
derivatives market in India and adding to the existing menu of
foreign exchange hedging tools available to the residents, National
Stock Exchange of India Ltd. (NSE) took initiative to offer trading
platform in ÃExchange Traded Currency Futuresà to its existing and
new members by way of its membership. Further, as the Company was
already a member of NSE under equity segment and in order to
diversify its bouquet of services to its valued clients, your
Company, during the year under Report, obtained the
membership of the Currency Derivative Segment of NSE.
Besides, during the year under Report, NSE launched Interest Rate
Derivatives (IRD), a sub-segment of the Currency Derivatives Segment,
focusing on the Debt market which comprises of primary as well as
secondary market for Debt instruments - both sovereign and corporate.
The need for interest rate derivatives comes from the fact that
interest rate risk affects not only the financial sector, but also the
corporate and household sectors. The banks, insurance companies,
primary dealers and provident funds bear a major portion of the
interest rate risk on account of their exposure to government
securities. As such, these entities need a credible institutional
hedging mechanism. Today, with a large stock of household financial
savings on the assets side and an increasing quantum of housing loans
on the liabilities side, interest rate risk is becoming increasingly
important for the household sector as well.
Accordingly, during the year under Report, being a member of NSE under
Equity Derivative Segment and in order to diversify its bouquet of
services to its valued clients, your Company obtained the membership of
the Interest Rate Derivatives Segment of NSE.
21. Auditors & Auditorsà Report
The auditors, M/s. B S R & Co., Chartered Accountants (Firm
Registration No. 101248W), retire at the ensuing Annual General Meeting
and have confirmed their eligibility and willingness to accept office,
if re-appointed.
The members are requested to re-appoint M/s B S R & Co., Chartered
Accountants, as the Statutory Auditors of the Company, for the period
from the conclusion of the ensuing Annual General Meeting till the
conclusion of the next Annual General Meeting and to fix their
remuneration.
The observations made in the Auditorsà Report read with the relevant
notes thereon are self-explanatory and hence, do not call for any
comments under Section 217 of the Companies Act, 1956, except the
following :
1. In Point No. (vii) read with Point No. (viii) of the AuditorsÃ
Report, the Auditors have drawn the attention to the payment of excess
remuneration to the managerial personnel during financial year 2007-08
for the reasons mentioned therein. To that, your Company applied to the
Central Government (Ministry of Corporate Affairs) pursuant to the
applicable
provisions of the Companies Act, 1956 for waiver from recovery of the
excess remuneration paid to the managerial personnel of the Company
during financial year 2007-08. Meanwhile, your Company received the
aforesaid approval from Ministry of Corporate Affairs vide its letter
bearing Ref. File No. A46129623 dated 7th June 2010 granting waiver
from recovery of excess remuneration paid to the managerial personnel
as aforesaid.
2. In Point 14 of the Annexure to Auditorsà Report, the Auditors have
drawn the attention that ÃÃ
Ã
Ã
Ã
Ã
Ã
Ã
except for investment in equity
shares of other companies amounting to Rs. 350000/- which are not held
in the name of the Company and investments in equity shares amounting
to Rs. 50000/- which are not physically available / misplaced. The
carrying value of these shares has been fully provided for in the books
of account.Ã
The comments of your directors on the aforesaid are as under :
The Equity Shares of Rs. 300000/- at cost (carrying value Rs. 3000/-)
pertains to M/s Dijit Prognosys Pvt. Ltd. which were not held in your
CompanyÃs name. The said Dijit Prognosys is untraceable (even at its
Registered Office Address as appearing on the MCA website), and hence
these shares could not be transferred in the name of your Company. The
equity shares of Rs. 50000/- at cost (carrying value Rs. 20000/-)
pertains to 2500 Equity Shares of M/s Ecoplast India Ltd. and 3000
Equity Shares of M/s Vantech Industries Ltd., the physical certificates
of which have been misplaced. Regarding equity shares of M/s Ecoplast
India Ltd., your Company is in communication with their Registrar and
hope to get the shares transferred. Regarding equity shares of M/s
Vantech Industries Ltd., the said company went into liquidation.
22. Particulars of Employees
Information as required under Section 217(2A) of the Act, read with the
Companies (Particulars of Employees) Rules, 1975, is given in an
Annexure forming part of this Report.
23. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The particulars as prescribed under Section 217(1)(e) of the Act, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 in relation to Conservation of Energy and
Technology Absorption are not applicable to your Company during
2009-10.
Foreign Exchange Earnings & Outgo
During the year under review, foreign exchange earnings and outgo were
as under :
Earnings : Nil
Outgo : Rs. 219103/-
24. Acknowledgements
We thank our valued clients, investors and bankers for their continued
support during the year under Report.
Your Directors take this opportunity to express their sincere
appreciation for the excellent support and co-operation extended by the
shareholders, customers, and other business associates. Your Directors
gratefully acknowledge the cooperation and support provided by Central
and State Governments and all Regulatory bodies.
Your Directors also place on record their deep appreciation for the
exemplary contribution made by the employees at all levels. Their
dedicated efforts and enthusiasm have been pivotal to your CompanyÃs
growth.
For and on behalf of the Board of Directors
New Delhi ATUL KUMAR SHUKLA
August 13, 2010 Chairman