DIRECTOR
TO THE SHARE HOLDERS
We have pleasure in presenting the Annual Report of the Company and the audited
statement of accounts for the year ended 31st March, 2014. A summary of the financial
results is given below. The performance of the Company during the year improved robustly
compared to that of the last year.
This report has been prepared on the basis of the legal requirements under the
Companies Act, 1956. As per General Circular No.08/2014 issued by the Ministry of
Corporate Affairs (MCA) dated 04/04/2014, the provisions of the Companies Act, 2013 will
become applicable for all disclosures required under the Act for the year 2014-15 and
subsequent years.
FINANCIAL HIGHLIGHTS :
The financial performance of the Company, for the year ended March 31, 2014 is
summarized as below:
| PARTICULARS |
2013 - 2014 |
2012 - 2013 |
| Income |
17,40,00,00 |
1,62,00,000 |
| Expenditure |
3,80,0,000 |
13,00,000 |
| Profit/ (Loss) before interest & Depreciation |
13,60,00,00 |
1,49,00,000 |
| Less: Interest |
Nil |
2,00,000 |
| Less: Depreciation |
Nil |
Nil |
| Net Profit/ (Loss) for the year before taxation |
13,60,00,00 |
1,47,00,000 |
| Less: Provision for Taxation |
42,00,000 |
41,00,000 |
| Net Profit / (Loss) after Deferred Tax |
94,00,000 |
1,06,00,000 |
OPERATIONAL REVIEW :
During the year under review, the company made a net profit of Rs. 94,00,000/- during
the year under review as compared to Rs. 1,06,00,000/-during the previous year. Our gross
profit is more than previous year but increase in operational expenses has impacted the
net profits during the year under review.
Also during the year under review, the Company issued shares 13,50,000 of Rs. 10 each
at a premium of Rs. 40/- per share to the promoters of the Company so as to bring
liquidity in the Company by way of fresh fund infusion in the Company and the funds have
been utilized for the purpose for which they were raised. This has helped building
investors confidence in the Company and will help company to achieve better performance in
the coming years.
FUTURE OUTLOOK
The Company has drawn detailed plans to improve the performance by increasing the
revenue stream by initiating the following steps:
• Expand the suite of products and enhance the customer base of retail clients
• Aggressively pitch for and secure an increased market share in the investment
banking business Increase interaction with the institutional investors and tapping of the
business through value addition/research products.
DIVIDEND :
After considering the financial results for the financial year, your Directors are of
the opinion that it is prudent that no dividend be declared for the year under review so
that the profits earned in the financial year can be ploughed back and utilized towards
various growth and other expansion plans.
AUDITORS :
The Statutory Auditors of the Company M/s SRY & Associates, Chartered Accountants
retire at the ensuing Annual General Meeting and are not seeking re-appointment. M/s
Bhadresh Sanghvi and Associates , Chartered Accountants are to be appointed in place of
M/s SRY & Associates, Chartered Accountants.
Your Directors propose appointment of M/sBhadresh Sanghvi and Associates, Chartered
Accountants, whose appointment as been duly approved by the Audit Committee and who shall
hold office from the conclusion of this meeting till the conclusion of the sixth annual
general meeting, with this meeting being counted as the first meeting and will be subject
to ratification in every Annual General Meeting till the sixth Annual General meeting by
way of passing of an ordinary resolution and to fix their remuneration.
Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has
been received from the Auditors to the effect that the Auditor is eligible for appointment
and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949
and the rules or regulations made there under and proposed appointment is within the
limits laid down by or under the authority of the Act.
RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIES ACT 2013 :
The Board of Directors in its meeting held on 14th August 2014 reconstituted the Board
of Directors of the Company in pursuant to various provisions of the Companies Act 2013 as
follows:
| Sr. No. |
Name of Directors |
Designation |
KMP position held |
| 1. |
Bhavesh Makwana |
Managing Director |
Managing Director |
| 2. |
Meeta Rathod |
Whole Time Director |
Chief Executive Officer |
| 3. |
Navin Rathod |
Chairman & Whole Time Director |
Chief Financial Officer |
| 4. |
Sagar Ruparelia |
Non Executive Independent-Director |
- |
| 5. |
Tejas Nagindas Mehta |
Non Executive Independent-Director |
- |
| 6. |
Vandana Bhanushali |
Non Executive Independent-Director |
- |
AUDITORS’ REPORT :
The Auditors’ Report to the shareholders on the Accounts of the Company for the
Financial year ended March 31, 2014 does not contain any qualification and the statements
made therein are self- explanatory.
PUBLIC DEPOSITS AND LOANS/ADVANCES :
Your Company has not accepted any deposits as specified under section 58A of the
Companies Act, 1956 from the public, or its employees and, as such, the question of
repayment of any amount of principle or interest does not arise.
SUBSIDIARY :
Aarya Equity (India) Private Limited, the subsidiary Company is in the business of
Share Brokers as the member of Bombay Stock Exchange (BSE) and National Stock Exchange
(NSE). Being a new business, it has taken some time to establish the requisite manpower,
experience and expertise. Now the company is fully geared up to take a major plunge into
the business of Share Broking and the coming year looks more promising.
In compliance with the requirement of section 212 of the Companies Act, 1956,
Directors’ Report along with the Statement of Accounts of Aarya Equity (India)
Private Limited, the subsidiary of your Company, for the year ended 31st March 2014 are
appended to the Annual Report.
LISTING ARRANGEMENTS :
| Stock Exchange |
Address |
| THE LUDHIANA STOCK EXCHANGE LIMITED |
LSE Building, Feroze Gandhi Market, Ludhiana - 141 001 |
| THE BOMBAY STOCK EXCHANGE |
25th Floor, Phiroze Jee Jee Bhoy Towers, Dalal Street, Mumbai - 400 001 |
| THE DELHI STOCK EXCHANGE LIMITED |
DSE House, 3/1 Asaf Ali Road, New Delhi-110002 |
MANAGEMENT DISCUSSION AND ANALYSIS REPORT :
In accordance with the provisions of Clause 49 of the Listing agreement entered into
with the Stock Exchange, the Management Discussion and Analysis Report is given separately
and forms a part of the Annual Report.
CORPORATE GOVERNANCE :
The Company is committed to maintain the highest standards of Corporate Governance.
Your Directors affirmed to the requirements set out in the Listing Agreement with the
Stock Exchanges and have implemented all the stipulations prescribed.
The Report on Corporate Governance as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges forms part of the Annual Report.
The requisite certificate from the Auditors of the Company, M/s. SRY & Associates,
confirming compliance with the conditions of Corporate Governance as stipulated under the
aforesaid Clause 49, is annexed to this Report.
COMPANY SECRETARYAS THE KEY MANAGERIAL PERSONNEL :
Pursuant to provisions of section 203, the Company is putting its efforts to appoint
whole time Company Secretary who will act as the Key Managerial Personnel under the
provisions of Companies Act 2013
DEPOSITORY SYSTEM :
Majority of the shares of Your Company is compulsorily tradable in electronic form. As
on 31st march, 2014, 86.86% of the Total Equity Shares Capital was held in dematerialized
form with the National Securities Depository Limited (NDSL) and Central Depository
Services (India) Limited (CDSL).
In view of the numerous advantages offered by the Depository system, members holding
shares in physical mode are advised to avail of the facility of dematerialization from
either of the Depositories.
CAPITAL & FINANCE :
During the year under the review, the Company has consolidated the Face Value of Shares
from Re.1/-to Rs. 10/-and also has made an issue of Equity Shares in form of Preferential
Allotment to M/s. Aroha Chem Trading LLP and thus there has been change in the issued
capital of the Company which as on 31st March, 2014 stands at Rs. 12,39,83,900/-
consisting of 1,23,98,390 Equity Shares of Rs. 10/- each. Further, funds raised through
preferential issue have been utilized in accordance with the terms of the issue and for
the purpose for which the funds were raised)
DIRECTORS’ RESPONSIBILITY STATEMENT :
Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with
respect to Directors’ Responsibility Statement, it is hereby confirmed that:
(i) In the preparation of the annual accounts for the year ended March 31, 2014 the
applicable accounting standards read with requirements set out under Schedule VI of the
Companies Act, 1956, have been followed and there are no material departures from the
same;
(ii) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of
the Company for the year ended on that date;
(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, 1956
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; and
(iv) The Directors have prepared the annual accounts of the Company on a ‘going
concern’ basis.
PARTICULARS OF EMPLOYEE :
During the year under review, no employee of the Company was in receipt of remuneration
exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read
with the Companies (particulars of employees) Rules, 1975.
Thus furnishing of particulars under the Companies (particulars of employees) Rules
1975 does not arise.
DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIAL YEAR ENDED 31ST MARCH,
2014 :
There has not been any material change in the nature of business or operation of the
Company since the end of the financial year ended 31st March, 2014 till the date of this
Annual Report.
INFORMATION UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956 I. Conservation of
Energy
Your Company being engaged in non manufacturing business does not have any activity
relating to conservation of energy.
II. Research & Development (R&D)
Specific R&D Activities: There is no Research and Development activity in the
Company.
Benefits derived as a result of above R&D: N.A.
Future Plan of Action: NIL
Expenditure on ‘R & D’: NIL
III. Technology Absorption, Adaptation and Innovation
Efforts in brief made towards Technology absorption etc.: NA
Benefits derived as a result of above: N.A
Technology imported, years of Import, Has technology been fully absorbed? If not fully
absorbed, areas where this has not taken place, reasons there for and future plans of
action: N.A
IV. Foreign exchange earnings and outgo
During the period under review, there was no foreign exchange outflow from your Company
and it had no foreign exchange earnings.
ACKNOWLEDGEMENT :
The Board Expresses it’s great gratitude and thanks to the clients, business
associates, principals, bankers, regulators, exchanges, depositories and shareholders for
their valuable contribution towards the progress of the company. Your Directors
particularly wish to place on record their sincere appreciation of the best efforts, put
in by the employees at all levels.
|
By Order of the Board of Director |
| Place : Mumbai |
sd/- |
| Dated : 14 th August, 2014 |
Bhavesh Makwana |
|
DIN : 00459316 |
|
Managing Director |
+91-9892691696
