To
The Members,
Your Directors have great pleasure in presenting the 36th Annual
Report and the Companys audited financial statements for the financial year ended 31st
March, 2023.
FINANCIAL RESULTS:
(‘ in Lakhs)
Particulars |
Standalone |
Consolidated |
|
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
| Total Revenue |
782.94 |
4086.58 |
860.56 |
4169.21 |
Profit /(Loss) before Interest
& Depreciation |
145.40 |
330.27 |
192.16 |
366.34 |
| Less: Interest & Bank charges |
41.75 |
34.35 |
76.19 |
59.07 |
| Less: Depreciation & Amortization |
37.64 |
37.35 |
37.64 |
37.35 |
| Expenses |
|
|
|
|
| Profit/(loss) before Tax |
66.01 |
258.57 |
78.32 |
269.91 |
| Less: Provision for Taxation |
16.99 |
49.47 |
19.94 |
50.13 |
| Less: Deferred Tax |
0.99 |
1.44 |
0.99 |
1.44 |
| Expenses/(Savings) |
|
|
|
|
| Less: Short / (Excess) Tax Provision |
0.03 |
0.00 |
0.03 |
0.00 |
| of Tax in Earlier Years |
|
|
|
|
| Profit /(Loss) after Tax Carried to |
48.01 |
207.67 |
57.36 |
218.35 |
| Balance Sheet |
|
|
|
|
OPERATIONS:
Standalone
The operations of the Company for the year under review have resulted
in the EBIDTA of 145.40 Lakhs as against 330.27 Lakhs in the previous year. After
providing for interest, depreciation and taxes, the Company has recorded a net profit of
48.01 Lakhs as against 207.67 Lakhs in the previous year. The Companys operations
are dependent majorly on market economy & markets, however your Board of Directors
expects better performance in the current year.
Consolidated
The operations of the Company along with its subsidiaries on
consolidated basis for the year under review have resulted in the EBIDTA of 192.16 Lakhs
as against 366.34 Lakhs in the previous year. After providing for interest, depreciation
and taxes, the Company has recorded a net profit of 57.36 Lakhs as against 218.35 Lakhs in
the previous year. The Companys operations are dependent majorly on market economy
& markets, however your Board of Directors expects better performance in the current
year.
DIVIDEND:
In order to conserve the resources for working capital needs, your
Directors do not recommend any dividend.
TRANSFER TO RESERVES:
Your Directors have decided to retain the entire amount of profit under
Retained Earnings. Accordingly, your Company has not transferred any amount to General
Reserves for the year ended 31 March, 2023.
SHARE CAPITAL:
The paid up Equity Share Capital as on 31st March, 2023 was
6,11,62,000/- divided into 61,16,200 equity shares of 10/- each. During the year under
review, the Company has neither issued shares with differential voting rights nor granted
stock options nor sweat equity.
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Companies Act, 2013 ("the Act") and
Ind AS -110 on Consolidated Financial Statements, the audited Consolidated Financial
Statements are provided in the Annual Report.
SUBSIDIARY COMPANIES:
The Company has three subsidiaries as on March 31, 2023. There are no
associate companies or joint venture within the meaning of Section 2(6) of the Companies
Act, 2013 ("Act"). There has been no material change in the nature of the
business of the subsidiaries.
A separate statement containing the salient features of the financial
statements of all the subsidiary companies of your Company forms part of consolidated
financial statements in compliance with Section 129 and other applicable provisions, if
any, of the Companies Act, 2013.
Pursuant to the provisions of section 136 (1) of the Act, he financial
statements including the consolidated financial statements, financial statements of the
subsidiary companies and all other documents required to be attached to this report have
been uploaded on the website of your Company (www.ajcononline.com).
The financial performance of the subsidiary companies included in the
consolidated financial statements of your Company is set out in the note No. 36 of the
Notes to Accounts in Consolidated Financial Statements.
PUBLIC DEPOSITS:
During the financial year 2022-2023, your Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS:
The details of loans and investments are given in the Notes to the
Financial Statement forming part of Annual Report of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the company yet. Therefore Company has not constituted
a Corporate Social Responsibility
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN 31st MARCH, 2023 AND 10THAUGUST,
2023 (date of Report) :
There were no material changes and commitments affecting the financial
position of the Company between the end of financial year (31st March, 2023)
and the date of the Report (10th August, 2023).
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL:
The Board has, on the recommendation of the Nomination &
Remuneration Committee of the Company framed a policy for selection and appointment of
Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient
aspects of the said policy, covering in the Nomination and Remuneration Policy, covering
the policy on appointment and remuneration of Directors and other matters have been
outlined in the Corporate Governance Report of the Company which forms part of this
Report.
The Managing Director and Whole-Time Directors of the Company do not
receive any remuneration from any of the subsidiary companies of the Company.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES:
The ratio of remuneration of each director to the median of
employees remuneration as per Section 197(12) of the Companies Act, 2013, read with
Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is enclosed as "Annexure
A".
In accordance with the provisions of Section 197(12) of the Act and
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the names and other particulars of employees are available with the Company. In
terms of provisions of Section 136(1) of the Act, this report is being sent to the members
without this annexure. Any member interested in obtaining such information may write to
the Company Secretary of the Company and the same will be furnished on request.
DIRECTORS AND KEY MANAGERIAL PEROSNNEL: a) Appointments, Reappointments
and Changes in Board of Directors.
During the year the Company has lost Mr. Rajendra Bakiwala (DIN:
02909100), a Non-Executive Independent Director of the Company due to the sad demise. The
Board puts on record its deep sense of gratitude to late Mr. Rajendra Bakiwala for his
guidance & support at all the time during his tenure as the Independent Director of
the Company.
In accordance with the provisions of Companies Act, 2013 Mr. Anuj Ashok
Ajmera (DIN: 01838428), Executive Director retires by rotation and being eligible has
offered himself for re-appointment.
b) Key Managerial Personnel.
During the year Mr. Shailendra Pathak, resigned as Company Secretary
& Compliance Officer w.e.f. 31st January, 2023 and the Board appointed Mr.
Puspraj R. Pandey as a Company Secretary & Compliance Officer of the Company in his
place. The Board puts on record its deep sense of appreciation for the dedicated services
rendered by Mr. Shailendra Pathak during his long tenure as the Company Secretary of the
Company.
Mr. Ashok Ajmera (Chairman, Managing Director & CEO), Mr. Ankit
Ajmera (Whole -Time Director & CFO), Mr. Anuj Ajmera (Whole -Time Director) and Mr.
Puspraj R. Pandey (Company Secretary) are the Key Managerial Personnel of the Company in
accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS:
All the Independent Directors have confirmed to the Board that they
meet the criteria of independence as specified under Section 149(6) of the Act and that
they qualify to be independent directors pursuant to the Rule 5 of the Companies
(Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that
they meet the requirements of ‘Independent Director as mentioned under
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The confirmations were placed before and noted by the Board.
ANNUAL EVALUATION OF BOARDS PERFORMANCE:
Pursuant to the provisions of companies Act, 2013 and in accordance
with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board
has carried out annual performance evaluation of its own performance, the Directors
individually as well the evaluation of the working of its Audit, Nomination &
Remuneration, Stakeholder Relationship Committee and Risk Management Committee. A
structured questionnaire was prepared after taking into consideration inputs received from
the Directors, covering various aspects of the Boards functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. During the year under review,
the Independent Directors of your Company carried out the performance evaluation of Non-
Independent Directors and Chairperson at a separate meeting of Independent Director and
the Directors expressed their satisfaction with the evaluation process.
FAMILIARISATION PROGRAMME:
Whenever any person joins the Board of the Company as a Director, an
induction program is arranged for the new appointee, wherein the appointee is familiarized
with the Company, his/her roles, rights and responsibilities in the Company, the Code of
Conduct of the Company to be adhered, nature of the industry in which the Company
operates, and business model of the Company.
The detail of such familiarization programs has been disclosed on the
Companys website at https://www.ajcononline.com.
BUSINESS RISK MANAGEMENT:
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has adhered to the
principles of sound risk management and has a Risk Management Policy in Place. The main
objective of this policy is to ensure sustainable business growth with stability and to
promote a pro-active approach in reporting, evaluating and resolving risks associated with
the business. In order to achieve the key objective, the policy establishes a structured
and disciplined approach to Risk Management, in order to guide decisions on risk related
issues.
In todays challenging and competitive environment, strategies for
mitigating inherent risks in accomplishing the growth plans of the Company are imperative.
The common risks inter-alia are Regulations, competition, Business risk, Technology
obsolescence, Investments, retention of talent and expansion of facilities. Business risk,
inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As
a matter of policy, these risks are assessed and appropriate steps are taken to mitigate
the same.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All the transactions are
properly authorized, recorded and reported to the Management. The Company is following all
the applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The internal auditor of the company checks and verifies
the internal control and monitors them in accordance with policy adopted by the company.
The Company continues to ensure proper and adequate systems and procedures commensurate
with its size and nature of its business.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the
Listing Regulations, the Company has a whistle blower policy in place for its Directors
and Employees to report concern about unethical behavior, actual or suspected fraud or
violation of the Companys code of conduct. The functioning of the vigil mechanism is
reviewed by the Audit Committee from time to time. None of the Directors or employees have
been denied access to the Audit Committee of the Board. The Whistle Blower Policy is
available on the website of the Company i.e. https://www.ajcononline.com/?page_id=428.
During the year, under review, the Company did not receive any
compliant under the said Mechanism.
BOARD COMMITTEES:
The Board of Directors has constituted four committees, viz; a) Audit
Committee b) Nomination and Remuneration Committee c) Stake holders Relationship
Committee d) Risk Management Committee
Details of all the Committees along with their composition, terms of
reference and meetings held during the year are provided in Report on Corporate
Governance.
BOARD MEETINGS:
During the year four Board Meetings and one Separate Meeting of
Independent Directors was held. The details of which are given in Corporate Governance
Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while
considering the time gap between the two meetings.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arms length basis and were in the ordinary course of the
business. There are no materially significant related party transactions made by the
company with Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the company at large.
All Related Party Transactions are placed before the Audit Committee
& Board for their approval.
The policy on Related Party Transactions as approved by the Board has
been uploaded on the Companys website https://www.ajcononline.com/?page_id=428, None
of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations.
AUDITORS
The Members of the Company at the 35thAnnual General Meeting
(‘AGM) held on 28thSeptember, 2022, approved the appointment of M/s.
Bhatter & Co., Chartered Accountant, Mumbai (Firm Registration No. 131092W) as the
Statutory Auditors of the Company for a period of five years commencing from the
conclusion of the 35thAGM till the conclusion of the 40thAGM, as
recommended by the Audit Committee and approved by Board of Directors of the Company.
The Company had received the consent letter and eligibility certificate
from M/s. Bhatter & Co., w.r.t. the said appointment pursuant to the provisions of
Section 139 of the Companies Act, 2013.
Statutory Audit and other fees paid to Statutory Auditors:
During FY 2022-2023, the total fees for the statutory audit and other
services rendered by the Statutory Auditors are given below:
Auditors Remuneration (‘ In Lakhs)
Particulars |
FY 2022-2023 |
FY 2021-2022 |
| Audit Fees |
0.80 |
0.80 |
| Tax Audit Fees |
0.10 |
0.10 |
Total |
0.90 |
0.90 |
AUDITORS REPORT
The observations made by the Auditors in their Report read with the
relevant notes as given in the notes on financial statements for the year ended 31stMarch,
2023 are self-explanatory and therefore do not call for any further comments. There is no
qualified or modified opinion on any matters by the Auditors.
SECRETARIAL & INTERNAL AUDITOR
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014, your Company engaged the services of M/s. Kothari H. & Associates, Company
Secretary in Practice, Mumbai to conduct the Secretarial Audit of the Company for the
financial year ended March 31, 2023. Remarks given by the Secretarial Auditor in their
report for the F.Y. 2022-2023 are self-explanatory.
The Secretarial Audits Report (in E-Form No.: MR. 3) is attached
as "Annexure- B" to this Report.
M/s. Atul Donde & Co., Chartered Accountants, Mumbai have conducted
the internal audit periodically and submitted their reports to the Audit Committee and
their reports were reviewed by Audit Committee from time to time and found to be
satisfactory.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION &
ANALYSIS
The reports on Corporate Governance and Management Discussion and
Analysis for the year under review, as stipulated under Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 form part of this Report.
EXTRACT OF ANNUAL RETURN
In accordance with Section 92(3) of the Act, a copy of the Annual
Return for the financial year ended March 31, 2022 is available on the website of the
Company at https://www.ajcononline.com.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The prescribed particulars of conservation of energy, technology
absorption as stipulated under Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 are not applicable to your company as we are neither a
manufacturing company nor the operation of your Company are energy intensive. However, the
disclosure regarding the same are set-forth below:
a) Conservation of Energy: Adequate measure has been taken for
conservation of energy and efficient use of resources. Company follows principles of "Green
IT".
b) Technology Absorption: The Company is vigil on technology absorption
as per the requirement of its business operations. However, during the year there was no
acquisition of new technology.
c) Foreign Exchange Earning & Outgo: During the year foreign
exchange earnings were NIL (P.Y. Nil). The expenditure in foreign currency amounted to NIL
(P.Y. NIL).
TRANSFER OF EQUITY SHARES/ DIVIDEND TO THE INVESTOR EDUCATION AND
PROTECTION FUND (IEPF).
Pursuant to the provisions of Section 124(5) and 125 of the Companies
Act, 2013 and the Investor Education and Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016. During the year, the Company was not required to transfer the unpaid
or unclaimed dividends/shares to the Investor Education and Protection Fund (IEPF)
established by the Central Government since the Company has not declared any dividend in
the financial year 2013-2014.
The Company has also uploaded the details of the shareholders whose
shares/dividend were transferred to IEPF on its website viz., www.ajcononline.com
Claim from IEPF Authority Members/Claimants whose shares, unclaimed
dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be,
may claim the shares or apply for refund by making an application to the IEPF Authority in
e-Form IEPF- 5 (available on www.iepf.gov.in) along with requisite fee as decided by the
IEPF Authority from time to time. The Member/Claimants can file only one consolidated
claim in a financial year as per the IEPF Rules. No claim shall lie against the Company in
respect of the dividend/shares so transferred.
INSURANCE
All the properties of the Company are adequately insured. The Company
is also adequately insured for its activities as stock & currency brokers and
depository participant.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has zero tolerance for sexual harassment at work place and
has adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provision of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
Your Directors further state that, as on date there is no case filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section on 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, your Directors confirms that:
a) that in the preparation of the annual financial statements for the
year ended March 31, 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial
Statements have been selected and applied consistently and judgment and estimates have
been made that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2023 and of the profit of the Company for the
year ended on that date;
c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) that the annual financial statements have been prepared on a going
concern basis;
e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
ACKNOWLEDGEMENTS.
Your Directors wish to place on record their thanks and gratitude to
Companys bankers, Institutional and Retail clients and customers, Regulators,
Exchanges and other Authorities for their support, cooperation, guidance and assistance.
The Board is also grateful to the shareholders for their continued confidence. The Board
also expresses its deep sense of gratitude to Bank of India for its continued support for
the Online Share Trading by its customers under the tie up with the Company. The Board of
Directors takes this opportunity to express their appreciation of the sincere efforts put
in by the executives and staffs at all the levels and hopes that they would continue their
dedicated efforts in the future also.
|
By Order of the Board |
|
Sd/- |
Place: Mumbai |
Ashok Ajmera |
Date: 10.08.2023 |
Chairman & Managing Director |
|
DIN: 00812092 |
1 The
percentage increase in remuneration of each Director, Chief Financial Officer and Company
Secretary during the financial year 2022-2023, ratio of the remuneration of each Director
to the median remuneration of the employees of the Company for the financial year
2022-2023. |
Name of Director/ KMP and
Designation |
% Increase in remuneration
in the Financial Year 2022- 2023 |
Ratio of remuneration of each
Director/ to median remuneration of employees |
Mr. Ashok Ajmera (Managing
Director) |
NIL |
7.11 |
Mr. Ankit Ajmera (Executive
Director & CFO) |
3.95% |
7.02 |
Mr. Anuj Ajmera (Executive
Director) |
3.95% |
7.02 |
Mr. Samir Biswas (Independent
Director) |
NA |
NA |
Mr. Narayan Atal (Independent
Director) |
NA |
NA |
Mrs. Ragini Chokshi
(Independent Director) |
NA |
NA |
*Mr. Shailendra Pathak
(Company Secretary) |
NIL |
NA |
**Mr. Puspraj R. Pandey
(Company Secretary) |
NIL |
NA |
2 The % increase in the
median remuneration of employees in the financial year. |
2.58% |
3 The number of
permanent employees on the rolls of Company. |
37 Employees |
4. Average percentile
increases already made in the salaries of employees other than the managerial personnel in
the last financial year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration. |
The percentage increase in
the salaries of the employees other than the managerial personnel in the last financial
year 7.64% whereas no change in remuneration of managerial personnel during last financial
year. |
5. Affirmation that
the remuneration is as per the remuneration policy of the Company. |
Remuneration is as per the
remuneration policy of the Company. |
*Mr. Shailendra Pathak, has resigned as Company Secretary &
Compliance Officer of the Company w.e.f. 31stJanuary, 2023.
**Mr. Puspraj R. Pandey was appointed as Company Secretary &
Compliance Officer of the Company w.e.f. 01st February, 2023, in place of Mr.
Shailendra Pathak.
|
By Order of the Board |
|
Sd/- |
Place: Mumbai |
Ashok Ajmera |
Date: 10.08.2022 |
Chairman & Managing Director |
|
DIN: 00812092 |
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31ST March, 2023
[Pursuant to section 204(1)of the Companies Act,2013and Rule No.9 of
the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Ajcon Global Services Limited
408, A Wing, Express Zone, Near Patels, W.E. Highway,
Goregaon (E), Mumbai, Maharashtra - 400063
We have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Ajcon Global
Services Limited (hereinafter called the Company). Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on our verification of the Companys books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, we hereby report that in our opinion, the company
has during the audit period covering the financial year ended on March 31,2023
(‘Audit period) complied with the statutory provisions listed here under and
also that the Company has proper Board-processes and compliance-mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
? We have examined the books, papers, minute books, forms and returns
filed and other records maintained by Ajcon Global Services Limited for the financial year
ended on March 31,2023 according to the provisions of:
i. The Companies Act, 2013(the Act)and the rules made there under;
ii. The Securities Contracts(Regulation) Act, 1956
(‘SCRA)and the rules made there under;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed
there under; iv. Foreign Exchange Management Act,1999 and the rules and regulations made
the reunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings; v.
TheRegulationsandGuidelinesprescribedundertheSecuritiesandExchangeBoardof
IndiaAct,1992 (‘SEBI Act) viz.: -
a. The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations,2011;
b. The Securities and Exchange Board of India (Prohibition of Insider
Trading)
Regulations,2015;
c. The Securities and Exchange Board of India (Issue of Capital and
Disclosure
Requirements) Regulations, 2009; (Not applicable to the company
during the Audit Period)
d. The Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the SEBI (Share Based
Employee Benefits) Regulations 2014; (Not applicable to the company during the Audit
Period)
e. The Securities and Exchange Board of India (Issue and Listing of
Debt
Securities) Regulations,2008; (Not applicable to the company during
the Audit Period)
f. The Securities and Exchange Board of India(Registrars to an Issue
and Share
Transfer Agents)Regulations,1993 regarding the Companies Act and
dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity
Shares)
Regulations, 2009; (Not applicable to the company during the Audit
Period) and
h. The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998; (Not applicable to the company during the Audit
Period)
i. The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015;
*There has been delay of 4 days in filing under Regulation 74(5) under
Securities and Exchange Board of India (Depositories and Participants) Regulation, 2018.
? We have relied on the representation made by the Company and its
Officers for systems and mechanism formed by the Company for compliances under other Acts,
Laws and Regulations as applicable specifically to the company. The list of major
head/groups of Acts, Laws and Regulations as applicable specifically to the Company is:
1. The Securities and Exchange Board of India (Stock Brokers and
Sub-brokers) Regulations, 1992.
2. Securities and Exchange Board of India (Merchant Bankers)
Regulations, 1992.
3. Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018.
4. Securities and Exchange Board of India (Research Analysts)
Regulations, 2014.
5. Guidelines for Market Making on SME Platform issued by SEBI from
time to time.
We have also examined compliance with the applicable clauses of the
following:
i. Secretarial Standards issued by The Institute of Company Secretaries
of India.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors, and Independent Directors.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out
unanimously as recorded in the minutes of the meetings of the Board of Directors or
Committee of the Board, as the case may be.
We further report that there are adequate systems and processes in
the company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period the Company has not
passed any resolution for: i. Public/Right/Preferential issue of shares / debentures/sweat
equity, etc.
ii. Redemption / buy-back of securities.
iii. Major decisions taken by the members in pursuance to section 180
of the
Companies Act, 2013. iv. Merger / amalgamation / reconstruction, etc.
v. Foreign technical collaborations.
For Kothari H. & Associates Practicing Company Secretaries (Peer
Review. 593/2019)
Sd/- |
|
|
Sonam Jain |
|
|
(Partner) |
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Membership No.: F9871 |
Place: Mumbai |
CP No.: 12402 |
Date: |
10-08-2023 |
UDIN: F009871E000774965 |
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This report is to be read with our letter of even date which is annexed
as"Annexure- B1"and forms an integral part of this report.
To,
The Members
Ajcon Global Services Limited
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of them an
agreement of the company. Our responsibility is to express an opinion on these secretarial
records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we
followed provide are as on able basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the company.
4. Wherever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is there responsibility of management. Our examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
For Kothari H. & Associates |
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| Practicing Company Secretaries |
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(Peer Review. 593/2019) |
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Sd/- |
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Sonam Jain |
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(Partner) |
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Membership No.: F9871 |
Place: Mumbai |
CP No.: 12402 |
Date: |
10-08-2023 |
UDIN: F009871E000774965 |
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+91-9892691696
