Aryaman Financial Services Ltd Directors Report.

To,

The Members,

Your Directors take pleasure in presenting their Twenty Fifth Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31st March, 2019 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of consolidated and standalone financial highlights for the financial year ended March 31, 2019 and previous financial year ended March 31, 2018 is given below:

Consolidated Financial Performance:
( in lakhs)
Particulars 31-Mar-19 31-Mar-18
Total Income 8676.54 3940.90
Less: Expenditure 8,418.24 3,927.12
Profit before Depreciation 258.31 396.75
Less: Depreciation 15.46 13.78
Profit before Tax 242.85 382.97
Provision for Taxation 63.58 84.35
Profit after Tax 179.27 298.63
Other Comprehensive Income (22.98) 375.60
Total Comprehensive Income 156.29 674.23
Total Profit/Loss for the year attributable to:
Owners of the Company 177.29 281.95
Non-Controlling Interests 1.98 16.67
Other Comprehensive Income for the year attributable to:
Owners of the Company (31.49) 209.55
Non-Controlling Interests 8.52 166.05
Total Comprehensive Income/Loss for the year attributable to:
Owners of the Company 145.79 491.50
Non-Controlling Interests 10.49 182.72
Earning Per Share (Face Value of 10)
(1) Basic 1.52 2.41
(2) Diluted 1.52 2.41

Standalone Financial Performance:

Particulars 31-Mar-19 31-Mar-18
Total Income 865.58 1090.88
Less: Expenditure 632.41 755.47
Profit before Depreciation 233.17 335.41
Less: Depreciation 11.28 11.51
Profit before Tax 221.89 323.9
Provision for Taxation 56.78 82.86
Profit after Tax 165.11 241.04
Other Comprehensive Income - -
Total Comprehensive Income 165.11 241.04
Earning Per Share (Face Value of 10)
(1) Basic 1.41 2.01
(2) Diluted 1.41 2.01

FINANCIAL PERFORMANCE: Standalone:

The Total Income of the Company stood at Rs. 865.58Lacs for the year ended March 31, 2019 as against Rs 1,090.88 Lacs in the previous year. The Company made a Net Profit of Rs. 165.11 Lacs for the year ended March 31, 2019 as compared to the Net Profit of Rs. 241.04 Lacs in the previous year.

Consolidated:

The Consolidated Total Income was higher by 120.16% at Rs. 8676.54 Lacs for the financial year ended March 31, 2019 as against Rs. 3,940.90 Lacs during the previous financial year. Consolidated Net Profit was lower at Rs. 179.27 Lacs for the year ended March 31, 2019 as compared to Rs. 298.63 Lacs in the previous year registering a decrease of 39.97% The consolidated financials reflect the cumulative performance of the Company together with its subsidiaries. Detailed description about the business carried on by these entities including the Company is contained in the Management Discussion and Analysis report forming part of this Annual Report.

2. DIVIDEND:

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2019.

3. STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL: i. Change in Directors

During the period under review, Following were the changes in Directors

Date Name of Director Changes
1. 04.02.2019 Mrs. Meloni Shah Appointed as Additional (Non-Executive and Non- Independent) Director
2. 14.11.2018 Mr. Abhinav Anand Appointed as Non-Executive and Independent Director
3. 05.11.2018 Mrs. Tejal Vala Resigned as Independent Director

ii. Committees of Board of Directors

With reference to the above we would like to submit that the Board of Directors at their meeting held on 14.11.2018 took note of the resolution for appointment of Mr. Abhinav Anand as Independent Director of the Company in place of Mrs. Tejal Vala who resigned being Independent Director of the Company to reconstitute the following Committee in pursuant to the provision of Section 178 of the Companies Act, 2013 and, in the below mentioned manner

Re-Constitution of Nomination and Remuneration Committee:

Sr. No. Date of Reconstitution Committee Director Name
Nomination and Mr. Darshit Parikh (Chairman)
1. 14.11.2018 Remuneration Mr. Ram Gaud (Member)
Committee Mr. Abhinav Anand (Member)

iii. Independent Directors

Independent Directors have provided their confirmation, that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company. The Board of Director appreciates for the assistance and guidance provided by Mrs. Tejal Vala (DIN: 05239882) during her tenure as Independent Director of Company.

iv. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shreyas Shah, Executive Director of the Company, retires by rotation and offers himself for re- appointment. The brief resume of Mr. Shreyas Shah, the nature of his expertise in specific functional areas, names of the companies in which he has held directorships, his shareholding etc. are furnished in the "Annexure A" to notice of the ensuing AGM.

v. Key Managerial Personnel

During the period under review, Ms. Gunjan Kataruka was appointed as the Company Secretary and Compliance Officer w.e.f January 01, 2019 due to resignation tendered and accepted by Board of Directors of Mr. Deepesh Jain as on December 31, 2018

5. MEETINGS:

During the year, Six Board Meetings were convened and duly held. The details of which are given in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

6. AUDIT COMMITTEE:

The Audit Committee comprises of, Mr. Darshit Parikh (Chairman), Mr. Shripal Shah (Member) and Mr. Ram Gaud (Member). Powers and role of the Audit Committee are included in the Corporate Governance Report. All the recommendation made by the Audit Committee was accepted by the Board of Directors.

7. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2019. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc. The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee (NRC). The Board also carried out the performance evaluation of all the individual directors including the Chairman of the Company. Additionally, NRC also carried out the evaluation of the performance of all the individual directors and Chairman of the Company. The performance evaluation was carried out by way of obtaining feedback from the Directors through a structured questionnaire prepared in accordance with the policy adopted by the Board and after taking into consideration the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India. The feedback received from the Directors through the above questionnaire was reviewed by the Chairman of the Board and the Chairman of the NRC and then discussed the same at the meetings of the Board and NRC respectively. The performance evaluation of the Chairman, Whole Time Director and the Board as a whole was carried out by the Independent Directors at their separate meeting.

8. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT-9 in annexed as a part of this Annual Report as "Annexure I" .

The weblink for accessing extract of annual return is https://www.afsl.co.in/investor-relation.php

9. REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Policy is provided in Annexed to this Report as "Annexure II"

10. AUDITORS: i. Statutory Auditors:

Subject to the amendment stated in The Companies Amendment Act, 2017 read with Notification S.O. 1833(E) dated 7th May 2018 deleting the provision of annual ratification of the appointment of auditor, the requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with and no resolution has been proposed for the same.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed JNG & CO., a firm of Company Secretaries in Practice (CP No. 8108), to undertake the Secretarial Audit of the Company for the F.Y. 2018-19. The Secretarial Audit Report for F.Y. 2018-19 is annexed herewith as "Annexure III".

iii. Cost Auditor:

Your Company is principally engaged into Merchant Banking. Therefore, Section 148 of the Companies Act, 2013 is not applicable to the Company.

11. AUDITORS REPORT:

The Auditors Report and Secretarial Auditors Report does not contain any qualifications, reservations or adverse remarks. Report of the Secretarial Auditor is given as an Annexure, which forms part of this report.

12. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://afsl.co.in/investor-relation.html.

13. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed Thakur & Co., Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit is carried out quarterly basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction. The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

14. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

15. LISTING WITH STOCK EXCHANGES:

Aryaman Financial Services Limited continues to be listed on BSE Limited. It has paid the Annual Listing Fees for the year 2018-2019 to BSE Limited.

16. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

As on March 31, 2019, your Company has (Aryaman Capital Markets Limited & Escorp Asset Management Limited). There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act. There are no changes in subsidiaries, during the period under review. The Annual Accounts of the above referred subsidiary shall be made available to the shareholders of the Company and of the subsidiary company on request and will also be kept open for inspection at the Registered Office of the Company and of the subsidiary companies during the office hours on all working days and during the Annual General Meeting. Companys consolidated financial statements included in this Annual Report incorporates the accounts of its subsidiaries prepared as per Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company as "Annexure IV".

17. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

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

i. Conservation of Energy

a) The steps taken or impact on conservation of energy – The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy – Company shall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment – No Capital Investment yet. ii. Technology absorption

a) The efforts made towards technology absorption. – Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution – Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) – Not Applicable.

a. the details of technology imported; b. the year of import; c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof iii. The expenditure incurred on Research and Development – Not Applicable.

19. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. Thus Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for review and approval, if required. The details of the related party transactions as required under Indian Accounting Standard (Ind AS) 110 are set out in Note to the financial statements forming part of this Annual Report.

21. DEPOSITS:

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

22. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace. Company was not in receipt of any complaint of sexual harassment.

24. HUMAN RESOURCES:

Your Company considers people as its biggest assets and ‘Believing in People is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership. Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees seek to ensure that business world values and principles are understood by all and are the reference point in all people matters. Statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules"), is annexed as "Annexure V". The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the remuneration is as per the remuneration policy of the Company.

25. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during the period under review with the Certificate issued by M/s JNG and Co., Practicing Company Secretaries, on compliance in this regards forms part of this Annual Report.

26. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, con rm that: i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures. ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the

nancial year and of the pro t of the Company for that period. iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. They have prepared the annual accounts on a going concern basis. v. They have laid down internal nancial controls to be followed by the Company and such internal nancial controls are adequate and operating effectively. vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal nancial controls and compliance systems establish ed and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal nancial controls were adequate and effective during the nancial year 2018-19.

27. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

28. ACKNOWLEDGEMENTS:

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

By Order Of The Board Of Directors

FOR ARYAMAN FINANCIAL SERVICES LIMITED

Sd/-

Shripal Shah

DIN: 01628855

(Chairman & Executive Director)

Mumbai, Saturday, August 31, 2019

Registered Office:

102, Ganga Chambers,

6A/1, W.E.A., Karol Bagh,

New Delhi – 110 0051

Tel : 022 – 6216 6999

Fax: 022 – 2263 0434

CIN: L74899DL1994PLC059009

Website: http://www.afsl.co.in

Email: info@afsl.co.in