Aryan Share & Stock Brokers Ltd Directors Report.

To,

The Members,

Aryan Share and Stock Brokers Limited

The Directors of the Company feel amiable in presenting 24th Annual Report of the Company Along with the Audited Statement of Accounts and Auditors

Report for the Financial Year ended 31st March 2019.

1.) FINANCIAL PERFORMANCE:

Particulars Current Year Previous Year
(F.Y. 2018-19) (F.Y. 2017-18)
Revenue from operations 209.99 313.76
Other Income 45.89 2.58
Total Revenue 255.88 316.35
Expenses(Other than finance cost) 187.08 211.40
Finance cost 27.30 65.36
Total expenses 214.38 276.76
Profit before tax 41.50 39.59
Less : Current tax 8.00 10.60
Deferred tax (2.53) (0.41)
Profit/Loss after tax 36.03 29.40

2.) STATE OF COMPANYS AFFAIRS:

There is No change in the Nature of the Business of the Company during the Financial Year 2018-19 Despite of difficult market conditions, healthy competition in the market and lack of interest of the investors, the performance of your Company has been satisfactory and to achieve the healthy growth for its stakeholders. The performance evaluations of the Company are as under; Revenue: During the financial year 2018-19, the total revenue of the Company has decreased from Rs. 316.35 lacs to Rs.255.88 Lacs. Expenses: In Financial Year ended 31st March, 2019, the expense of the Company is decreased from Rs. 276.76 lacs to Rs. 214.38 lacs as compared to the previous financial year ended on 31st March, 2019. But the depreciation & amortisation cost of the Company is decreased by Rs. 1.40 Lacs as compared to the previous financial year 2017-18.

3.) DIVIDEND:

Keeping in view the growth prospects of the Company the Board of your company has not recommended any Dividend for the Financial Year 2018-19.

4.) MATERIAL CHANGES AND COMMITMENTS:

The Company has not undergone any Material Changes during the Financial Year that may affect the Financial Worth of the Company in any way.

There are No Significant and Material orders passed by the Regulators, Tribunals or Courts which can have a significant impact on the status of the Company of being a going concern and Companys Operations in future.

5.) INTERNAL FINANCIAL CONTROL:

Your Directors state that there are adequate Internal Controls in the Company for ensuring the Smooth working of the Operations and growth of the organization

6.) MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

As the requirement under SEBI(LODR), 2015 the Management is required to prepare MDAR , for that reason it has been annexed as Annexure-4 forming part of this Report.

7.) REPORT ON CORPORAE GOVERNANCE:

Your Company has not been involved in any unethical Practices and has complied with all the Compliance related requirements. A detailed Report on Corporate Governance is required to be made by the Compliance Officer of the Company as per SEBI (LODR), 2015. The same has been annexed in the Report as Annexure-5.

8.) SUBSIDIARIES/ JOINT VENTURE / ASSOCIATE COMPANIES:

The Company has no Subsidiary/ Joint Venture/ Associate Company and hence is not required to prepare any Consolidated Financial Statement.

9.) DEPOSITS:

The Company has not accepted any Deposits during the Financial Year 2018-19 which are required to be reported as per Chapter V and Section 73 to 76 of the Companies Act, 2013.

10.) DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

1. In the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

2. 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, 2019 and of the profit of the Company for the year ended on that date;

3. The Directors 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;

4. The Directors have prepared the annual accounts on a ‘going concern basis;

5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11.) EMPLOYEE STOCK OPTION:

During the year there has not been any issue of Equity shares to the Employees of the Company on differential basis. Hence, no such information is required to be filed under the provisions of Companies Act, 2013.

12.) AUDITOR AND AUDITORS REPORT:

The Shareholders at their 22nd Annual General Meeting (AGM) held on 29th September, 2017 had approved the appointment of M/s. R Balaji & Co, Chartered Accountants, Chennai (Firm Registration No. 000332S), Statutory Auditors to hold office for the period of five years from the conclusion of 22nd AGM till the conclusion of 27th Annual General Meeting. The Auditors in their Audit report have not made any adverse remark, qualification or reservation

13.) EXTRACT OF ANNUAL REPORT:

HEREWITH the Extract of Annual Return in the Specifies form i.e. Form No.MGT 9 has been enclosed as the Annexure-1.

14.) CORPORATE SOCIAL RESPONSIBILITY:

As the Net Worth, Turnover and Net Profit are below the Limits as prescribed under Section 135 of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, no need to form CSR committee. Hence the Company is not required to contribute in CSR.

15.) DIRECTORS AND KEY MANAGERIAL PERSONNNAL:

During the year under review, the following changes occurred in the position of Directors/KMP of the company.

Underneath a table has been provided consisting of the information regarding Directors of your Company

S. No. Name Designation Executive/Non-Executive
1. Shanmukh Navin Shah Managing Director Executive
2. Paresh Navin Shah Whole time Director Executive
3. Manoj Navin Shah Whole time Director Executive
4. Rajesh Ramanathan Independent Director Non Executive
5. Nirmalchand Premraj Independent Director Non Executive
6. Uma Rajesh Women Director Non Executive
7. Ranganathan Giridharan Chief financial officer -
8. Laxmi Kabra Company secretary -

16.) MEETINGS OF BOARD:

The following Meetings of board of directors held During the Financial Year 2018-19

S. No. Date of the Meeting Members Present
1. 30th April, 2018 All
2. 30th May,2018 All
3. 08th August, 2018 All
4. 12th November, 2018 All
5. 11th January, 2019 All
6. 31st January, 2019 All

17.) COMMITTEE OF BOARD OF DIRECTORS:

Pursuant to section 178 and other applicable provisions of the Companies Act,2013 Company had constituted the following Board Committees

1. Audit committee

2. Nomination and remuneration committee

3. Stakeholder relationship committee

4. Independent Director committee

5. Share transfer committee

The composition of all committees has been stated under corporate governance report as an integral part of Annual Report.

18.) BOARD EVALUATION:

Pursuant to the provisions of Companies Act, 2013, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as mutually evaluated their performance along with the performance of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee etc. Various aspects such as Composition, Attendance, Duties, Obligations, etc. have been evaluated under this. The performance of the Directors was assessed individually and as a Whole.

19.) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO ARE AS FOLLOWS:

The particulars as required under the provisions of section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished the nature of activities undertaken by the company during the year under review.

a)Conservation of energy : NA

b)Technology absorption : NA

c)Foreign exchange earnings and outgo : NA

20.) REMUNERATION TO DIRECTORS:

The remuneration paid to Executive, Non-Executive and Independent Directors are disclosed in the extract to the Annual Return in Form MGT-9. The same has been annexed as Annexure-1 of Board Report.

21.) RISK MANAGEMNT POLICY:

Risk Management is an integral part of the business process. The Company has mapped the risks at the business processes and enterprise levels and has evolved a risk management frame work. The mitigate measures taken are reviewed periodically at the Board. Adequate back up of the systems in 3 sets are being taken and as a one more avenue, remote serve technology is being operated to mitigate any eventuality. The management is proud to say that not even a single trading day is not lost nor data is lost due to the effective risk management strategy.

22.) VIGIL MECHANISMPOLICY/WHISTLE BLOWER POLICY:

Company has formulated and published a whistle Blower Policy to provide vigil mechanism for employees including directors of the Company to report genuine concern. The mechanism ensures that strict confidentiality is maintained whilst dealing with the concern and also that no discrimination will be meted to any person for a genuinely raised concern. The Chairman of the Audit Committee may also contacted by employees to report any suspected or concerned incident of fraud/ misconduct. The provision of policy is in line with the provision of the section 177(9) of the Act; the policy is available on companys website www.assbl.com

23.) REMUNERATION POLICY:

In accordance of section 178 and other applicable provisions of companies Act 2013 read with rules there under and applicable regulations of SEBI (Listing Obligation And Disclosure) Requirements, 2015 the board has formulated the nomination and remuneration policy of your company on the recommendations of nomination and remuneration committee; the policy is available on companys website:www.assbl.com

24.) SECRETERIAL AUDIT:

The board has appointed CS Vishakha Agrawal, Company Secretary (ACS no 39298), to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31st, 2019 is annexed herewith marked as Annexure-3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

25.) PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN AND SECURITIES PROVIDED:

The company has not given any loan, done any investment or provided any guarantee under Section 186 of the Companies Act, 2013.

26.) RELATED PARTY TRANSACTION:

None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transaction with related parties pursuant to section 134(3) (h) of the act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-2 in Form AOC-2 and the same forms part of this report.

27.)DISCLOUSER UNDER THE SEXUAL HERASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND REDRESSAL) ACT, 2013:

Aryan Share And Stock Brokers Limited is to provide the healthy environment to its employees, the company has in place a prevention of the Sexual Harassment Policy and an internal complaints committee as per the requirements of sexual harassment of women at workplace (Prevention, Prohibition And Redressal) Act, 2013. The policy is available on companys website:www.assbl.com

28.) DECLARATON BY INDEPENDENT DIRECTORS:

Your company has received declaration from all the independent directors confirming that they meet the criteria of independence as prescribed under the provisions of the companies act, 2013 read with schedules and rules issued thereunder as well as Regulation 16(1) (b) of Listing Regulation (including any statutory modifications(s) or reenactment(s) for the time being in force).

29).DISCLOUSER REQUIREMENT:

• As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with the stock exchanges, 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.assbl.com

• During the year the company has not transferred any amount to General reserve.

30.) ACKNOWLEDGEMENT:

Your Director wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendor and Shareholders during the year under review. Your Director also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and workers of the Company

For and on behalf of the Board of Directors
Date: 09.08.2019 Aryan Share and Stock Brokers Limited
Place: Chennai