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DIRECTOR'S REPORT

Aditya Birla Money Ltd.

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Market Cap. (₹) 254.20 Cr. P/BV 11.84 Book Value (₹) 3.81
52 Week High/Low (₹) 75/39 FV/ML 1/1 P/E(X) 26.76
Bookclosure 03/07/2019 EPS (₹) 1.69 Div Yield (%) 0.00
Year End :2018-03 

Dear Shareholders,

The Board of Directors of Aditya Birla Money Limited (“your Company” or “the Company” or “ABML”) are pleased to present the Twenty Second Annual Report and the audited financial statements (standalone and consolidated) of your Company for the financial year ended March 31, 2018.

1. COMPANY OVERVIEW AND STATE OF AFFAIRS OF THE COMPANY

Your Company is a listed company. Its shares are listed on the BSE and NSE since 2008. The Company is currently engaged in the business of securities broking and is registered as a stock broker with SEBI. It is a member of BSE and NSE and offers equity and derivatives trading through NSE and BSE. It holds license from SEBI and offers portfolio management services. The Company is also registered as a depository participant with National Securities Depository Limited (“NSDL”) and the Central Depository Services (India) Limited (“CDSL”). It also holds SEBI license as a research analyst, an Investment Adviser and ARN code issued by AMFI. The Company also offers commodity broking through its wholly owned subsidiary Aditya Birla Commodities Broking Limited which is a member of MCX and NCDEX.

Information on the operational and financial performance, among others, is provided in the Management Discussion and Analysis Report and other Sections of Board’s Report which forms part of the Annual Report.

2. FINANCIAL RESULTS

Company’s financial performance (Standalone and Consolidated) for the year ended March 31, 2018 is summarized below:

(Rs. in Crore)

Particulars

Standalone

Consolidated

FY 2017-18

FY 2016-17

FY 2017-18

FY 2016-17

Income from Operations

156.94

123.36

162.15

131.17

Other Income

2.33

1.53

2.49

1.95

Total Income

159.27

124.90

164.64

133.12

Profit / (Loss) before tax

12.26

6.96

12.77

8.08

Current Tax

2.70

0.81

2.70

0.81

MAT Credit Written Back

-

-

-

-

Profit / (Loss) after tax

9.57

6.15

10.07

7.28

Transfer to General Reserve

-

-

-

-

Profit / (Loss) brought forward from previous year

(19.52)

(25.67)

(20.63)

(27.91)

Balance carried to Balance Sheet

(9.95)

(19.52)

(10.57)

(20.63)

Earnings per share (in Rs.)

1.70

1.11

1.79

1.31

The Consolidated Financial Statements of the Company and its Subsidiary, prepared in accordance with the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations”) and Indian Accounting Standards 110 - Consolidated Financial Statements along with all relevant documents and the Auditors’ Report form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Company.

The Financial Statements as stated above are also available on the website of the Company and can be accessed on the Company’s Website at: https://stocksandsecurities.adityabirlacapital.com/about-us/investor.

2.1 Presentation of Financial Statements

The financial statements of the Company for the year ended March 31, 2018 have been prepared/attached as per Schedule III to the Companies Act, 2013.

2.2 Key Highlights of the Company:

The Company on a Standalone basis has achieved total income of Rs.159.27 Crore as compared to Rs.124.90 Crore during the previous year. The Income from Operations during the year was at Rs.156.94 Crore as compared to Rs.123.21 Crore during the previous year. The Company on a standalone basis has posted a Net Profit of Rs.9.57 Crore during the year ended March 31, 2018.

On a Consolidated basis, the Company’s Income from Operations stood at Rs.162.15 Crore as compared to Rs.131.17 Crore in the previous year. The Company has posted a Consolidated Net Profit of Rs.10.07 Crore during the year ended March 31, 2018 as compared to Rs.7.27 Crore in the previous financial year.

3. RESERVES

The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation.

4. DIVIDEND

In order to conserve cash for Company’s operations, your Directors do not recommend any dividend for the year under review.

5. SHARE CAPITAL

During the year under review, the Company had issued and allotted 722,138 equity shares on exercise of the Options granted under the Employees Stock Option Scheme 2014 of the Company. Consequently, as at March 31, 2018, the paid-up share capital of the Company stood at Rs.156,122,138/- (consisting of 56,122,138 equity shares of Re.1/- each and 1,000,000 8% Redeemable Non-Convertible Non-Cumulative Preference shares of Rs.100/ - each).

6. CREDIT RATING

During the year, CRISIL has re-affirmed A1 rating for the short term debt programme of the Company.

7. DEPOSITS

Your Company has not accepted or renewed any deposits during the financial year ended March 31, 2018 from the public in accordance with the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.

8. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of the loans, guarantees and investments covered under provisions of the Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given in the notes to the financial statements, which forms part of this Annual Report.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

10. FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

There were no foreign exchange earnings and outgo during the year as well as during the previous year.

11. PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees drawing remuneration in excess of the limits, set out in the aforesaid Rules, are to be provided in the Board’s Report, as an annexure thereto. In line with the provisions of Section 136(1) of the Act, the Report and Accounts, as set out therein, are being sent to all the Members of your Company, excluding the aforesaid information about the employees. Any Member, who is interested in obtaining these particulars about employees, may write to the Company Secretary at the Registered Office of your Company. The aforesaid addendum is also available for inspection by the Members at the Registered Office of the Company 21 days before the AGM and upto the date of the ensuing AGM, during business hours on working days.

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure A of the Board’s Report.

As on March 31, 2018, your Company’s Employee strength stood at 670 Employees.

12. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2018 and the date of this Board’s report.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. During the year under review, no material or serious observation has been received from the Auditors of the Company, citing inefficiency or inadequacy of such controls.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

14. CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

15. EMPLOYEE STOCK OPTION

DISCLOSURE PURSUANT TO SECTION 62(1)(B) OF THE COMPANIES ACT, 2013 READ WITH RULE 12 OF COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014 & SECURITIES EXCHANGE BOARD OF INDIA (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014

The Company had formulated the ABML Employee Stock Option Scheme - 2014 (ABML ESOP Scheme - 2014) with the approval of the shareholders at the Annual General Meeting dated September 09, 2014.

Nature of Disclosure

Particulars

Options granted on December 02, 2014

2,509,341

Options outstanding as on April 01, 2017

1,445,845

Options vested during the year

25% of the options granted

Options exercised as on March 31, 2018

722,138

Total number of shares arising as a result of exercise of options

722,138

Options lapsed

24,176 (due to resignation of employees)

Exercise Price

Rs.34.25 per option

Variation of terms of options

Nil

Money realised by exercise of options

Rs.24,733,226.50

Options outstanding as on March 31, 2018

699,531

Employee-wise details of options granted (i) Key Managerial Personnel

No. of options granted

No. of options outstanding

Mr. Murali Krishnan L.R. - Manager

27,473

20,756

Mr. Vikashh K Agarwal - Company Secretary (Resigned from Company with effect from 31.07.2017)

32,967

16,484

(ii) Any other employee who received a grant of option amounting to 5% or more of options during that year

Nil

(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

Nil

The Company has complied with and shall comply with the applicable provisions under the Companies Act, 2013, the SEBI (Share Based Employee Benefits) Regulations, 2014 and the Accounting Standards. The Disclosures prescribed in Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 has been posted on the Company’s website at the link: https://stocksandsecurities.adityabirlacapital com/about-us/investor.

A certificate received from the Statutory Auditors on the implementation of the Company’s Employees Stock Option Scheme 2014 will be placed at the ensuing Annual General Meeting for inspection by the Members.

Aditya Birla Capital Limited Employee Stock Option Scheme 2017 (“Scheme 2017”)

The shareholders of your Company vide a Special Resolution dated September 25, 2017 passed through postal ballot / e-voting facility had approved the extension of benefits of the Aditya Birla Capital Limited Employee Stock

Option Scheme 2017 (“Scheme 2017”) to the permanent employees in the management cadre of your Company. Pursuant to the provisions of Section 67 of the Companies Act, 2013 applicable ESOP charge has been debited by Aditya Birla Capital Limited to the Company. Accordingly, during the year under review Rs.14,862,522/- has been debited to the Employee cost towards Aditya Birla Capital Limited Employee Stock Options granted to Employees of your Company.

16. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management’s Discussion and Analysis Report for the year under review is presented as a separate section forming part of this Annual Report.

17. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India. Corporate Governance principles form an integral part of the core values of the Company. The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms an integral part of this Report. The requisite certificate from Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is given in “Annexure B” and the same forms part of the Directors’ Report.

18. HOLDING AND SUBSIDIARIES/IOINT VENTURES/ASSOCIATE COMPANIES Holding Company:

The Company is the subsidiary company of Aditya Birla Capital Limited (formerly known as Aditya Birla Financial Services Limited) which was a subsidiary company of Aditya Birla Nuvo Limited (“ABNL”). ABNL was amalgamated with Grasim Industries Limited pursuant to a Composite Scheme of Arrangement between ABNL, Grasim Industries Limited and Aditya Birla Capital Limited. As a result, the Company’s ultimate holding company has been changed from ABNL to Grasim Industries Limited w.e.f. July 01, 2017.

Subsidiary Company:

The Company has a wholly owned subsidiary viz. Aditya Birla Commodities Broking Limited (“ABCBL”), which is engaged in the business of commodity broking.

Your Company does not have any Joint Ventures or Associate Companies as on March 31, 2018.

During the year, ABCBL has posted total Income of Rs.5.39 Crore as compared to Rs.8.22 Crore during previous year. The subsidiary has posted a Net Profit of Rs.0.51 Crore as compared to a Net Profit of Rs.1.13 Crore in the previous year.

The Policy for determining material subsidiaries may be accessed on the Company’s website at https://stocksandsecurities.adityabirlacapital.com/about-us/investor.

A report on the performance and financial position of each of its subsidiaries, associates as per the Section 129(3) of the Companies Act, 2013 and the Rules made thereunder is provided in the prescribed form AOC-1 as per “Annexure C”.

The audited financial statement of the Company’s subsidiary and related information has been placed on the website of the Company at https://stocksandsecurities.adityabirlacapital.com/about-us/investor

19. MERGER OF ABCBL WITH THE COMPANY:

The Board of Directors of your Company had at its Meeting held on January 24, 2018, approved the merger of ABCBL, wholly owned subsidiary company with your Company. The said merger shall be subject to receipt of necessary approvals of Stock / Commodity Exchanges (of which the Company and ABCBL are members), National Company Law Tribunal (“NCLT”), shareholders and creditors (if so directed by NCLT) and other governmental authorities as may be required.

Upon the coming into effect of the Scheme of Amalgamation (“the Scheme”), and with effect from the Appointed Date (i.e. April 01, 2018), and subject to the provisions of the Scheme, in relation to the mode of transfer and vesting, whole of the assets, properties, liabilities, clients, employees and undertakings of ABCBL shall, without any further act, instrument, deed, matter or thing, be and stand transferred to and vested in and/or be deemed to be transferred to and vested in the Company as a going concern so as to become on and from the Appointed Date, the estate, assets, rights, title, interests and authorities of the Company.

Upon the Scheme becoming effective, all the equity shares issued by ABCBL and held by the Company and/or its nominees shall stand cancelled and extinguished and in lieu thereof, no allotment of any shares in ABCBL shall be made to any person whatsoever.

The Scheme details are available on the website of BSE Limited, National Stock Exchange of India Limited and of the Company on https://stocksandsecurities.adityabirlacapital.com.

20. RISK MANAGEMENT:

Your Company has constituted a Risk Governance Committee which is mandated to review the risk management plan / process of your Company and has adequate risk management procedures, which are based upon business environment, operational controls and compliance procedures. The major risks are assessed through a systemic procedure of risk identification and classification. Risks are prioritised according to significance and likelihood. The risk assessment is not limited to threat analysis, but also identifies potential opportunities. The Risk Governance Committee oversees the risk management process.

21. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS

During the financial year under review, all contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of business and on arms’ length basis. The details of contracts and arrangements with Related Parties of your Company for the financial year ended March 31, 2018, are given in notes to the Financial Statements, forming part of this Annual Report.

All related party transactions have been approved by the Audit Committee of the Board of Directors of your Company and are reviewed by them on periodic basis. Omnibus approvals are taken for transactions which are repetitive in nature.

The details of the material related party transactions during the year under review are provided in Form AOC-2, which is attached as “Annexure D” to this report.

In accordance with the provisions of the SEBI Listing Regulations, the Company has formulated a Related Party Transactions Policy (the Policy). The Policy, as approved by the Board, is available on your Company’s website: https://stocksandsecurities.adityabirlacapital.com

22. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal control systems commensurate with the size of its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company’s operations, safekeeping of its assets, optimal utilisation of resources, reliability of its financial information and compliance. Clearly defined roles and responsibilities have been institutionalised. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company’s operations.

During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls.

23. INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization’s risk management, control and governance processes.

The framework is commensurate with the nature of the business and the size of its operations. Internal auditing at the Company involves the utilization of a systematic methodology for analyzing business processes or organizational problems and recommending solutions to add value and improve the organization’s operations.

The internal audit approach verifies compliance with the regulatory, operational and system related procedures and controls.

24. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained from the operating management, your Directors make the following statement and confirm that:-

i) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

ii) the Directors had 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, 2018 and of the profit of the Company for year ended on that date;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the Annual Accounts on a ‘going concern basis’;

v) the Directors had laid down Internal Financial Controls and that such Internal Financial Controls are adequate and are operating effectively; and

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

25.1 Directors

As on March 31, 2018, your Board comprised of 6 (Six) Directors which included 4 (Four) Non-Executive Directors (including one woman director) and 2 (Two) Independent Directors. Your Directors on the Board possess experience, competency and are renowned in their respective fields. All Directors are liable to retire by rotation except Independent Directors whose term of 5 consecutive years was approved by the Shareholders of the Company in the Annual General Meeting of the Company.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Gopi Krishna Tulsian, retires from office by rotation and being eligible, has offered himself for re-appointment. The Directors recommend the said re-appointment. Item seeking your approval on the above re-appointment is included in the Notice convening the Annual General Meeting.

25.2 Declaration by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from all the Independent Directors of the Company confirming that they meet the ‘criteria of Independence’ as prescribed under Section 149(6) of the Companies Act, 2013 and have submitted their respective declarations as required under Section 149(7) of the Companies Act, 2013 and the SEBI Listing Regulations.

25.3 Key Managerial Personnel

During the year under review, Mr. Vikashh K Agarwal resigned as the Company Secretary of the Company with effect from July 31, 2017 and the Board has appointed Mr. Rajesh Gandhi as the Company Secretary of the Company with effect from August 01, 2017.

25.4 Annual Performance Evaluation

The Board of Directors of the Company has put in place a mechanism for evaluation of its own performance, its Committees, individual Directors and the Chairman of the Board. The evaluation process inter-alia it considers attendance of Directors at Board and Committee meetings, participation at meetings, domain knowledge, awareness and observance of governance, etc. The Board carried out annual performance evaluation of the Board, Board Committees and individual Directors and Chairman of the Board. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

25.5 Familiarisation Programme

The Company has put in place an induction and familiarisation programme for all its Directors including the Independent Directors. The familiarisation programme for Independent Directors in terms of provisions of Regulation 46(2)(i) of SEBI Listing Regulations, is uploaded on the website of the Company.

26. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on the Company’s performance and strategies. During the year under review, the Board of Directors met 5 (Five) times.

The Meetings of the Board were held on April 28, 2017, July 26, 2017, August 08, 2017, October 17, 2017 and January 24, 2018.

Further details on the Board Meetings are provided in the Corporate Governance Report, forming part of this Annual Report.

27. COMMITTEES OF THE BOARD

27.1 Audit Committee

The Audit Committee comprises of the following Members:

Name

Position

Status

Mr. P. Sudhir Rao

Chairman

Independent Director

Mr. G. Vijayaraghavan

Member

Independent Director

Mr. Shriram Jagetiya

Member

Non-Executive Director

The role, terms of reference and powers of the Audit Committee are in conformity with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations. During the year under review, the Audit Committee reviewed the internal controls put in place to ensure that the accounts of your Company are properly maintained and that the accounting transactions are in accordance with prevailing laws and regulations. In conducting such reviews, the Committee found no material discrepancy or weakness in the internal control system of your Company. The Committee has also reviewed the procedures laid down by your Company for assessing and managing the risks.

Further details on the Audit Committee are provided in the Corporate Governance Report, forming part of this Annual Report.

During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

27.2 Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following Members:’

Name

Position

Status

Mr. P. Sudhir Rao

Chairman

Independent Director

Mr. G. Vijayaraghavan

Member

Independent Director

Mr. Shriram Jagetiya

Member

Non-Executive Director

The role, terms of reference and powers of the Nomination and Remuneration Committee are in conformity with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations. The Nomination and Remuneration Committee have formulated a policy on remuneration under the provisions of sub-Section (3) of Section 178 of the Companies Act, 2013 and the same is placed as “Annexure E” to the Board’s Report.

Further details on the Nomination and Remuneration Committee are provided in the Corporate Governance Report, forming part of this Annual Report.

27.3 Corporate Social Responsibility Committee

In accordance with Section 135 of the Companies Act, 2013 your Company has a Corporate Social Responsibility (CSR) Committee consisting of the following Members:

Name

Position

Status

Mr. G. Vijayaraghavan

Chairman

Independent Director

Mr. Gopi Krishna Tulsian

Member

Non-Executive Director

Mrs. Pinky A Mehta

Member

Non-Executive Director

The Company also has in place a CSR Policy and the same is available on the website of the Company at https://stocksandsecurities.adityabirlacapital.com. A detailed Report is attached as “Annexure F” forming part of this report.

Further details on the Corporate Social Responsibility Committee are provided in the Corporate Governance Report, forming part of this Annual Report.

27.4 Other Committees

The Board of your Company has constituted the following Committees, the details of which are provided in the Corporate Governance Report which forms part of this Annual Report:

0 Stakeholders Relationship Committee

0 Finance Committee

0 Risk Governance Committee

0 Preference Share Allotment Committee

0 Business Integration Committee

28. ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the extract of Annual Return for the Financial Year ended March 31, 2018 in Form MGT-9 made under the provisions of 92(3) of the Act form part of the Board’s Report as “Annexure G”.

29. AUDITORS

29.1 Statutory Auditors, their Report and Notes to Financial Statements

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. S.R. Batliboi & Co. LLP, (Registration No.301003E / E300005) Chartered Accountants, Mumbai were appointed in the 19th Annual General Meeting as the Statutory Auditors of the Company for a period of five years to hold office up to the conclusion of the 24th Annual General Meeting. As required by the provisions of the Companies Act, 2013, their appointment should be ratified by the Members at every AGM. The Board has recommended the ratification of appointment of M/s. S.R. Batliboi & Co. LLP as Statutory Auditors of the Company. Accordingly, requisite agenda item forms part of the notice convening AGM for ratification of appointment of Auditor. The Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

The Auditor’s Report does not contain any qualifications, reservations, adverse remarks or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 during the financial year ended March 31, 2018.

29.2 Secretarial Auditors

Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed

M/s. BNP & Associates, Practising Company Secretaries to conduct the Secretarial Audit for the financial year ended March 31, 2018. The Secretarial Audit Report in Form MR-3 for the FY 2017-18 as received from M/s. BNP & Associates, Practising Company Secretaries forms part of the Board’s Report as “Annexure H”.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

29.3 Cost Auditors

The provisions of Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

30. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

In compliance with the provisions of 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 SEBI Listing Regulations, the Company has formulated a vigil mechanism for Directors and Employees to report concerns, details of which are covered in the Corporate Governance Report which forms part of the Annual Report. Whistleblower Policy has been hosted on Company’s website https://stocksandsecurities.adityabirlacapital.com

31. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has in place an appropriate Policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints, if any, received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We further state that during the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. HUMAN RESOURCES

Your Company believes that human resources will play a critical role in its future growth. With an unswerving focus on nurturing and retaining talent, your Company provides avenues for learning and development through functional, behavioral and leadership training programs, knowledge exchange conferences and providing communication channels for information sharing, to name a few of the initiatives.

33. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company is in compliance with the Secretarial Standards.

34. OTHER DISCLOSURES

Your Directors state that during the financial year 2017-18:

1. The Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

2. The Company did not issue any Sweat Equity shares.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

35. CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to your Company’s operations include global and Indian demand supply conditions, finished goods prices, feed stock availability and prices, cyclical demand and pricing in your Company’s principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries within which your Company conducts business and other factors such as litigation and labour negotiations. Your Company is not obliged to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent development, information or events or otherwise.

36. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders and other business associates. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments and all Regulatory bodies.

Your Directors place on record their deep appreciation for the exemplary contribution made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to your Company’s growth.

For and on behalf of the Board of Directors

Aditya Birla Money Limited

Gopi Krishna Tulsian Tushar Shah

Place : Mumbai Director Director

Date : April 26, 2018 DIN : 00017786 DIN : 07504267

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KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
Attention Investors :
No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.
“Investment in securities market are subject to market risks, read all the related documents carefully before investing”.