We have pleasure in presenting theAnnual Report of the Company and the audited statement of accounts for the year ended 31st March, 2014.Asummary of the financial results is given below. The performance of the Company during the year improved robustly compared to that of the last year.
This report has been prepared on the basis of the legal requirements under the Companies Act, 1956. As per General Circular No.08/2014 issued by the Ministry of Corporate Affairs (MCA) dated 04/04/2014, the provisions of the CompaniesAct, 2013 will become applicable for all disclosures required under theAct for the year 2014-15 and subsequent years.
FINANCIAL HIGHLIGHTS:
The financial performance of the Company, for the year ended March 31,2014 is summarized as below:
PARTICULARS 2013 - 2014 2012 - 2013
Income 17,40,00,00 1,62,00,000
Expenditure 3,80,0,000 13,00,000
Profit/ (Loss) before interest & Depreciation 13,60,00,00 1,49,00,000
Less: Interest Nil 2,00,000
Less: Depreciation Nil Nil
Net Profit/ (Loss) for the year before taxation 13,60,00,00 1,47,00,000
Less: Provision for Taxation 42,00,000 41,00,000
Net Profit / (Loss) after Deferred Tax 94,00,000 1,06,00,000
During the year under review, the company made a net profit of Rs. 94,00,000/- during the year under review as compared to Rs. 1,06,00,000/-during the previous year. Our gross profit is more than previous year but increase in operational expenses has impacted the net profits during the year under review.
Alsoduring the year under review, the Company issued shares 13,50,000 of Rs. 10eachat apremiumof Rs. 40/- per share to the promoters of the Company so as to bring liquidity in the Company by way of fresh fund infusion in the Company and the funds have been utilized for the purpose for which they were raised. This has helped building investors confidence in the Company and will help company to achieve better performance in the coming years.
FUTURE OUTLOOK
The Company has drawn detailed plans to improve the performance by increasing the revenue stream by initiating the following steps:
- Expand the suite of products and enhance the customer base of retail clients
- Aggressively pitch for and secure an increased market share in the investment banking business Increase interaction with the institutional investors and tapping of the business through value addition/research products.
DIVIDEND:
After considering the financial results for the financial year, your Directors are of the opinion that it is prudent that no dividend be declared for the year under review so that the profits earned in the financial year can be ploughed back and utilized towards various growth and other expansion plans.
AUDITORS:
The StatutoryAuditors of the Company M/s SRY &Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are not seeking re-appointment. M/s Bhadresh Sanghvi and Associates , CharteredAccountants are to be appointed in place of M/s SRY &Associates, CharteredAccountants.
Your Directors propose appointment of M/sBhadresh Sanghvi and Associates, Chartered Accountants, whose appointment as been duly approved by the Audit Committee and who shall hold office from the conclusion of this meeting till the conclusion of the sixth annual general meeting, with this meeting being counted as the first meeting and will be subject to ratification in every Annual General Meeting till the sixthAnnual General meeting by way of passing of an ordinary resolution and to fix their remuneration.
Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under theAct, the Chartered AccountantsAct, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of theAct.
RESTRUCTURING OFTHE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIESACT2013 :
The Board of Directors in its meeting held on 14th August 2014 reconstituted the Board of Directors of the Company in pursuant to various provisions of the CompaniesAct 2013 as follows:
Sr Name of Directors Designation KMP position held No.
2. Meeta Rathod Whole Time Director Chief Executive Officer
3. Navin Rathod Chairman & Whole Time Director Chief Financial Officer
4. Sagar Ruparelia Non Executive Independent-Director -
5. Tejas Nagindas Mehta Non Executive Independent-Director -
6. Vandana Bhanushali Non Executive Independent-Director -
The Auditors' Report to the shareholders on the Accounts of the Company for the Financial year ended March 31,2014 does not contain any qualification and the statements made therein are self - explanatory.
PUBLIC DEPOSITS AND LOANS/ADVANCES :
Your Company has not accepted any deposits as specified under section 58Aof the CompaniesAct, 1956 from the public, or its employees and, as such, the question of repayment of any amount of principle or interest does not arise.
SUBSIDIARY:
Aarya Equity (India) Private Limited, the subsidiary Company is in the business of Share Brokers as the member of Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). Being a new business, it has taken some time to establish the requisite manpower, experience and expertise. Now the company is fully geared up to take a major plunge into the business of Share Broking and the coming year looks more promising.
In compliance with the requirement of section 212 of the Companies Act, 1956, Directors' Report along with the Statement of Accounts of Aarya Equity (India) Private Limited, the subsidiary of your Company, for the year ended 31st March 2014 are appended to theAnnual Report.
LISTING ARRANGEMENTS:
Stock Exchange Address
THE LUDHIANA STOCK LSE Building, Feroze Gandhi Market,
EXCHANGE LIMITED Ludhiana - 141 001
THE BOMBAY STOCK EXCHANGE 25th Floor, Phiroze Jee Jee Bhoy Towers,
Dalal Street, Mumbai - 400 001
THE DELHI STOCK EXCHANGE DSE House, 3/1 Asaf Ali Road,
LIMITED New Delhi-110002
MANAGEMENT DISCUSSIONANDANALYSIS REPORT:
In accordance with the provisions of Clause 49 of the Listing agreement entered into with the Stock Exchange, the Management Discussion and Analysis Report is given separately and forms a part of the Annual Report.
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance. Your Directors affirmed to the requirements set out in the Listing Agreement with the Stock Exchanges and have implemented all the stipulations prescribed.
The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of theAnnual Report.
The requisite certificate from the Auditors of the Company, M/s. SRY & Associates, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.
COMPANY SECRETARY AS THE KEY MANAGERIAL PERSONNEL:
Pursuant to provisions of section 203, the Company is putting its efforts to appoint whole time Company Secretary who will act as the Key Managerial Personnel under the provisions of Companies Act 2013
DEPOSITORY SYSTEM:
Majority of the shares of Your Company is compulsorily tradable in electronic form. As on 31st march, 2014, 86.86% of the Total Equity Shares Capital was held in dematerialized form with the National Securities Depository Limited (NDSL) and Central Depository Services (India) Limited (CDSL).
In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the Depositories.
CAPITAL & FINANCE:
During the year under the review, the Company has consolidated the Face Value of Shares from Re.1/-to Rs. 10/-and also has made an issue of Equity Shares in form of Preferential Allotment to M/s. Aroha Chem Trading LLP and thus there has been change in the issued capital of the Company which as on 31st March, 2014 stands at Rs. 12,39,83,900/- consisting of 1,23,98,390 Equity Shares of Rs. 10/- each. Further, funds raised through preferential issue have been utilized in accordance with the terms of the issue and for the purpose for which the funds were raised)
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:
(i) In the preparation of the annual accounts for the year ended March 31,2014 the applicable accounting standards read with requirements set out under Schedule VI of the Companies Act, 1956, have been followed and there are no material departures from the same;
(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014 and of the profit of the Company for the year ended on that date;
(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and
(iv) The Directors have prepared the annual accounts of the Company on a 'going concern' basis. PARTICULARS OF EMPLOYEE:
During the year under review, no employee of the Company was in receipt of remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (particulars of employees) Rules, 1975.
Thus furnishing of particulars under the Companies (particulars of employees) Rules 1975 does notarise.
DISCLOSURE OF MATERIAL CHANGES SINCE THE END OF THE FINANCIALYEAR ENDED 31ST MARCH, 2014:
There has not been any material change in the nature of business or operation of the Company since the end of the financial year ended 31st March, 2014 till the date of thisAnnual Report.
INFORMATION UNDERSECTION 217(1)(E) OFTHE COMPANIESACT, 1956
I. Conservation of Energy
Your Company being engaged in non manufacturing business does not have any activity relating to conservation of energy.
II. Research & Development (R&D)
Specific R&DActivities: There is no Research and Development activity in the Company.
Benefits derived as a result of above R&D: N.A.
Future Plan ofAction: NIL Expenditure on 'R&D': NIL
III. TechnologyAbsorption,Adaptation and Innovation
Efforts in brief made towards Technology absorption etc.: NA Benefits derived as a result of above: N.A
Technology imported, years of Import, Has technology been fully absorbed- If not fully absorbed, areas where this has not taken place, reasons there for and future plans of action: N.A
IV. Foreign exchange earnings and outgo
During the period under review, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings.
ACKNOWLEDGEMENT:
The Board Expresses it's great gratitude and thanks to the clients, business associates, principals, bankers, regulators, exchanges, depositories and shareholders for their valuable contribution towards the progress of the company. Your Directors particularly wish to place on record their sincere appreciation of the best efforts, put in by the employees at all levels.
By Order of the Board of Director
Dated : 14th August, 2014 sd/-
Bhavesh Makwana DIN : 00459316 Managing Director