Your Directors have pleasure in presenting the 30thAnnual Report together with the audited statement of accounts for the year ended 31stMarch, 2024
FINANCIALRESULTS
The summarized financial results for the year ended 31stMarch, 2024 are as under:
(Amount in Rs.)
Particulars
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2023-24
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2022-23
|
Profit before Interest, Depreciation and Tax
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29,24,124
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23,63,415
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Interest
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3,04,577
|
2,94,098
|
Depreciation
|
-
|
-
|
Exceptional Item
|
-
|
23,471
|
Profit(Loss)Before Tax
|
26,19,547
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20,45,846
|
Provision for taxation
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7,48,451
|
68,295
|
Profit(Loss)After Tax
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18,71,096
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19,77,551
|
OPERATIONS
The income and profits of the Company are majorly derived from interest income.
AMOUNT TO BE CARRIED TO RESERVE
The Company has not transferred any amount to the reserves during the period under review. DIVIDEND
During year under review, your Director do not recommend dividend.
SHARE CAPITAL
The paid up equity share capital as on 31stMarch 2024 was Rs.3,00,02,000/-divided into 30,00,200 equity share of Rs.10/- each.
During the year under review the company has not made any fresh issue of shares.
TRANSFER OF UNPAID/UNCLAIMED DIVIDEND
The Company does not have any amount of Unpaid /Unclaimed Dividend which is required to be transferred to the Investors Education & Protection fund as required under Section of the Companies
Act. There are no other statutory amount like outstanding unpaid Refund Amount on Share Applications, unpaid interests or principal of Deposits and Debentures etc. lying with the company which are required to be transferred to Investors Education and Protection Fund.
COMPLIANCE WITH THE LISTING AGREEMENT
The Company's shares are listed on BSE Ltd. and Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
> MATERIAL CHANGE
Appointment of CFO of the Company on 29th June 2023 DEPOSITS
The company has not accepted the deposits during the year under review, which is not in compliance of the statutory provisions.
CORPORATE SOCIAL RESPONSIBILITY
As per Section 135(1) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs.1000 cores or more net profit of Rs. 5 crores or more shall constitute a CSR Committee of the board consisting of three or more directors.
Accordingly, the provision of CSR activities under Companies Act,2013 does not apply to your company.
CORPORATE GOVERNANCE
A detailed report on corporate governance, together with a certificate from the Secretarial Auditor, in compliance with the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements),Regulations 2015, is attached as part of this report .
Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.
PARTICULARS OF THE EMPLOYEES:
The Company has no employee to whom the provision of section 197(12) of the Companies Act,2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 apply hence not applicable to the company.
JOINT VENTURE COMPANY/ASSOCIATES
The Company has no Joint Venture Company/Associates as on date of this Balance Sheet.
SUBSIDIARY
The Company has no subsidiary as on date of this Balance Sheet dated March 31st, 2024. CONSOLIDATION OF ACCOUNTS
In accordance with the Notification issued by the Ministry of Corporate Affairs, Government of India to amend the Companies (Accounts) Rules,2014, vide notification dated 14th October 2014, No.G.S.R. 723(E), in Rule 6, after existing provision of the Companies (Accounts) Rules,2014. As such Consolidation of Accounts is not Applicable for the current financial year 2023- 2024.
RELATED PARTY TRANSACTION
All related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. All the Related party transactions are pre¬ approved by the Audit Committee.
During the year, the Company has not entered into any contract/arrangement with related parties which could be considered materially significant related party transactions. Therefore AOC-2 is not required to be attached.
The details of the transaction with Related Party are provided in the accompanying financial statement.
EXTRACTS OF ANNUAL RETURNS
The details forming Part of the Extracts of Annual Returns can be accessed through website of the company i.e.www.amarnathsecurities.co.in.
Shareholders can assess the extract of annual return through link: www.amarnathsecurities.co.in.
DISCLOSURE OF INFORMATION AS REQUIREDUNDER SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013(ACT) READ WITH THE COMPANIES (ACCOUNTS)RULES, 2014.
(i) CONVERSION OF ENERGY
The Additional information required under the Act relating to conservation of energy is not applicable to your company.
(ii) TECHNOLOGY ABSORPTION
The Additional information required under the Act relating to technology absorption is not applicable to your company.
(iii) FOREIGN EXCHANGE EARNINGS OR OUTGO
The company has no foreign exchange earnings or outgoes during the year under review. SECRETARIAL STANDARDS
The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS - 1) and Secretarial Standard on General Meetings (SS - 2) effective from July 1, 2015.Your Company complies with the same.
AUDITORS:
Statutory Auditors
M/S SDPM & Co. Chartered Accountants (Firm RegistrationNo.126741W) has been appointed as Statutory Auditors up to financial year 2026-27.
The Ministry of Corporate Affairs vide its Notification dated May 7, 2018 had dispensed with the requirement of ratification of Auditor's appointment by the shareholders, every year. Hence, there solution relating to ratification of Auditor's appointment is not included in the Notice of the ensuing Annual General Meeting.
The Auditors' Report does not contain any qualification, reservation or adverse remark, Independent Auditors Report Annexed which forms part of this Annual Report.
Internal Auditors
Pursuant to the provision of Section 138 of the Companies Act, 2013 and the Companies (Accountants) Rules, 2014, the company has adequate internal audit system.
Secretarial Audit
Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, the company has appointed M/s Shivam Sharma & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is ass a part of this Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company maintains adequate internal control systems, which provide, amongst other things, adequate support to all its operations and effectively handle the demands of the Company's financial management systems.
The Company has in place effective systems safeguarding the assets and interest of the Company and ensuring compliance with law and regulations. The Company's internal control systems are supplemented by an extensive program of internal audit conducted to ensure adequate system of internal control.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of Companies Act, 2013, as amended, with respect to the Directors Responsibility Statement, it is here by confirmed that:
i. In the preparation of the accounts for the financial year ended 31st March, 2024 the applicable
Accounting Standards have been followed along with proper explanation relating to material pastures;
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 31stMarch, 2024 and of the Profit and Loss of the Company for the year ended 31stMarch,2024.
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 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors have prepared the annual accounts for the financial year ended 31stMarch, 2024 on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and those systems we read equate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Directors of your company are well experienced with expertise in their respective fields of technical, finance and strategic and operational management and administration .None of the directors of your company are disqualified under the provision of companies Act 2013. During the period under review, no Non-Executive Director of your Company had any pecuniary relationship or transactions with the Company except as stated elsewhere in this Report and in the notes to the accounts.
All the appointment of the Directors of the company is in compliance with the provisions of Section 164 of the Companies Act, 2013.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under section149 (6) of the Companies Act, 2013 and according to LODR Regulation.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of Regulation 25(7) of the Listing Regulations,2015 the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization Programme conducted are available on the website of the Company www.amarnathsecurities.co.in
EVALUATION O FPERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTOR
During the year, the evaluation of the annual performance of individual directors including the Chairman of the Company and Independent Directors, Board and Committees was carried out under the provisions of the Act and relevant Rules and the Corporate Governance requirements as
prescribed under Regulation 17 of Listing Regulations, 2015 and the circular issued by SEBI dated January 5, 2017 with respect to Guidance Note on Board Evaluation. The Nomination and Remuneration Committee had approved the indicative criteria for the evaluation based on the SEBI Guidance Note on Board Evaluation.
The Chairman of the Company interacted with each Director individually, for evaluation of performance of the individual directors.
In a separate meeting of Independent Directors, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non¬ executive Directors.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as structure and diversity of the Board, experience of Director, strategy and performance evaluation, secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the management from the Board etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the Board and contribution to decisions of the Board. The Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as knowledge and competency, fulfillment of functions, availability and attendance, initiative integrity contribution and commitment, independence, independent views and judgment etc.
NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company met 6 (Six) times during the financial year. The details of Board Meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.
For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report .
COMMITTEES OF THE BOARD
Your company has three (3) statutory committee of the Board of Director as on March 31, 2024. Details given in the Corporate Governance Report.
Statutory Committees:
• Audit committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
The details pertaining to composition of Audit Committee are included in the Corporate Governance
Report, which forms a part of this Report.
CORPORATE GOVERNANCE REPORT
A detailed Report on Corporate Governance and Certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, 2015, are enclosed as a separate section and forms a part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, detailed review of operations, performance and future outlook of the company is covered under Management's Discussion &Analysis which forms a part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
Being Non-Banking Financial Company (NBFC) Provision of Section 186 of the Companies Act 2013 is not applicable.
NON-BANKING FINANCIAL COMPANIES (RESERVEBANKOFINDIA) DIRECTIONS
The Company follows the RBI Directive regarding NBFC Business.
PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE
Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder. The Company arranged various interactive awareness workshops in this regard for the employees in the Corporate Office during the financial year. During the financial year ended March 31, 2024 no complaint pertaining to sexual harassment was received by the Company.
VIGIL MECHANISM POLICY
The company has devised an effective Vigil Mechanism for stakeholders including Directors, shareholders, employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy to freely communicate their concerns about illegal or unethical practices. The policy has been explained in detail in the website of company i.e.www.amarnathsecurities.co.in.
SIGNIFICANT OR MATERIAL ORDER PASSED BY REGULATORS/COURTS
During the year under review, No Material Order has been passed by the Regulators/Courts.
SECRETARIAL STANDARDS
DETAILS OF FRAUD, IF ANY REPORTED BY THE AUDITORS
There have been no instances of fraud reported by Auditors pursuant to Section 143(12) of the Companies Act, 2013.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has under taken an audit for the financial year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued there under.
The Annual Secretarial Compliance Report submitted by your Company to the Stock Exchanges is provided which forms part of this report.
APPRECIATIONS AND ACKNOWLEDGEMENT:
The Board wish to express their appreciation for the continued co-operation of the Government of India, Governments of various States in India, bankers, financial institutions, Shareholders, customers, dealers, suppliers and also, the valuable assistance. The Directors also wish to than all the employees for their contribution, Support and continued commitment throughout the year.
SD/-
Date: September 04, 2024 Mr. Naresh Padhir
Place: Mumbai Whole-time Director
DIN:08379067
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