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Ajcon Global Directors Report, Ajcon Global Reports by Directors
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Ajcon Global

BSE: 511692|ISIN: INE759C01019|SECTOR: Finance - Investments
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Directors Report Year End : Mar '15    Mar 14
The Directors have great pleasure in presenting the Twenty Eighth
 Annual Report and the company''s audited financial statement for the
 financial year ended 31st March, 2015.
 
 FINANCIAL RESULTS                                     (Rupees in ''000)
 
                                                Year Ended   Year Ended
 
 Particulars                                    31.03.2015   31.03.2014
 
 Income from Operations and Other Income         55,912.87    51,587.99
 
 Profit before Interest & Depreciation           15,895.36    13,968.59
 
 Less: Interests Bank charges                     6,200.54     5,637.13
 
 Less: Depreciation                               4,471.11     4,204.89
 
 Profit before Tax                                5,223.71     4,126.57
 
 Less: Provision for Taxation                     2,312.70     2,058.37
 
 Profit after Tax 2,911.01 2,068.20
 
 Less: Deferred Tax Expenses/(Savings)             (810.37)     (533.29)
 
 Net Profit                                       3,721.38     2,601.49
 
 Add: Surplus brought forward                    43,441.55    40,840.06
 
 Less: Adjustment for change in depreciation 
 due to provisions of Schedule II of               (549.29)
 Company Act, 2013 charged to reserves.
 
 Balance carried to Balance Sheet                46,613.64    43,441.55
 
 OPERATIONS
 
 The operations of the Company for the year under review have resulted
 in the gross profit of Rs. 15,895.36 thousand as against Rs. 13,968.59
 thousand in the previous year. After providing for interest,
 depreciation and taxes, the Company has recorded a net profit of Rs.
 3,721.38 thousand as against Rs. 2,601.49 thousand in the previous year.
 The gross revenue stood at Rs. 55,912.87 thousand as against Rs. 51,587.99
 thousand during the previous year.
 
 DIVIDEND
 
 In order to conserve the resources for expansion of business and
 working capital needs, your Directors do not recommend any dividend.
 
 SHARE CAPITAL
 
 There was no change in the Authorized and Paid up share capital of the
 Company during the year.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with the Companies Act, 2013 (the Act) and Accounting
 Standard (AS) - 21 on Consolidated Financial Statements, the audited
 Consolidated Financial Statements are provided in the Annual Report.
 
 SUBSIDIARY COMPANIES
 
 The Company has three subsidiaries as on March 31, 2015. There are no
 associate companies within the meaning of Section 2(6) of the Companies
 Act, 2013 (Act). There has been no material change in the nature of
 the business of the subsidiaries.
 
 A separate statement containing the salient features of the financial
 statements of all the subsidiary companies of your Company forms part
 of consolidated financial statements in compliance with Section 129 and
 other applicable provisions, if any, of the Companies Act, 2013. The
 financial statements of the subsidiary companies and related
 information are available for inspection by the members at the
 Registered Office of your Company during business hours on all days
 except Saturdays, Sundays and public holidays up to the date of the
 Annual General Meeting (AGM) as required under Section 136 of the
 Companies Act, 2013. Any member desirous of obtaining a copy of the
 said financial statements may write to the Company Secretary at the
 Registered Office of your Company. The financial statements including
 the consolidated financial statements, financial statements of the
 subsidiary companies and all other documents required to be attached to
 this report have been uploaded on the website of your Company
 (www.aicononline.com).
 
 The financial performance of the subsidiary companies included in the
 consolidated financial statements of your Company is set out in the
 note No. 24 of the Notes to Accounts in Consolidated Financial
 Statements.
 
 PUBLIC DEPOSITS
 
 During the financial year 2014-15, your Company has not accepted any
 deposit within the meaning of Sections 73 and 74 of the Companies Act,
 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
 
 PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS
 
 The Company has not made any loan or given any Guarantees during the
 year which are covered under the provisions of section 186 of the
 Companies Act, 2013. The details of the investment made by Company
 during the year are given in the notes to the financial statements.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 The provisions of Companies Act, 2013 regarding Corporate Social
 Responsibility are not attracted to the company yet.  Therefore Company
 has not constituted a Corporate Social Responsibility Committee. The
 provisions of a Corporate Social Responsibility shall be complied by
 the Company as and when applicable.
 
 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
 THE COMPANY WHICH HAVE OCCURRED BETWEEN 31st MARCH. 2015 AND 10th
 AUGUST. 2015 (date of Report).
 
 There were no material changes and commitments affecting the financial
 position of the Company between the end of financial year (31st March,
 2015) and the date of the Report (10th August, 2015).
 
 DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL
 PERSONNEL
 
 In accordance with the provisions of Section 178 and other applicable
 provisions if any, of the Companies Act, 2013 read with the Rules
 issued thereunder and Clause 49 of the Listing Agreement, the Board of
 Directors at their meeting held on 29* May, 2014 formulated the
 Nomination and Remuneration Policy of your Company on the
 recommendations of the Nomination and Remuneration Committee. The
 salient aspects of the said policy, covering in the Nomination and
 Remuneration Policy, covering the policy on appointment and
 remuneration of Directors and other matters have been outlined in the
 Corporate Governance Report of the Company which forms part of this
 Report.
 
 The Managing Director and Whole-Time Directors of the Company do not
 receive any remuneration from any of the subsidiary companies of the
 Company.
 
 PARTICULARS OF EMPLOYEES & RELATED DISCLOSURES
 
 None of the employees of the Company are in receipt of remuneration
 exceeding the limit prescribed under rule 5 (2) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
 Consequently statement pursuant to Section 197(12) of the Companies Act
 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and
 Remuneration of Managerial Personnel) Rules, 2014 is not required to be
 included.
 
 Disclosures pertaining to remuneration and other details as required
 under Section 197(12) of the Act read with Rule 5(1) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
 provided in the Annual Report.
 
 Having regard to the provisions of the first proviso to Section 136(1)
 of the Act, the Annual Report excluding the aforesaid information is
 being sent to the members of the Company. The said information is
 available for inspection at the registered office of the Company during
 working hours and any member interested in obtaining such information
 may write to the Company Secretary of the Company and the same will be
 furnished on request.
 
 DIRECTORS AND KEY MANAGERIAL PEROSNNEL
 
 Pursuant to the provisions of section of 149 of the Act, which came
 into effect from 1st April, 2014. Mr. Narayan Atal, Mr.  Samir Biswas
 and Mr. Rajendra Bakiwala were appointed as Independent Directors at
 the Annual General Meeting of the Company held on 14* August, 2014. The
 terms and conditions of appointment of Independent Directors are as per
 Scheduled IV of the Act.
 
 During the year, the Board of Directors appointed Mrs. Ragini Chokshi
 as an Additional Director of the Company w.e.f.  14* February, 2015.
 Mrs. Ragini Chokshi holds office as a Director up to the date of this
 Annual General Meeting. The Company has received a notice along with
 the deposit of requisite amount under Section 160 of the Act from a
 member proposing Mrs. Ragini Chokshi as a candidate for the office of a
 Director of the Company.
 
 In accordance with the provisions of Companies Act, 2013 Mr. Anuj
 Ajmera (DIN: 01838428), Executive Director retires by rotation and
 being eligible has offered himself for re-appointment.
 
 Mr. Ashok Ajmera, Chairman and Managing Director & CEO , Mr. Ankit
 Ajmera, Whole -Time Director & CFO , Mr. Anuj Ajmera, Whole -Time
 Director and Mr. Shailendra Pathak, Company Secretary are the Key
 Managerial Personnel of the Company in accordance with the provisions
 of Sections 2(51), 203 of the Companies Act, 2013 read with Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
 
 DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
 
 The company has received declarations from all the independent
 Directors of the company confirming that they meet the criteria of
 independence as laid down under section 149(6) of the Companies Act,
 2013 and clause 49 of listing agreement with the Stock Exchange.
 
 BOARD EVALUATION
 
 Pursuant to the provisions of companies Act, 2013 and clause 49 of the
 Listing Agreement, the Board has carried out annual performance
 evaluation of its own performance, the Directors individually as well
 the evaluation of the working of its Audit, Nomination & Remuneration,
 Stakeholder Relationship Committee and Risk Management Committee.
 
 BUSINESS RISK MANAGEMENT
 
 Although the company has long been following the principle of risk
 minimization as is the norm in every industry, it has now become a
 compulsion. Therefore, in accordance with clause 49 of the listing
 agreement the Board members were informed about risk assessment and
 minimization procedures after which the Board formally adopted steps
 for framing, implementing and monitoring the risk management plan for
 the company.
 
 The main objective of this policy is to ensure sustainable business
 growth with stability and to promote a pro-active approach in
 reporting, evaluating and resolving risks associated with the business.
 In order to achieve the key objective, the policy establishes a
 structured and disciplined approach to Risk Management, in order to
 guide decisions on risk related issues.
 
 In today''s challenging and competitive environment, strategies for
 mitigating inherent risks in accomplishing the growth plans of the
 Company are imperative. The common risks inter alia are: Regulations,
 competition, Business risk, Technology obsolescence, Investments,
 retention of talent and expansion of facilities.
 
 Business risk, inter-alia, further includes financial risk, political
 risk, fidelity risk, legal risk.
 
 As a matter of policy, these risks are assessed and steps as
 appropriate are taken to mitigate the same.
 
 INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
 
 The Company has adequate system of internal control to safeguard and
 protect from loss, unauthorized use or disposition of its assets. All
 the transactions are properly authorized, recorded and reported to the
 Management. The Company is following all the applicable Accounting
 Standards for properly maintaining the books of accounts and reporting
 financial statements. The internal auditor of the company checks and
 verifies the internal control and monitors them in accordance with
 policy adopted by the company. The Company continues to ensure proper
 and adequate systems and procedures commensurate with its size and
 nature of its business.
 
 VIGIL MECHANISM / WHISTLE BLOWER POLICY
 
 Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
 of the Companies (Meetings of Board and its Powers) Rules, 2014 and
 Clause 49 of the Listing Agreement, the Board of Directors had approved
 the Policy on Vigil Mechanism/ Whistle Blower in its meeting held on
 29* May, 2014 and the same was hosted on the website of the Company.
 This Policy inter-alia provides a direct access to the Chairman of the
 Audit Committee. Your Company hereby affirms that no Director/ employee
 have been denied access to the Chairman of the Audit Committee and that
 no complaints were received during the year.
 
 BOARD MEETINGS
 
 During the year four Board Meetings and one Separate Meeting of
 Independent Directors was held. The details of which are given in
 Corporate Governance Report. The provisions of Companies Act, 2013 and
 listing agreement were adhered to while considering the time gap
 between the two meetings.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 To the best of their knowledge and belief and according to the
 information and explanations obtained by them, your Directors make the
 following statements in terms of Section 134(3)(c) of the Companies
 Act, 2013;
 
 a) that in the preparation of the annual financial statements for the
 year ended March 31, 2015, the applicable accounting standards have
 been followed along with proper explanation relating to material
 departures, if any;
 
 b) that such accounting policies as mentioned in Notes to the Financial
 Statements have been selected and applied consistently and judgment and
 estimates have been made 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, 2015 and of the profit of the Company for the year ended on that
 date;
 
 c) that proper and sufficient care has been taken for the maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 2013 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 d) that the annual financial statements have been prepared on a going
 concern basis;
 
 e) that proper internal financial controls were in place and that the
 financial controls were adequate and were operating effectively;
 
 f) that systems to ensure compliance with the provisions of all
 applicable laws were in place and were adequate and operating
 effectively.
 
 RELATED PARTY TRANSACTIONS
 
 All related party transactions that were entered into during the
 financial year were on arm''s length basis and were in the ordinary
 course of the business. There are no materially significant related
 party transactions made by the company with Promoters, Key Managerial
 Personnel or other designated persons which may have potential conflict
 with interest of the company at large.
 
 All Related Party Transactions are placed before the Audit Committee
 for the approval.
 
 The policy on Related Party Transactions as approved by the Board has
 been uploaded on the Company''s website
 http://ajcononline.com/Related_Party_Transaction.asp. None of the
 Directors has any pecuniary relationships or transactions vis-a-vis the
 Company.
 
 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
 
 There are no orders passed by the Regulators / Courts which would
 impact the going concern status of the Company and its future
 operations.
 
 AUDITORS
 
 Members of the Company at the 27th Annual General Meeting had appointed
 M/s. Bhatter and Co.(Firm Registration No.  131092W), Chartered
 Accountants as Statutory Auditors of the Company for a period of three
 years upto the conclusion of 30th Annual General Meeting of the Company
 subject to ratification of such appointment by the members at every
 Annual General Meeting. Accordingly, ratification of appointment of
 M/s. Bhatter and Co. as Statutory Auditor of the Company is proposed at
 the ensuing Annual General Meeting
 
 AUDITORS'' REPORT
 
 The observations made by the Auditors in their Report read with the
 relevant notes as given in the notes on financial statements for the
 year ended 31st March, 2015 are self-explanatory and therefore do not
 call for any further comments.
 
 SECRETARIAL & INTERNAL AUDITOR
 
 Pursuant to provisions of Section 204 of the Companies Act, 2013 read
 with Rule 9 of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules 2014, your Company engaged the services of
 M/s. Kothari H. & Associates, Company Secretary in Practice, Mumbai to
 conduct the Secretarial Audit of the Company for the financial year
 ended March 31, 2015.
 
 The Secretarial Audit Report (in Form No. MR. 3) is attached as
 Annexure- A to this Report.
 
 M/s Atul Donde & Co., Chartered Accountants, Mumbai have conducted the
 internal audit periodically and submitted their reports to the Audit
 Committee and their reports were reviewed by Audit Committee from time
 to time.
 
 CORPORATE GOVERNANCE
 
 The Company is committed to maintain highest standards of Corporate
 Governance. To comply with conditions of Corporate Governance, pursuant
 to Clause 49 of the Listing Agreement with the Stock Exchange,
 Management Discussion and Analysis Report, Corporate Governance Report
 and Auditor Certificate and shareholders information form a part of
 this Annual Report.
 
 ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The prescribed particulars of conservation of energy, technology
 absorption as stipulated under Section 134 of the Companies Act, 2013
 read with the Companies (Accounts) Rules, 2014 are not applicable to
 your company as we are neither a manufacturing company nor the
 operation of your Company are not energy intensive. However, the
 disclosure regarding the same are set-forth below:
 
 a) Conservation of Energy: Adequate measure has been taken for
 conservation of energy and efficient use of resources.  Company follows
 principles of Green IT.
 
 b) Technology Absorption: The Company is vigil on technology absorption
 as per the requirement of its business operations. However, during the
 year there was no acquisition of new technology.
 
 c) Foreign Exchange Earning & Outgo: During the year foreign exchange
 earnings were NIL (P.Y. Rs. 1040.14 thousand). The expenditure in foreign
 currency amounted to Rs. 242.35 thousand (P.Y. Rs.  525.46 thousands).
 
 EXTRACT OF ANNUAL RETURN
 
 The details forming part of the extract of the Annual Return in form
 MGT 9 is annexed herewith as Annexure -B.
 
 TRANSFER OF UNPAID AND UNCLAIMED AMOUNT TO IEPF
 
 The dividends which remain unpaid/unclaimed for a period of seven
 years, have been transferred on due date by the Company to the Investor
 Education and Protection Fund (IEPF) established by the Central
 Government. The company was required to transfer the sum of Rs. 135.33
 thousand to the IEPF and the same has been transferred to said fund
 within stipulated time in accordance with the relevant provisions of
 the Companies Act, 1956 (1 of 1956) and rules made thereunder.
 
 INSURANCE
 
 All the properties of the Company are adequately insured. The Company
 is also adequately insured for its activities as stock & currency
 brokers and depository participant.
 
 DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
 PROHIBITION AND REDRESSAU ACT. 2013.
 
 The Company has zero tolerance for sexual harassment at work place and
 has adopted a policy on prevention, prohibition and redressal of sexual
 harassment at workplace in line with the provision of Sexual Harassment
 of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
 and the rules framed thereunder.
 
 Your Directors further state that as on date there is no case filed
 pursuant to the Sexual Harassment of Women at Workplace (Prevention,
 Prohibition and Redressal) Act 2013.
 
 HUMAN RESOURCES
 
 The well-disciplined workforce is the very foundation of the company''s
 major achievements and shall continue for the years to come. The
 management has always carried out systematic appraisal of performance
 and imparted training at periodic intervals. The company has always
 recognized talent and has judiciously followed the principle of
 rewarding performance.
 
 ACKNOWLEDGEMENTS
 
 Your Directors wish to place on record their thanks and gratitude to
 Company''s bankers, Institutional and other clients and customers, SEBI,
 NSE, BSE, MCX-SX, CDSL and other Authorities for their support,
 co-operation, guidance and assistance. The Board is also grateful to
 the shareholders for their continued confidence. The Board also
 expresses its deep sense of gratitude to Bank of India for its
 continued support for the Online Share Trading by its customers under
 the tie up with the Company.
 
 The Board of Directors takes this opportunity to express their
 appreciation of the sincere efforts put in by the staff and executives
 at all the levels and hopes that they would continue their dedicated
 efforts in the future also.
 
                                                   By Order of the Board
 
 Place: Mumbai                                               AshokAjmera
 
 Date : 10.08.2015                          Chairman & Managing Director
Source : Dion Global Solutions Limited
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