Dear Members,
Your Directors are pleased to present the 31st Annual Report on the
operational and business performance of the Company together with the Audited Financial
Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2023.
1. FINANCIAL SUMMARY / HIGHLIGHTS
The summarized financial performances for the Financial Year ended March 31, 2023 are
as under :
(Rs. In Lakhs)
| Particulars |
2022-23 |
2021-22 |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
| Total Income |
3,538.65 |
21,479.00 |
415.26 |
8,719.00 |
| Profit before Finance cost and Depreciation |
3,285.23 |
15,908.00 |
239.74 |
5,304.00 |
| Less: Finance cost |
577.40 |
310.00 |
48.14 |
511.00 |
| Profit before Depreciation |
2,707.83 |
15,598.00 |
191.6 |
4,793.00 |
| Less: Depreciation |
1.81 |
226.00 |
0.56 |
247.00 |
| Profit before Exceptional Items |
2,706.02 |
15,372.00 |
191.04 |
4,546.00 |
| Profit before Tax |
2,706.02 |
15,372.00 |
191.04 |
4,546.00 |
| Less: Current Tax |
690.01 |
3,190.00 |
56.38 |
520.00 |
| Income Tax for earlier years |
0.49 |
(16.00) |
0.30 |
(10.00) |
| Deferred Tax |
(9.50) |
12.00 |
(3.39) |
(8.00) |
| Profit after Tax |
2,025.02 |
12,186.00 |
137.75 |
4,044.00 |
| Other comprehensive Income |
35.80 |
38.00 |
1.79 |
35.00 |
| Total Comprehensive Income |
2,060.83 |
12,224.00 |
139.54 |
4,079.00 |
Financial Highlights of Subsidiaries/Associates
(Rs. In Lakhs)
|
2022-23 |
| Particulars |
Total Income |
Total Expenses |
Profit/(Loss) for the year |
| Almondz Global Securities Limited |
2,952.94 |
2,552.35 |
327.41 |
| Anemone Holdings Private Limited |
10,801.08 |
53.96 |
8,429.93 |
| Almondz Infosystem Private Limited |
0.31 |
1.23 |
(0.93) |
| Apricot Infosoft Private Limited |
5.57 |
1.44 |
3.59 |
| Avonmore Developers Private Limited |
Nil |
0.15 |
(0.15) |
| Red Solutions Private Limited |
1.01 |
120.71 |
(109.25) |
| Glow Apparels Private Limited |
Nil |
1.22 |
(0.70) |
PERFORMANCE REVIEW AND THE STATE OF COMPANY'S AFFAIRS:
Your Company has prepared the Financial Statements for the financial year ended March
31, 2023 in terms of Sections 129, 133 and Schedule III to the Companies Act, 2013 (as
amended) (the "Act") read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended. The total income of your Company on standalone basis was Rs.
3,538.65 Lakhs as compared to Rs. 415.26 lakhs for the previous financial year
2021-2022 Profit before tax (PBT) was Rs.2,706.02 Lakhs as compared to Rs.
191.04 Lakhs in the previous financial year 2021-2022. The Company's consolidated
total income for the financial year 2022 23 was Rs.21,479.00 Lakhs as compared to Rs.8,719.00
Lakhs in the previous financial year 2021-22. Consolidated Profit tax (PBT) was Rs.
15,372.00 Lakhs as compared to Rs.4,546.00 Lakhs in the previous financial year
2021-22.
2. DIVIDEND
The Board of Directors does not recommend any dividend on the Equity Shares of the
Company for the current financial year.
3. TRANSFER TO RESERVE FUND
Under section 45-IC (1) of Reserve Bank of India (‘RBI') Act, 1934, non-banking
financial companies (‘NBFCs') are required to transfer a sum not less than 20% of its
net profit every year to reserve fund before declaration of any dividend. Accordingly,
Avonmore Capital & Management Services Limited (the ‘Company') has transferred a
sum of Rs.405.48 Lakh to its reserve fund.
4. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY
Information on State of Affairs of the Company is given in the Management Discussion
and Analysis Report in accordance with Regulation 34(3) and Schedule V(C) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
5 . CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in accordance with Indian
Accounting Standards notified under the Companies (Indian Accounting Standards) Rules,
2015 (‘Ind AS'), forms part of the Annual Report and are reflected in the
Consolidated Financial Statements of the Company. The annual accounts of the subsidiaries
companies and related detailed information are available on the website of the Company and
the same may be obtained by writing to the Company Secretary at the Registered e-mail ID
of the Company. The consolidated financial results reflect the operations of Subsidiaries
Companies.
The Company has adopted a Policy for determining Material Subsidiaries in terms of
Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations''). The Policy, as approved by the
Board, is uploaded on the Company's website www.avonmorecapital.in
6 . CASH FLOW STATEMENT
In conformity with the provisions of Listing Regulations, the Cash Flow Statement for
the year ended March 31, 2023 is annexed hereto.
7. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS
There have been 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 and
the date of this Report. Except, that during the year, pursuant to the provisions of
Section 68 and other applicable provisions of the companies act, 2013 and SEBI (Buyback of
Securities) Regulations 2018, the Board of Directors of the company at their meeting held
on 30th May, 2022 approved the buyback of 9,17,680 (Nine Lakh Seventeen Thousand Six
Hundred Eighty) fully paid-up equity shares of face value of Rs. 10/- each ("Equity
Share") representing approx. 3.78 % of the total number of fully paid-up Equity
Shares in the paid up share capital of the Company at a price of Rs. 95 (Rupees Ninety
Five only) per Equity Share (the "Buy Back Offer Price") payable in cash for an
aggregate consideration not exceeding Rs. 8,71,79,600 (Rupees Eight Crore Seventy One Lakh
Seventy Nine thousand Six Hundred only ) (the "buyback offer size").
The Buyback was completed successfully and accordingly, 9,17,680 equity shares has been
extinguished w.e.f.28th July, 2022.
8. RBI GUIDELINES
The Company is registered with the Reserve Bank of India as a NBFC within the
provisions of the NBFC (Reserve Bank of India) Directions, 1998. The Company continues to
comply with all the requirements prescribed by the Reserve Bank of India as applicable to
it.
9. SHARE CAPITAL
During the year, the issued, subscribed and paid up share capital of the Company as on
31st March, 2023 was at Rs. 2335.32 lakhs divided into 2,33,53,220 Equity Shares of Rs. 10
each. During the year under review, the Company has not issued any shares. Further,
pursuant to the provisions of Section 68 and other applicable provisions of the companies
act, 2013 and SEBI (Buyback of Securities) Regulations 2018, the Board of Directors of the
company at their meeting held on 30th May, 2022 approved the buyback of
9,17,680 (Nine Lakh Seventeen Thousand Six Hundred Eighty) fully paid-up equity shares of
face value of Rs. 10/- each ("Equity Share") representing approx. 3.78 % of the
total number of fully paid-up Equity Shares in the paid up share capital of the Company.
The Buyback was completed successfully and accordingly, 9,17,680 equity shares has been
extinguished. At present the issued, subscribed and paid up share capital of the Company
as on date is 2335.32 lakhs divided into 2,33,53,220 Equity Shares of Rs. 10 each.
10. CHANGE IN NATURE OF BUSINESS
During the year there was no change in the nature of business of the Company.
11. PUBLIC DEPOSITS
Your Company had neither accepted any Public Deposits during the year nor does the
Company have any plan to accept any deposits from the public
12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As on March 31, 2023, your Company has the following entities as its subsidiaries and
Associates:
a. Almondz Infosystem Private Limited
b. Almondz Global Securities Limited
c. Red Solutions Private Limited
d. Apricot Infosoft Private Limited
e. Avonmore Developers Private Limited
f. Anemone Holdings Private Limited
g. Glow Apparels Private Limited Pursuant to sub-section (3) of section 129 of the Act,
the statement containing the salient feature of the financial statement of a Company's
Subsidiary or Subsidiaries, Associate Company or Companies in the prescribed format AOC-1which
form part of the Annual Report as Annexure-I.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statements in respect of subsidiaries, are available on the
Company's website at www.avonmorecapital.in.
13. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES
During the year under review, Willis Towers Watson India Insurance Brokers Private
Limited (Associate through its subsidiary Anemone Holdings Pvt. Limited) ceased to be
associates of Avonmore Capital & Management Services Limited w.e.f. 08.04.2022.
14. MATERIAL SUBSIDIARY
Almondz Global Securities Limited and Anemone Holdings Private Limited is a material
subsidiary of the Company as per the thresholds laid down under the Listing Regulations.
The Board of Directors of the Company has approved a Policy for determining material
subsidiaries which is in line with the Listing Regulations as amended from time to time.
The Policy was revised effective from April 1, 2022 in line with the amendments made to
the Listing Regulations. The Policy has been uploaded on the Company's website at
http://www.avonmorecapital.in/pdf/material_policy.pdf.
15. PERFORMANCE OF SUBSIDIARIES COMPANIES Almondz Global Securities Limited (Subsidiary
Company)
Almondz Global Securities Limited (AGSL) is a leading advisory and consultancy firm
since 1994 which offers a bouquet of services in the Strategic Advisory, Transaction
Advisory, Business Transformation Advisory, Turnaround and restructuring, Risk advisory,
Insolvency activities, Capital raising advisory both in Equity and Debt markets, Valuation
services for Financial assets Wealth management advisory and Equity broking. Almondz was
set up by a team that was young, aggressive and hungry for opportunities to make
profitable deals. With the help of rapidly evolving business models and the flexibility to
adapt to the demands of a changing marketplace, Almondz has been able to deftly navigate
through the Indian Business landscape. Ever since it's foundation over two decades ago,
Almondz has been able to make its mark in the financial services sector.
Responding to changing business dynamics, the group has pivoted to a more diversified
structure of business in the recent past. During the years, Almondz has evolved as a
Consulting Company, known for its' ability to deliver tangible results The Company is
poised to become a company with well-diversified business undertakings, focused on
building strong businesses, creating value and nurturing leadership. Every arm of the
group is being led by young, vibrant leaders with an attention to ethical and legal
practices. As an enterprise Almondz strives to adapt and reinvent itself as the market
evolves, with the ultimate goal to create value for our clients, shareholders and
employees at every step.
Almondz Global Securities Limited has floated different subsidiary and associate
entities to serve the operational purpose of the group. For more details, please visit
Website: www.almondzglobal.com
STEP DOWN SUBSIDIERIES
Almondz Global Infra-Consultant Limited (Step down Subsidiary)
Almondz Global Infra-Consultant Limited (AGICL) is an ISO 9001:2015 certified company,
a Public Limited Company and Wholly Owned Subsidiary of Almondz Global Securities Limited
(AGSL). AGICL provides Consultancy Services in multiple infrastructure sectors especially
in Roads, Bridges, Highways & Tunnels, Smart Cities, Urban Infrastructure, Water &
Waste Water, Tourism, Railways & Metro Rail, Ports & Inland Waterways &
Airport. AGICL has been providing services from concept to commissioning like project
concept Development, Project structuring, Transaction Advisory Planning, Designing,
Engineering, Project Management Consultancy, Supervision as well as Independent Engineers,
safety audits and Operation & Maintenance Services, which has helped AGICL to
establish itself as one of the fastest growing Infra consultancy company in the Country.
AGICL has completed more than 50 projects in the sector of Road and Highways,
Transportation, Urban Infrastructure, water & waste water management, and is currently
handling more than 100 projects in multiple sector like Road and Highway (Feasibility,
DPR, Project supervision, Proof checking Safety Audit), Smart city (Conceptualization,
planning and implementation), Transaction Advisory, Urban Infrastructure, Tourism etc.
AGICL derive strength from its in house team of qualified and experienced professionals in
various fields ensure timely execution of the projects. AGICL employs Qualified
professionals in various Fields, who are committed to deliver Quality work with in
Budgeted time and cost. AGICL is having Pan India presence and empaneled with more than 30
Government department and agencies. AGICL has been consistently taking initiatives to
improve the functional efficiency and remain in with the increase in growth of business.
Implementation of ERP system and making collaboration with renowned international firms as
knowledge partners are some of the recent strategic moves initiated by the company to
bring more efficiency in operation and to ensure better corporate governance.. For more
details, please visit Website: www.almondzglobalinfra.com
Premier Alcobev Private limited (Joint Venture of Subsidiary)
PREMIER ALCOBEV PVT. LTD. (PAPL) started its operations in 2015 with the objective of
manufacturing and selling Alcoholic Beverages high quality grain ENA/ Ethanol and other
alcohol products. The Registered office of the Company is located at F-33/3, Okhla
Industrial Area, Phase-II, New Delhi-110020. The Company has a state of the art grain
based Distillery with expanded capacity of 85 KLPD and Modern Bottling Plant for Indian
Made Foreign Liquor and Country Liquor at Plot No-1, Sansarpur Terrace, Industrial Area,
Phase-III, District-Kangra, Himachal Pradesh-176501. The plant is equipped to meet Zero
Liquid Discharge (ZLD). The company is setting up 200 KLPD dedicated Ethanol Plant at its
existing unit in HP. The Company is FSSC 22000 (Version 4.1): ISO TS 22002- 1:2009
certified and is focused in ensuring Total Quality Management. The Company has laid
emphasis on eco-friendly production & strives to excel through implementation of
latest technology. Since inception, the Company has seen quick rise through operational
excellence, customer satisfaction and forward integration of bottling operations along
with sales and distribution of liquor brands. The Company is interested to set up a
Greenfield project for manufacturing and supply of Fuel Ethanol in the state of Odisha up
to 250 KL per day to be able to increase Ethanol supply and contribute to achieve the
national targets of 10% blending. For more details, please visit
Website:https://paplgroup.com/ home.php
Almondz Finanz Limited (Step down Subsidiary)
Almondz Finanl Limited (AFL) was incorporated in 2006 as a wholly owned subsidiary
company of Almondz Global Securities Limited. AFL is registered with Reserve Bank of India
as a non-deposit accepting Non Banking Financial Company (NBFC-ND) engaged in providing
loans to corporate as well as trading of debt and equity. For more details, please visit
Website: www.almondz. com
Skiffle Healthcare Services Limited (Step down Subsidiary)
Skiffle Healthcare Services Limited (SHSL), was incorporated in December, 2012 with the
main objective of setting up Super-Specialized Eye Care Centres in and around Delhi/NCR.
The Company at present is running four eye centres in Delhi and Uttar Pradesh under the
brand of "Itek Vision Centre" by providing state-of-the art technology,
maintaining high standard of ethical practice and professional competency with emphasis on
transparency and highest level of hospitality. The Company has adopted the latest means to
meet the norms, rules, and regulations set by local, State, and national authorities. The
centres are specialised in Cataract, Glaucoma, Paediatric, Neuro-ophthalmology, Cornea,
Retina, LASIK and Oculoplasty services. For more details, please visit
Website:www.itekvisioncentre.com
Almondz Financial Services Limited (Step down Subsidiary)
Almondz Financial Services Limited is a well-diversified financial services company
which offers a broad range of financial products and services including investment
banking, corporate advisory, valuation services, wealth advisory and research analyst to a
substantial and varied client base including Corporate, Institutional, High Net Worth
individuals and Retail clients. The company team has experienced management professionals
with a deep understanding of the current business landscape. The Company's corporate
governance model is rooted in ethical practices with a robust structure of internal checks
and balances The Company provides service to its clients through a network of 6 fully
functional offices spread across the country along with 20,000+ registered Sub Brokers.
For more details, please visit Website: https://almondzfinancial.com /
North Square Projects Private Limited (Step down Subsidiary)
North Square Projects Private Limited (NSPPL) is a wholly owned subsidiary of Almondz
Global Securities Ltd as was promoted on 6th August 2012 as a Special Purpose
Vehicle (SPV) to enter in to a Joint Venture for taking up the distillery and bottling
business in the name of Premier Alcobev Private Limited. For more details, please visit
Website:www.almondz.com.
Almondz Commodities Private Limited (Step down Subsidiary)
Almondz Commodities Pvt. Ltd is a subsidiary of Almondz Global Securities Ltd. With
nationwide presence, it enables the retail & corporate investors to diversify their
portfolio and enjoy the benefits of commodity trading in MCX, NCDEX & NSEL. It's
research team empowers investors to make informed investment decisions.
The company offer commodity trading in Gold, Silver, Natural Gas & other
commodities. For more details, please visit Website: www.almondz.com
Avonmore Developers Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object of real estate developers and allied
activities. The Company is yet to start its main business due to lack of suitable
opportunity in the market.
Glow Apparels Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object to manufacture wearing apparel. The Company
is yet to start its main business due to lack of suitable opportunity in the market.
Apricot Infosoft Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object to carry on business in computer related
activities like maintenance of websites, creation of multimedia presentations for other
firms. The Company is yet to start its main business due to lack of suitable opportunity
in the market.
Anemone Holdings Private Limited (Wholly owned Subsidiary)
The Company has been formed with the object to act as holding Company without taking
NBFC activities.
Almondz Infosystem Private Limited (Wholly owned Subsidiary)
The Company is involved in software publishing, consultancy and supply [Software
publishing includes production, supply and documentation of ready-made (non-customized)
software, operating systems software, business & other applications software, computer
games software for all platforms.
Red solutions Private Limited (Wholly owned Subsidiary)
The Company is involved in sale and leasing of shops, showrooms, restaurants etc.
16. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively,
have been duly followed by the Company.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL A. DIRECTORS
As on March 31, 2023, the Board of Directors of your Company consist of 6 (Six)
Directors. Their details are as follows:
| S. No |
Name of the Directors |
Category |
| 1. |
Mr. Govind Prasad Agrawal |
Non-Executive, Non- Independent, Director |
| 2. |
Mr. Ashok Kumar Gupta |
Managing Director |
| 3. |
Mr. Ajay Kumar |
Non-Executive, Independent, Director |
| 4. |
Mr. Shyam Lal Sunder |
Non-Executive, Independent, Director |
| 5. |
Mr. Bhupinder Singh |
Non-Executive, Independent, Director |
| 6. |
Mrs. Ashu Gupta |
Non-Executive, Non Independent, Women Director |
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees and
reimbursement of expenses, if any.
The Board was duly constituted in compliance with Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended
March 31, 2023.
Resignation/Cessation
There has been no change in the composition of Board during the financial year and upto
the date of report.
B. RETIREMENT BY ROTATION Mrs. Ashu Gupta
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mrs. Ashu Gupta, Director of the Company is liable
to retire by rotation for this year and being eligible, offer herself for re-appointment
as Director. Brief resume and other details of Mrs. Ashu Gupta, who is proposed to be
re-appointed as a Director of the Company have been furnished, with the explanatory
statement to the notice of the ensuing Annual General Meeting.
C. KEY MANAGERIAL PERSONNEL
As on March 31, 2023,Mr. Ashok Kumar Gupta, Managing Director, Ms. Sonal, Company
Secretary & Compliance Officer and Mr. Shakti Singh, Chief Financial Officer are the
Key Managerial Personnel of your Company in accordance with the provisions of Sections
2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
18. MEETINGS OF THE BOARD
During the year 5 (Five) meetings of the Board of Directors were held i.e. May 13,
2022, May 30, 2022, August 12, 2022, November 14, 2022 and February 14, 2023.
For further details, please refer report on Corporate Governance forming part of the
Annual Report.
19. STATEMENT ON DECLARATION "CERTIFICATE OF INDEPENDENCE" U/S 149(6) FROM
INDEPENDENT DIRECTORS
The Board has Independent Directors and there is an appropriate balance of skills,
experience and knowledge in the Board to enable it to discharge its functions and duties
effectively. The Independent Directors have submitted disclosure that they meet the
criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
20. AUDIT COMMITTEE
As on 31st March, 2023, The Audit Committee comprises of two Independent
Directors and one Non-Executive Director viz., Mr. Ajay Kumar (Chairman), Mr. Govind
Prasad Agrawal and Mr.Shyam Sunder Lal Gupta as other members. More details on the Audit
Committee are given in Corporate Governance Report. All the recommendations made by the
Audit Committee were accepted by the Board.
21. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
(b) 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 at the end of the financial year of the
profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for 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;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) 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.
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
22. LISTING
The Company is listed with Bombay Stock Exchange Ltd (BSE) and *National Stock Exchange
of India (NSE). The Listing fees to the stock exchange for FY 2023-24 have been paid.
*The Company has been listed with National Stock Exchange of India w.e.f. 4th
January, 2023.
23. AUDITORS
A. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made
there under, the Current auditors of the Company M/s Mohan Gupta & Company, Chartered
Accountants (Firm Registration No. 006519N), were appointed by the shareholders at the
25th Annual General Meeting held to hold office until the conclusion of the 30th Annual
General Meeting.
The Statutory Auditors would retire at the forthcoming Annual General Meeting and being
eligible, offer themselves for reappointment for a second term of 5 consecutive years
commencing from the conclusion of ensuing Annual General Meeting of the Company. The Audit
Committee and the Board at their meeting held on 12th August, 2022 has
considered and recommended the re-appointment of M/s. Mohan Gupta & Company, Chartered
Accountants (Firm Registration Number: 006519N) as Statutory Auditors of the Company for a
second term of 5 consecutive years commencing from the conclusion of the 30th
Annual General Meeting till the conclusion of the 36th Annual General Meeting.
Further, the report of the Statutory Auditors along with notes to Schedules for the year
ended 31st March, 2023 forms part of this Annual Report. The Auditors' Report does not
contain any qualification, reservation or adverse remark.
B. SECRETARIAL AUDITORS:
In terms of section 204 of the Companies Act, 2013 and Rules framed thereunder and on
the recommendation of the Audit Committee, the Board had appointed M/s Neeraj Gupta &
Associates, Company Secretaries in Wholetime Practice, as the Secretarial Auditors of the
Company for the financial year 2022-23. The Report of the Secretarial Audit Report is
annexed herewith as Annexure-II.
In terms of section 204 of the Companies Act, 2013 and Rules framed thereunder and on
the recommendation of the Audit Committee, the Board had appointed M/s Ashu Gupta &
Co, Company Secretaries in Wholetime Practice, as the Secretarial Auditors of the Almondz
Global Securities Limited (AGSL) material subsidiary of the Company for the financial year
2022-23. The Report of the Secretarial Audit Report is annexed herewith as Annexure-III.
In terms of section 204 of the Companies Act, 2013 and Rules framed thereunder and on
the recommendation of the Audit Committee, the Board had appointed M/s Ashu Gupta &
Co, Company Secretaries, in Wholetime Practice, as the Secretarial Auditors of the Anemone
Holdings Private Limited, material subsidiary of the Company for the financial year
2022-23. The Report of the Secretarial Audit Report is annexed herewith as Annexure-IV
The Secretarial Audit Report does not contain any qualification, reservation, adverse
remark or disclaimer.
24. MAINTENANCE OF COST RECORDS
During the period under review, the provision of section 148 of the companies Act, 2013
relating to maintenance of cost records does not applicable to the Company.
25. REPORTING OF FRAUDS BY AUDITORS
There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12)
of Act and Rules framed thereunder.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The provisions of Section 134(3)(m) of the Companies Act, 2013, and the rules made
there under relating to conservation of energy, technology absorption do not apply to your
company as it is not a manufacturing Company. However, your Company has been increasingly
using information technology in its operations and promotes conservation of resources.
There was no foreign exchange inflow or Outflow during the under review.
27. PARTICULARS OF EMPLOYEES
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 Personal) Rules, 2014 are provided in Annexure -V.
28. CORPORATE GOVERNANCE
Your Company has complied with the Corporate Governance requirements under Companies
Act, 2013 and as stipulated under the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. A detailed Report on Corporate Governance
forms part of this Annual Report. A certificate of Statutory Auditor confirming compliance
of the Corporate Governance requirements by the Company is attached to the Report on
Corporate Governance.
29. GROUP COMING WITHIN THE DEFINITION OF GROUPS DEFINED IN THE MONOPOLIES AND
RESTRICTIVE TRADE PRACTICES ACT, 1969(54 of 1969)
The following persons constitute the Group coming within the definition of group as
defined in the Monopolies and Restrictive Practices Act, 1969 (54 of 1969): Mr. Navjeet
Singh Sobti Navjeet Singh Sobti HUF Mrs. Gurpreet N. S.Sobti Innovative Money Matters
Private Limited Almondz Global Securities Limited Rakam Infrastructures Private Limited Or
any other Company, firm or trust promoted or controlled by the above. The above disclosure
has been made; inter alia, for the purpose of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
Since there was no unpaid/unclaimed Dividend declared and paid last year, the
provisions of Section 125 of the Companies Act, 2013 do not apply.
31. ANNUAL RETURN
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return
(Form MGT-7) for the financial year ended March 31, 2023, is available on the Company's
website and can be accessed at www.avonmorecapital.in
32. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
None of the transactions with related parties fall under the scope of Section 188(1) of
the Act. Accordingly, the disclosure of related party transactions as required under
Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023
and hence does not form part of this report. All the transactions with related party has
been disclosed in the financial statement and forming part of this report.
Further, the board has approved a policy for related party transactions which has been
uploaded on the Company's website at the following link www.avonmorecapital.in
33. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Due to its low average profitability, the CSR is not applicable on the Company for the
period under review, the Board of Directors has constituted a Corporate Social
Responsibility Committee to undertake and supervise the CSR Activities of the Company.
During the year under report, no meeting of the Committee was held.
Section 135 of the Act and the Companies (Corporate Social Responsibility Policy)
Rules, 2014 has been amended substantially with effect from 22 January 2021.
In line with the said amendments, the Board of directors has amended the existing
policy. The policy including the composition of the CSR committee is uploaded on the
Company's website www.avonmorecapital.in
34. PARTCULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of loans given, Investments made, guarantees given and securities provided to
other Bodies Corporate or persons as covered under the provisions of Section 186 of the
Act are given in the Standalone Financial Statements.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review, there are no significant or material orders passed by any
regulator, court or tribunal impacting the going concern status and Company's operations
in future.
*The Company has received approval for shifting of registered office from Regional
Director vides its order passed on 17.01.2023, however, due to some technical issue on MCA
portal, the relevant form for shifting of office has not been filed till the period under
report.
36. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation
17(10) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the Nomination and
Remuneration Committee and the Board of Directors have formulated a policy for performance
evaluation (same is covered under the Nomination and Remuneration Policy of the Company)
of its own performance, of various mandatory Committees of the Board and of the individual
Directors. Further, SEBI vide its circular (Ref. no. SEBI/HO/CFD/CMD/ CIR/ P/2017/004)
dated January 5, 2017 issued a guidance note on Board Evaluation for listed companies. In
view of the same and in terms of Board approved Nomination & Remuneration Policy of
the Company, the Independent Directors in their separate meeting held on May 30, 2023
under Regulation 25(4) of the Listing Regulations and Schedule IV of the Companies Act,
2013 had:
(i) reviewed the performance of Non-Independent Directors and the Board of Directors as
a whole;
(ii) reviewed the performance of the Chairperson of the Company, taking into account
the views of executive and non-executive Directors; and
(iii) assessed the quality, quantity and timelines of flow of information between the
Company management and the Board of Directors that was necessary for the Board of
Directors to effectively and reasonably perform their duties.
Further, in terms of the provisions of Regulation 19(4) read with Part D of Schedule II
of the Listing Regulations and Section 178 of the Companies Act, 2013, the performance
evaluation process of all the Independent and Non-Independent Directors of the Company was
carried out by the Nomination and Remuneration Committee in its meeting held on May 30,
2023. Further, in terms of Regulation 17(10) of the Listing Regulations and Schedule IV of
the Companies Act, 2013, the Board of Directors also in their meeting held on May 30, 2023
carried out the performance evaluation of its own performance and that of its Committees
and of the individual Directors. The entire performance evaluation process was completed
to the satisfaction of Board.
37. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF
THE COMPANY
A Risk Management Policy for the Company has been adopted by the Board. The Company
manages risk through a detailed Risk Management Policy framework which lays down
guidelines in identifying, assessing and managing risks that the businesses are exposed
to. Risk is managed by the Board through appropriate structures that are in place at your
Company, including suitable reporting mechanisms.
38. POLICY ON INSIDER TRADING
Your Company formulated and implemented a Code of Conduct for Prevention of Insider
Trading (Code) in accordance with the guidelines specified under the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. The Company
has adopted code of Internal Procedures and Conduct for Regulating, Monitoring and
Reporting of Trading by Insiders in terms of new Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015. The Board of Directors appointed the
Company Secretary, as the Compliance Officer under the said Code responsible for complying
with the procedures, monitoring adherence to the Code for the preservation of price
sensitive information, pre-clearance of trade, monitoring of trades and implementation of
the Code of Conduct under the overall supervision of the Board of Directors. The Code is
available on the website of the Company at www.avonmorecapital.in
39. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 read
with SEBI (LODR) Regulations, 2015 Company has established a Vigil Mechanism for its
Directors and employees to report their genuine concerns or grievances, actual or
suspected fraud or violation of the Codes of Conduct or policy. The said mechanism
encompasses the Whistle Blower Policy and provides for adequate safeguards against
victimization of persons who use such mechanism. It also provides direct access to the
Chairman of the Audit Committee. The said policy is placed on Company's website at
www.avonmorecapital.in.
40. NOMINATION AND REMUNERATION POLICY
In accordance with the provisions of Section 178 of the Companies Act, 2013, the Board
of Directors have adopted a Policy on Directors appointment and remuneration, including
the criteria for determining qualification positive attributes independence of a Director
and other matters. The Remuneration policy for directors, Key Managerial Personnel, Senior
Management and all other employees is aligned to the philosophy on the commitment of
fostering a culture of leadership with trust. The Remuneration policy aims to ensure that
the level and composition of the remuneration of Directors, Key Managerial Personnel and
all other employees is reasonable and sufficient to attract, retain and motivate them to
successfully run the Company. The said policy is uploaded on the website of the Company at
www.avonmorecapital.in.
41. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
A policy on Prevention of Sexual Harassment of Women on working place and the scope of
which cover the whole group has been formulated and implemented. An Internal Complaints
Committee has been constituted to redress the complaints regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this
policy. The following is a summary of sexual harassment complaints received and disposed
of during the year:
a. Number of complaints pending at the beginning of the year: Nil
b. Number of complaints received during the year: Nil
c. Number of complaints disposed off during the year: Nil
d. Number of cases pending at the end of the year: Nil.
42. INTERNAL CONTROL SYSTEMS
Your Company internal control systems are designed to ensure operational efficiency,
accuracy and promptness in financial reporting and compliance with Laws and regulations.
The internal control system is supported by an internal audit process for reviewing the
adequacy and efficiency of the internal controls, including its systems and processes and
compliance with regulations and procedures. Internal Audit Reports are discussed with the
management and are reviewed by the Audit Committee of the Board, which also reviews the
adequacy and effectiveness of the internal controls. Your Company internal control system
is commensurate with its size, nature and operations.
43. DISCLOSURES UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
Your Company has neither filed any application nor any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the reporting year, hence no disclosure is
required under this section. Further, there are no details required to be reported with
regard to difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions as your Company has not done any settlement with any Bank or Financial
Institutions since its inception.
44. DISCLOSURE
As per the SEBI (LODR) Regulations, 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.avonmorecapital. in Policy for determining
material subsidiaries of the Company is available on the website of the Company
www.avonmorecapital. in. Policy on dealing with related party transactions is available on
the website of the Company www.avonmorecapital.in The Company has formulated and published
a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of
the Company to report genuine concerns. The provisions of this policy are in line with the
provisions of the Section 177(9) of the Act and the SEBI (LODR) Regulations.
45. ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the co-operation
and assistance received from shareholders, bankers, regulatory bodies and other business
constituents during the year under review. The Board of Directors also wish to place on
record their appreciation for the commitment displayed by all the employees for their
commitment, commendable efforts, team work and professionalism, in the performance of the
Company during the year.
For and on behalf of the Board of Directors
For Avonmore Capital & Management Services Limited
| Ashok Kumar Gupta |
Govind Prasad Agrawal |
| Managing Director |
Director |
| DIN: 02590928 |
DIN: 00008429 |
Place: New Delhi
Date: August 14, 2023
