Dear Members,
The Board of Directors are pleased to present the 41st Annual Report of
the Company along with the Audited Financial Statements for the financial year ended March
31, 2025.
Financial Results
The Company's financial performance (standalone and consolidated) for
financial year ended on March 31, 2025 is summarised as below:
( in Lakh)
Particulars |
|
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from Operations |
416.05 |
461.77 |
7,264.08 |
4,239.88 |
| Other income |
251.51 |
85.32 |
522.16 |
469.15 |
Total income |
667.56 |
547.09 |
7,786.24 |
4,709.03 |
Total Expenses (Excluding |
162.35 |
237.16 |
6,849.13 |
4,545.14 |
Depreciation & Finance Cost) |
|
|
|
|
Profit / loss before Depreciation/ |
505.21 |
309.93 |
937.11 |
163.89 |
Finance Cost and tax expenses |
|
|
|
|
| Less: Finance Cost |
669.48 |
693.55 |
1,002.36 |
1,110.71 |
| Less: Depreciation |
117.40 |
116.86 |
209.67 |
162.24 |
Profit/(loss) before tax |
(281.67) |
(500.48) |
(274.32) |
(1,109.06) |
Tax Expense |
|
|
|
|
| Current Tax |
- |
- |
- |
- |
| Deferred Tax |
- |
- |
1.92 |
(2.01) |
| MAT credit entitlement |
- |
- |
- |
- |
| Prior Period tax |
0.06 |
1.80 |
0.06 |
4.08 |
Profit /(Loss)after Tax
Carried to Balance Sheet |
(281.73) |
(502.28) |
(276.30) |
(1,111.33) |
| Paid up Equity Share Capital |
824.6 |
824.6 |
824.6 |
824.6 |
| EPS (Equity Shares of Rs. 10/- each) |
(3.42) |
(8.82) |
(3.35) |
(19.51) |
| Basic & Diluted (in Rs.) |
|
|
|
|
State of Company's Affairs
Standalone:
On a standalone basis, your Company's gross earnings increased to Rs.
667.56 lakh from Rs. 547.09 lakh as compared to previous year. The year ended with a loss
of Rs. 281.73 lakh as compared to loss of Rs. 502.28 lakh in the previous year.
The Company has let out its office premises on lease/ leave and license
basis to Group Companies. The Company has earned a revenue of Rs. 115.36 lakh from its
investment activities.
Consolidated:
On a consolidated basis, the gross revenue increased to Rs. 7786.24
lakh as compared to Rs. 4709.03 lakh in the previous year and loss at Rs. 276.30 lakh as
against loss of Rs. 1111.33 lakh in the previous year.
Pursuant to Section 136 of the Companies Act, 2013 (The
Act), the audited financial statements, including the Consolidated Financial
Statements and related information of the Company and the separate financial statements of
each of the subsidiary companies, are available on the Company's website at
http://acmfsl.com/Home/InvestmentInformation#,Any member desirous of inspecting or
obtaining copies of the audited financial statements, including the CFS, may write to the
Company Secretary at cs@acm.co.in A List of Subsidiary Companies is provided in the notes
to Consolidated Financial Statements (CFS). The financial performance of the
Company's Subsidiaries for the financial year ended March 31, 2025 is provided below:
i. Asit C Mehta Investment Interrmediates Limited (ACMIIL)
ACMIIL is a material subsidiary of the Company, engaged in
providing a wide range of financial services including Broking, Research & Analysis
and the distribution of Portfolio Management Services (PMS), Mutual Funds and other
financial products. It is a highly trusted name in the Indian financial services industry
and a reputed corporate member of both the Bombay Stock Exchange (BSE) and the National
Stock Exchange of India (NSE). ACMIIL is also a registered Depository Participant (DP)
with the Central Depository Services (India) Limited (CDSL).
Established in 1983, ACMIIL has grown into a prominent brand in the
online trading space. Over the past 42 years, it has assisted over 2 lakh customers in
building their wealth through well-structured investment portfolios.
ACMIIL offers a variety of financial products, including: iBasket:
A professionally curated collection of stocks developed using scientific investment
approach. iBasket aims to ensure capital safety by selecting companies with strong balance
sheets, foster capital appreciation by identifying undervalued opportunities, leverage
long-term growth trends through thematic investing and uncover market inefficiencies by
targeting under-the-radar sectors.
Portfolio Management Services (PMS): ACMIIL's PMS offerings are
managed by seasoned fund managers who tailor investment portfolios to meet individual
financial goals. The investment strategy blends a scientific, data-driven approach with
the value investing philosophies of renowned investors like Benjamin Graham and Warren
Buffett. This dual approach helps in managing portfolio risk while identifying
fundamentally strong, undervalued stocks with long-term wealth creation potential. The
focus is to deliver meaningful value to investors who place their trust.
ii. Edgytal Fintech Investment Services Private Limited
(EDGYTAL)
EDGYTAL, a Subsidiary of the Company is in the business of developing
and maintaining FINTECH platform to support distribution of marketable Securities. The
revenue of EDGYTAL was Rs. 3.66 Lakhs, with a net loss of Rs. 1.92 Lakhs.
Details of Material Changes from the end of financial year till the
date of this Report
There were no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year 2024-25
and the date of this report.
Management Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the Listing
Regulations), the Detailed Business Overview / an analysis of the Business and
Financial Results is given in the Management Discussion and Analysis, which forms part of
this Annual Report is annexed to the Report as Annexure - II.
Dividend
Your Directors have not recommended any Dividend.
Transfer to Reserves
During the financial year under review, your Company has not proposed
to transfer any amount to the reserve.
Deposits
During the year under the review, your Company has not accepted any
deposit from the public/members under Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
Subsidiaries, Associate and Joint venture
During the year under the review, your Company had the following
Subsidiary Companies within the meaning of Section 2 (87) of the Act.:
i. Asit C Mehta Investment Interrmediates Limited ii. Edgytal Fintech
Investment Services Private Limited
Your Company has no associate & joint venture companies.
Pursuant to the provisions of Section 129 (3) of the Act, a separate
statement containg salient features of financial statements of Subsidiary Companies in
Form AOC-1 is appended as an Annexure-I to this Report.
Directors and Key Managerial Personnel
As on March 31, 2025, the Board of Directors comprised of 6 (six)
Directors, 4 (four) of which are Independent Director, 2 (two) Non-Executive Director
Women Directors [Promoter(s) & Promoter(s) Group], Company Secretary & Compliance
Officer and Manager & Chief Financial Officer (CFO).
Changes in Directors
i. Appointment of Directors: Independent Director
The Board of Directors of the Company at their meetings held on May 23,
2024 and June 29, 2024, based on the recommendations of the Nomination and Remuneration
Committee, inter alia, approved the following appointments, respectively, on the Board of
the Company: a. Mr. Suresh Kumar Jain (DIN: 05103064), appointed as an Additional
(Non-Executive Independent) Director, for a period of Five (5) years commencing from May
23, 2024, and the same has been approved by the members of the Company on August 11, 2024
through postal ballot, through Special Resolution. b. Mr. Krishan Kumar Jalan (DIN:
01767702), appointed as an Additional (Non-Executive Independent) Director, for a period
of Five (5) years commencing from June 29, 2024 and the same has been approved by the
members of the Company on August 11, 2024 through postal ballot, through Special
Resolution.
In the opinion of the Board, Mr. Suresh Kumar Jain and Mr. Krishan
Kumar Jalan bring on board the required experience, integrity, expertise, and relevant
proficiency which will add tremendous value to the Board in exercising their role
effectively. The requisite declarations and eligibility confirmations under the provisions
of the Act and the Listing Regulations were received from Mr. Suresh Kumar Jain and Mr.
Krishan Kumar Jalan for considering their appointment as Independent Directors.
ii. Cessation of Independent Director
Mr. Pundarik Sanyal (DIN: 01773295), ceased to be an Independent
Director of the Company upon completion of his second term on July 31, 2024.
The Board expressed its appreciation for the support and guidance
provided by him during his tenure as an Independent Director of the Company.
iii. Resignation of Non-Executive Director
During the year under review, Mr. Asit C Mehta (DIN: 00169048),
Non-Executive Director of the Company, tendered his resignation from the position of
Director and Chairman of the Company, with effect from the close of business hours on
October 29, 2024.
The Board expressed appreciation for the support and guidance provided
by him during his tenure as a Chairman & Director of the Company.
iv. Liable to retire by Rotation and subsequent re-appointment
In accordance with the provisions of Section 152 and other applicable
provisions, if any, of the Act and the Articles of Association of the Company, Mrs. Deena
Asit Mehta (DIN: 00168992), Non-Executive Director of the Company, is liable to retire by
rotation at the ensuing AGM and being eligible offered herself for re-appointment. The
resolution for the re-appointment of Mrs. Deena A. Mehta is being placed for the approval
of the shareholders of the Company at the ensuing AGM. The required information as
stipulated under Regulation 36 of the Listing Regulations and Secretarial Standard on
General Meetings issued by ICSI, has been disclosed in the Annexure to the Notice of the
AGM.
Key Managerial Personnel:
Mr. Binoy Dharod, Manager & CFO and Mr. Puspraj R. Pandey, Company
Secretary & Compliance Officer, are the Key Managerial Personnel (KMP) of
the Company in accordance with the provision of Sections 2(51) and 203 of the Act read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Mr. Dharod was appointed as Manager of the Company by the Board w.e.f.
February 08, 2024 for a period of Five (5) years which was approved by the members by
passing Special Resolution on May 07, 2024 through Postal Ballot.
Directors' Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Act, the Board, to
the best of their knowledge, belief and ability and explanations obtained by them, confirm
that: 1. in the preparation of the Annual Financial Statements for the Financial Year
ended March 31, 2025, the applicable accounting standards had been followed along with
proper explanation relating to material departures, if any; 2. 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, 2025 and of the loss of the Company for that period; 3. the
Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
4. the Directors had prepared the annual accounts on a going concern
basis;
5. the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively; and 6. 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.
Declaration of Independent Directors
Independent Directors of the Company have given their declarations to
the Company under Section 149(7) of the Act and Regulation 25 (8) of the Listing
Regulations, that they meet the criteria of independence as laid down under Section 149(6)
of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors
have also confirmed that they have complied with the Company's Code of Conduct &
Ethics.
Number of Board Meetings
During the year under review, 7 (Seven) meetings of the Board were
held, the details of the Meetings have been given in the Corporate Governance Report,
forming the part of this Annual Report.
Committees of the Board
The Company has constituted 3 (Three) committees namely Audit
Committee, Nomination & Remuneration Committee and Stakeholders Relationship
Committee. All the recommendations made by the Committees were accepted by the Board. A
detailed note on the composition of the Board and its Committees, governance of committees
including its terms of reference, number of committee meetings held during the financial
year 2024-25, and attendance of the members, is also provided in the Report of Corporate
Governance forming part of this Annual Report. During the year under review, Mr. Pundarik
Sanyal, Independent Director of the Company, ceased to be a Director of the Company upon
completion of his second term on July 31, 2024.. Your Company has re-constituted the
committees w.e.f. August 02, 2024 as detailed below:
Audit Committee:
The Audit Committee presently comprises of Mr. Krishan Kumar Jalan
(Chairman), Mr. Ambareesh Baliga, Ms. Madhu Lunawat and Mr. Suresh Kumar Jain.
Nomination and Remuneration Committee (NRC):
The NRC presently comprises of Mr. Ambareesh Baliga (Chairman), Mr.
Krishan Kumar Jalan, Mrs. Deena Asit Mehta and Mr. Yagnesh Parikh.
Stakeholders Relationship Committee (SRC):
The SRC presently comprises of Mrs. Deena Asit Mehta (Chairperson), Mr.
Krishan Kumar Jalan, Mr. Ambareesh Baliga, Ms. Madhu Lunawat and Mr. Suresh Kumar Jain.
Independent Directors Meeting
During the year under review, the meeting of Independent Directors was
held on March 19, 2025 to review the performance of Board and to assess the quality,
quantity and timeliness of the flow of information between the Management and the Board of
the Company.
Annual Evaluation of Board's Performance, its Committees and Individual
Directors
Pursuant to the provisions of section 134(3)(p) the Act and the Listing
Regulations, the Board Members have carried out an annual performance evaluation of its
own performance, the Directors individually as well as evaluation of its Committees. The
Board and Nomination and Remuneration Committee reviewed the performance of Individual
Directors, the Board as a whole, Committees of the Board and Chairman after taking into
consideration feedback received from Directors and committee members. The evaluation was
done on various parameters such as vision and strategy, participation, disclosures of
interests, good governance, leadership skills, operations, business development, human
resources development, corporate communication etc. The feedback received from Directors
were then consolidated and placed before the Committee / Board for its evaluation. The
Directors expressed their satisfaction with the evaluation process.
Policy on Directors' Appointment and Remuneration and other Details
The Board has framed a Policy relating to the appointment of Directors,
payment of Managerial remuneration, Directors' qualifications, positive attributes,
Independence of Directors and other related matters as provided under Section 178 (3) of
the Act, based on the recommendation of Nomination and Remuneration Committee. The details
of this Policy have been disclosed in the Corporate Governance Report which forms part of
this Report.
The weblink of the policy is as follows
https://izadmin.investmentz.com/ACMFSLFILE/Nomination-Remuneration-Policy4688.pdf
Vigil Mechanism and Whistle Blower Policy
Pursuant to the provisions of Section 177(9) of the Act read with Rule
7 of the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended from time to
time) and Regulation 22 of the Listing Regulations, the Company has framed Vigil
Mechanism/Whistle Blower Policy to enable Directors and employees to report genuine
concerns or grievances, significant deviations from key management policies and report any
non-compliance and wrong practices, e.g., unethical behaviour, fraud, violation of law,
inappropriate behaviour/conduct etc.
The functioning of the Vigil Mechanism is reviewed by the Audit
Committee from time to time. None of the Directors or employees have been denied access to
the Chairman Audit Committee of the Board. The weblink of the policy is as follows
https://izadmin.investmentz.com/ACMFSLFILE/Whistle_Blower_Policy9383.pdf
Auditors i) Statutory Auditors and Auditors' Report
Pursuant to the provisions of Section 139 of the Act read with the
Companies (Accounts) Rules, 2014 (as amended from time to time), M/s. Manek &
Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company
by the Members at the 40th Annual General Meeting (AGM) of the Company held on
Monday September 30, 2024 for a term of 3 (Three) years commencing from the conclusion of
40th AGM till the conclusion of 43rd AGM of the Company.
The Auditors have confirmed that they are not disqualified to continue
as Auditors and are eligible to hold office as Auditors of the Company.
The Audit Committee reviews independence and objectivity of the
Auditors and effectiveness of the audit process.
The Statutory Auditors' Report issued by M/s. Manek & Associates,
for the year under review does not contain any qualification, reservations, adverse
remarks or disclaimer.
The Notes to Accounts referred to in the Auditors' Report are
self-explanatory, therefore, do not call for any further clarifications under Section
134(3)(f) of the Act.
ii) Internal Auditors
Pursuant to the provisions of Section 138 of the Act read with the
Companies (Audit and Auditors) Rules, 2014 (as amended from time to time), M/s. MAKK &
Associates (FRN 117246W), Chartered Accountants, were appointed as the Internal Auditors
of the Company by the Board of Directors at their meeting held on May 23, 2024 to conduct
internal audit for the financial year 2024-25. The periodic reports of the said Internal
Auditors are regularly placed before the Audit Committee along with the comments of the
management on the action taken to correct any observed deficiencies on the working of the
various departments.
iii) Secretarial Auditor and Secretarial Auditor's Report
M/s. Hemanshu Kapadia & Associates, Practising Company Secretaries,
was appointed as the Secretarial Auditor of the Company at the Board meeting held on May
23, 2024 for the financial year ended March 31, 2025. The Secretarial Auditor confirmed
that the Company has complied with the applicable laws and that there are adequate systems
and processes in your Company commensurate with its size and scale of operations to
monitor and ensure compliance with the applicable laws. The Report of the Secretarial
Auditor, pursuant to Section 204 of the Act, is provided in the Annexure III
forming part of this Report which is self-explanatory and do not call for any further
comments, except for following observations:
1. There is no independent director appointed in the material
subsidiary namely Asit C Mehta Investment Interrmediates Ltd as required under Regulation
24(1) of the SEBI (LODR) Regulation, 2015. The Board of Directors of Asit C Mehta
Investment Interrmediates Ltd at its meeting held on February 8, 2024 passed a resolution
appointing Mr. Pundarik Sanyal as an Independent Director of the Company subject to the
approval from Stock-Exchanges, which was not received till March 31, 2024. We have been
informed that the said approval was pending due to pendency of application for fresh
registration of the Company, as a stock broker pursuant to indirect change in control, as
advised by the Stock Exchanges. Notably, the term of Mr. Pundarik Sanyal ended on July 31,
2024 and therefore the Company has complied with the same after approval of application
for fresh registration by appointing Mr. Krishan Kumar Jalan and Mr. Suresh Kumar Jain
Independent Directors of Listed entity on the Board of material subsidiary effective from
December 11, 2024.
Explanation by Board of Directors:
The Board of Directors of the Material Subsidiary at its meeting held
on February 08, 2024, has passed a resolution to appoint Mr. Pundarik Sanyal, (an
Independent Director of the Company) as an independent Director of unlisted material
subsidiary subject to approval of Stock-Exchanges (BSE & NSE) pursuant to SEBI (Stock
Broking Regulations), Regulations, 1992 and approval from Stock-Exchanges was pending till
March 31, 2024, due to pendency of application for fresh registration as a stock broker
pursuant to indirect change in control, as advised by the Stock Exchanges.
Notably, the term of Mr. Pundarik Sanyal ended on July 31, 2024 and
therefore the Company has complied with the same after receiving approval for fresh
registration by appointing Mr. Krishan Kumar Jalan and Mr. Suresh Kumar Jain Independent
Directors of Listed entity on the Board of material subsidiary effective from December 11,
2024.
2. As per SEBI (LODR) Regulations and BSE Vide Circular no.
DCS/COMP/28/2016-17 30th March, 2017 and SEBI Master Circular No. SEBI/HO/CFD/
PoD2/CIR/P/2023/120 dated July 11, 2023, Listed entities are required to submit the
Statement on Impact of Audit Qualifications for audit report with modified opinion or a
Declaration for audit report with unmodified opinion (as applicable) in PDF and XBRL mode
to the stock exchanges while submitting the annual audited financial results. Further
Filing of Financial Results and Audit Qualifications for audit report with modified
opinion or a Declaration for audit report with unmodified opinion under Regulation 33 of
LODR in XBRL Mode within 24 hours of submission of results in PDF and the Company has not
reported XBRL within 24 hours.
We have been informed that due to ambiguity in Regulation 33(3)(d), the
management's interpretation was that the aforesaid provision shall be applicable in case
of modified opinion only. However the Company received email from BSE vide dated June 05,
2024 for Non submission of Statement of Impact of Audit Qualifications or Declaration of
unmodified audit report in XBRL for the year ended March 31, 2024. Thereafter the Company
immediately filed the same with BSE in XBRL mode on June 06, 2024.
Explanation by Board of Directors:
The Company has submitted the disclosure to the Exchange on May 23,
2025 however, due to ambiguity in Regulation 33(3)(d) of the Listing Regulations, the
interpretation was that it is applicable for modified opinion (i.e. if there is any
qualification, observations in the Statutory Audit Report) and not for unmodified opinion,
thereafter the Company received email from BSE on June 05, 2024 for Non-submission
of Statement of Impact of Audit Qualifications or Declaration of unmodified Audit Report
in XBRL for the year ended March 31, 2024 and on next day i.e. on June 06, 2024 the
Company filed the same with BSE in XBRL mode.
3. As per SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated
December 31,2024, BSE Notice No. 20250113-56 dated January 13, 2025 and BSE Notice No.
20250113-56 dated January 13, 2025, the due date for filing of quarterly submissions
related to the XBRL utility of Integrated Filing (Governance) and Integrated Filing
(Financial) for the quarter ended December 31, 2024 was February 14, 2025 (being first
quarterly filing). However, Company has submitted the same to Stock Exchange on February
20, 2025.
We have been informed that the management's interpretation was that the
said regulation shall be applicable from Quarter ended December, 2024. However, the
Company received an email from BSE on February 19, 2025 for Non-submission of Corporate
Governance Report and/or Statement of Investor Complaints and/or Integrated Filing
(Governance) for the quarter ended December 31, 2024. Thereafter the Company got the same
clarified from BSE and subsequently filed on next day i.e. February 20, 2025.
Explanation by Board of Directors:
Due to ambiguity in SEBI Circular No.
SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31,2024 and being applicable first
time, the Company was of the opinion that it is not applicable from Quarter ended
December, 2024 and complied with the relevant regulations i.e. Regulations 13(3), 27(2)
and 33 of SEBI (LODR) Regulation, 2015 instead of Integrated Fillings requirements.
Further, the Company received an email from BSE on February 19, 2025 for Non-submission of
Corporate Governance Report and/or Statement of Investor Complaints and/or Integrated
Filing (Governance) for the quarter ended December 31, 2024. The Company has got the same
clarified from BSE and subsequently filed on next day i.e. February 20, 2025.
The Secretarial Audit Report of Asit C Mehta Investment Interrmediates
Limited, a material subsidiary of the Company for the financial year 2024-2025 is also
annexed herewith as Annexure IIIA to this Report.
During the year under the review the Board subject to the members
approval at the ensuing Annual General Meeting recommends appointment of M/s. Hemanshu
Kapadia & Associates, Practising Company Secretaries, as the Secretarial Auditors of
the Company for a period of 5 (Five) Years commencing from the conclusion of ensuing AGM.
Cost Audit
Pursuant to the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain
cost records and conduct cost audit.
Internal Financial Control Systems
The Company has established and maintained adequate Internal Financial
Controls (IFCs) commensurate with the size and nature of its operations. These
controls are designed to provide reasonable assurance regarding the reliability of
financial reporting, safeguarding of assets, prevention and detection of fraud and errors,
accuracy and completeness of accounting records, and the timely preparation of financial
statements in accordance with applicable accounting standards. Please refer to the
paragraph on Internal Control Systems and their Adequacy in the Management Discussion
& Analysis section for detailed analysis.
Risk Management
The provisions of Regulation 21 of the Listing Regulations w.r.t. the
constitution of Risk Management Committee are not applicable to the Company; however, your
Company has formulated the Risk Management Policy to assess and mitigate the Risk.
The Audit Committee and Board has an additional oversight in the area
of financial risks and controls. The major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered in the
Management Discussion and Analysis which forms a part of this Annual Report.
Corporate Social Responsibility
The provisions of Section 135 of the Act regarding Corporate Social
Responsibility are not applicable to the Company.
Secretarial Standards
The Company has complied with the applicable Secretarial Standards as
prescribed by the Institute of Company Secretaries of India.
Business Responsibility & Sustainability Report
The provisions of the Listing Regulations w.r.t. the Business
Responsibility & Sustainability Report are not applicable to the Company.
Particulars of Loans, Guarantees or Investments
Particulars of Loans given, guarantees provided and investments made
are provided in the Notes to the financial statements.
Related Party Transactions
All related party transactions that were entered during the financial
year were on arm's length basis and in the ordinary course of the business. There were 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 were placed before the Audit Committee
& Board for their approval whenever applicable and prior omnibus approval for ordinary
business transactions which are of repetitive nature is also obtained from the Audit
Committee and accordingly the required disclosures were made to the Committee on quarterly
basis.
The disclosure of the Related Party Transactions as required under
Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for financial year
ended March 31, 2025 and not attached herewith.
Corporate Governance
Your Company believes in adopting best practices of corporate
governance, which form the core values of the Company. These guiding principles are also
articulated through the Company's code of Business Conduct, Corporate Governance
Guidelines and disclosure policy.
As per Regulation 34 read with Schedule V of the Listing Regulations, a
separate section on corporate governance practices followed by your Company, together with
a certificate from Practising Company Secretary on compliance with corporate governance
norms under the Listing Regulations, forms part this Annual Report.
Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct to regulate, monitor and
report trading by designated persons and their immediate relatives as per the requirements
under the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by
designated persons while trading/ dealing in Company's shares and sharing Unpublished
Price Sensitive Information (UPSI).
The Company reviewed and complied with Regulation 9 (A) of Securities
and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
The Company's obligation to maintain a digital database, mechanism for
prevention of insider trading and handling of UPSI, and the process to familiarize with
the sensitivity of UPSI. Further, it also includes code for practices and procedures for
fair disclosure of unpublished price sensitive information which has been made available
on the Company's website at
https://izadmin.investmentz.com/ACMFSLFILE/Code_of_Fair_Disclosure_and_Conduct2318.pdf
Information Required under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 (POSH Act)
Your Company follows a gender-neutral approach in handling complaints
of sexual harassment. Since the number of employees does not exceed limit prescribed under
POSH Act the provision of constitution of Internal Complaints Committee (ICC) to consider
and address sexual harassment complaints in accordance with the POSH Act is not
applicable. The status of complaints received under the POSH Act is as under:
| Sr. No. |
Particulars |
Status |
| (a) |
number of complaints of sexual harassment
received in the year; |
Nil |
| (b) |
number of complaints disposed off during the
year; and |
Nil |
| (c) |
number of cases pending for more than ninety
days. |
Nil |
Particulars of Employees
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure
- IV Human Resources
Please refer to the paragraph on Human Resources in the Management
Discussion & Analysis section for detailed analysis forming a part of this Annual
Report.
Particulars regarding Conservation of Energy and Research and
Development and Technology Absorption
The information required under section 134(3)(m) of the Companies Act,
2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is given below:
a. Conservation of energy
The Company operates in the financial services sector, which inherently
requires minimal energy consumption. As a result, disclosures for below points are not
applicable: i. the steps taken or impact on conservation of energy ii. the steps taken by
the company for utilising alternate sources of energy iii. the capital investment on
energy conservation equipments.
b. Technology absorption
The Company operates in the financial services sector, where the scope
for technology absorption is limited due to the nature of its operations. Accordingly,
disclosures for below points are not applicable: I. the efforts made towards technology
absorption ii. the benefits derived like product improvement, cost reduction, product
development or import substitution iii. in case of imported technology (imported during
the last three years reckoned from the beginning of the financial year)- (a) the details
of technology imported; (b) the year of import; (c) whether the technology been fully
absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the
reasons thereof; and iv. the expenditure incurred on Research and Development.
c. Foreign Exchange Earning as and Outgo
There were no foreign exchange earnings and outgo during the current
financial year
Annual Return
The Annual Return of your Company as provided under Section 92(3) and
134(3)(a) of the Act, for financial year 2024-2025 is available on the website of the
Company at http://acmfsl.com/Home/InvestmentInformation
General Information a. There has been no change in the nature of
business of the Company. b. There were no frauds reported by the Auditors under Sub
section (12) of Section 143 of the Companies (Amendment) Act, 2015, to the Audit
Committee, Board of Directors or Central Government, Independent Directors. c. There are
no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the business of the Company. d. There was no instance
of one-time settlement with any Bank or Financial Institution. e. During the year under
review, no significant material orders were passed by the Regulators or Courts or
Tribunals impacting the going concern status and the Company's operations. f. No employee
stock options were granted to the Directors/ employees of the Company during Financial
Year ended March 31, 2025. g. Voting rights which are not directly exercised by the
employees in respect of shares for the subscription/purchase of which, loan was given by
the Company. h. There has been no Issue of equity shares with differential rights as to
dividend, voting or otherwise, i. There has been no Issue of shares (including sweat
equity shares) to employees of the Company under any scheme, j. The Company is committed
to adopting best human Resource practice and confirms compliance with the applicable
provisions of the Maternity Benefit Act, 1961, as an when applicable..
Acknowledgements and Appreciation
The Board places on record its deep sense of appreciation for continued
co-operation received from the banks, Govt. & Regulatory authorities, clients,
vendors, Shareholders and team members.
For and on behalf of the Board of Directors
|
Deena A. Mehta |
Madhu Lunawat |
|
Director |
Director |
|
(DIN: 00168992) |
(DIN: 06670573) |
Mumbai, July 31, 2025 |
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