To, 

The Members, 


Aryan Share and Stock Brokers Limited 


The Directors of the Company feel amiable in presenting 28th Annual
Report of the Company Along with the Audited Statement of Accounts and Auditors'
Report for the Financial Year ended 31st March 2023. 


1.) FINANCIAL PERFORMANCE: 

(Rs. In lacs) 



  

    
Particulars
    
Current Year (F.Y. 2022-23)
    
Previous Year (F.Y. 2021-22)
  
  

    
Revenue from operations
    
75.75
    
86.10
  
  

    
Other Income
    
103.44
    
44.96
  
  

    
Total Revenue
    
182.19
    
131.06
  
  

    
Expenses(Other than finance cost)
    
111.07
    
75.61
  
  

    
Finance cost
    
0
    
0
  
  

    
Total expenses
    
111.07
    
75.61
  
  

    
Profit before tax
    
71.11
    
55.45
  
  

    
Less: Current tax
    
0.33
    
5.17
  
  

    
Deferred tax
    
16.42
    
9.36
  
  

    
Profit/Loss after tax
    
54.36
    
40.92
  



2) STATE OF COMPANY'S AFFAIRS: 



There is no change in the Nature of the Business of the Company during the Financial
Year 2022-23. The performance of our Company has been satisfactory and to achieve the
healthy growth for its stakeholders. The performance evaluations of the Company are as
under; Revenue: During the financial year 2022-23, the total revenue of the Company has
increased from Rs. 131.06 lacs to Rs.182.19 Lacs. Expenses: In Financial Year ended 31st
March, 2023, the expense of the Company is increased from Rs. 75.61 lacs to Rs. 111.07
lacs as compared to the previous financial year ended on 31st March, 2023 and
the Profit after tax of the company is increased. 


3.) DIVIDEND: 


Keeping in view the growth prospects of the Company the Board of your company has not
recommended any Dividend for the Financial Year 2022-23. 


4.) MATERIAL CHANGES AND COMMITMENTS: 


The Company has not undergone any Material Changes during the Financial Year that may
affect the Financial Worth of the Company in any way. 

There are No Significant and Material orders passed by the Regulators, Tribunals or
Courts which can have a significant impact on the status of the Company of being a going
concern and Company's Operations in future. 


5.) INTERNAL FINANCIAL CONTROL: 


Your Directors state that there are adequate Internal Controls in the Company for
ensuring the Smooth working of the Operations and growth of the organization 


6.) MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT: 


As the requirement under SEBI (LODR), 2015 the Management is required to prepare MDAR ,
for that reason it has been annexed as forming part of this Report. 


7.) REPORT ON CORPORAE GOVERNANCE: 


Company has not been involved in any unethical Practices and has complied with all the
Compliance related requirements. As per Regulation 15(2)(a) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended from time to time, the
compliance with the Corporate Governance provisions shall not apply in respect of the
listed entity having paid up equity share capital not exceeding Rs.10 Crores and Net Worth
not exceeding Rs. 25 Crores as on the last day of the Previous Financial Year. Since the
Company's Paid up Equity Capital and the Net Worth fall below the limit mentioned above,
compliance with Corporate Governance are not applicable to the Company. Accordingly as per
BSE clarification vide Circular LIST/COMP/12/2019-20. Companies to which the Regulation
15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are
not applicable, Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
(Amendments) Regulations, 2018 is also not applicable and not required to submit the
Annual Secretarial Compliance Report. 


8.) SUBSIDIARIES/ JOINT VENTURE / ASSOCIATE COMPANIES: 


The Company has no Subsidiary/ Joint Venture/ Associate Company and hence is not
required to prepare any Consolidated Financial Statement. 


9.) DEPOSITS: 


The Company has not accepted any Deposits during the Financial Year 2022-23 which are
required to be reported as per Chapter V and Section 73 to 76 of the Companies Act, 2013. 


10.) DIRECTORS RESPONSIBILITY STATEMENT: 

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that: 

1. In the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same; 

2. The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of
the Company for the year ended on that date; 

3. The Directors have 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 have prepared the annual accounts on a ‘going concern' basis; 

5. The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and 

6. The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively. 


11.) EMPLOYEE STOCK OPTION: 


During the year there has not been any issue of Equity shares to the Employees of the
Company on differential basis. Hence, no such information is required to be filed under
the provisions of Companies Act, 2013. 


12.) AUDITOR AND AUDITORS' REPORT: 


The Shareholders at their 27th Annual General Meeting (AGM) held on 24th
September, 2022 had approved the appointment of M/s. Ramesh & Ramachandran Chartered
Accountants (Firm Registration No. 02981S), Statutory Auditors to hold office for the
period of five years from the conclusion of 27th AGM till the conclusion of 32nd
Annual General Meeting. The Auditors in their Audit report have not made any adverse
remark, qualification or reservation. 


13.) EXTRACT OF ANNUAL REPORT: 


In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual
Return of the Company for the financial year ended March 31, 2023 has been uploaded on the
website of the Company and the web link of the same is
http://assbl.com/investors/annualfireports. 


14.) CORPORATE SOCIAL RESPONSIBILITY: 


As the Net Worth, Turnover and Net Profit are below the Limits as prescribed under
Section 135 of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, no need to form CSR committee. Hence the Company is
not required to contribute in CSR. 


15.) DIRECTORS AND KEY MANAGERIAL PERSONNNAL: 

During the year under review, the following changes occurred in the position of
Directors/KMP of the company. 


Underneath a table has been provided consisting of the information regarding Directors
of your Company 


  

    
S. No.
    
Name
    
Designation
    
Executive/Non-Executive
  
  

    
1.
    
Shanmukh Navin Shah
    
Managing Director
    
Executive
  
  

    
2.
    
Paresh Navin Shah
    
Whole time Director
    
Executive
  
  

    
3.
    
Manoj Navin Shah
    
Whole time Director
    
Executive
  
  

    
4.
    
Nirmalchand Premraj
    
Independent Director
    
Non Executive
  
  

    
5.
    
*Uma Rajesh
    
Women Director
    
Non Executive
  
  

    
6.
    
*Shruti Agrawal
    
Company secretary
    
-
  
  

    
7.
    
#Saravanan Lakshmi Sri
    
Independent Director
    
Non Executive
  
  

    
8.
    
#Pratibha Purohit
    
Company secretary
    
-
  


* Mrs. Uma Rajesh resigns from the post of Independent Director of the Company as on 28th
November, 2022. 

* Ms. Shruti Agrawal resigns from the post of Company Secretary of the Company as on 30th
May, 2022 

# Mrs. Saravanan Lakshmi Sri appointed as an Independent Director of the Company as on
06th August, 2022. 

# Ms. Pratibha Purohit appoint as a Company Secretary of the Company as on 09th
September, 2022. 


16.) MEETINGS OF BOARD: 


The following Meetings of board of directors held During the Financial Year 2022-23 


  

    
S. No.
    
Date of the Meeting
    
Members Present
  
  

    
1.
    
30th May, 2022
    
All
  
  

    
2.
    
06th August,2022
    
All
  
  

    
3.
    
09th September,2022
    
All
  
  

    
4.
    
09th November, 2022
    
All
  
  

    
5.
    
23rd November, 2022
    
All
  
  

    
6.
    
06th December, 2022
    
All
  
  

    
7.
    
10th February, 2023
    
All
  
  

    
8.
    
21st February ,2023
    
All
  



17.) COMMITTEE OF BOARD OF DIRECTORS: 


Pursuant to section 178 and other applicable provisions of the Companies Act,2013
Company had constituted the following Board Committees 


1. Audit committee 


2. Nomination and remuneration committee 


3. Stakeholder relationship committee 


4. Independent Director committee 


5. Share transfer committee 

The composition of all committees has been stated under corporate governance report as
an integral part of Annual Report. 


18.) BOARD EVALUATION: 


Pursuant to the provisions of Companies Act, 2013, the Board has carried out an Annual
Performance Evaluation of its own perf ormance, the Directors individually as well as
mutually evaluated their performance along with the performance of Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee etc. Various
aspects such as Composition, Attendance, Duties, Obligations, etc. have been evaluated
under this. The performance of the Directors was assessed individually and as a Whole. 


19.) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO ARE AS FOLLOWS: 


The particulars as required under the provisions of section 134(3) (m) of the Companies
Act, 2013 in respect of conservation of energy and technology absorption have not been
furnished the nature of activities undertaken by the company during the year under review.


a) Conservation of energy : NA 

b) Technology absorption : NA 

c) Foreign exchange earnings and outgo : NA 


20.) REMUNERATION TO DIRECTORS: 


The remuneration paid to Executive, Non-Executive and Independent Directors are
disclosed in the extract to the Annual Return in Form MGT-9. The same has been annexed as
Annexure-1 of Board Report. 


21.) RISK MANAGEMNT POLICY: 


Risk Management is an integral part of the business process. The Company has mapped the
risks at the business processes and enterprise levels and has evolved a risk management
frame work. The mitigate measures taken are reviewed periodically at the Board. Adequate
back up of the systems in 3 sets are being taken and as a one more avenue, remote serve
technology is being operated to mitigate any eventuality. The management is proud to say
that not even a single trading day is not lost nor data is lost due to the effective risk
management strategy. 


22.) VIGIL MECHANISMPOLICY/WHISTLE BLOWER POLICY: 


Company has formulated and published a whistle Blower Policy to provide vigil mechanism
for employees including directors of the Company to report genuine concern. The mechanism
ensures that strict confidentiality is maintained whilst dealing with the concern and also
tha t no discrimination will be meted to any person for a genuinely raised concern. The
Chairman of the Audit Committee may also be contacted by employees to report any suspected
or concerned incident of fraud/ misconduct. The provision of policy is in line with the
provision of the section 177(9) of the Act; the policy is available on company's website
www.assbl.com 


23.) REMUNERATION POLICY: 


In accordance of section 178 and other applicable provisions of companies Act 2013 read
with rules there under and applicable regulations of SEBI (Listing Obligation And
Disclosure) Requirements, 2015 the board has formulated the nomination and remuneration
policy of your company on the recommendations of nomination and remuneration committee;
the policy is available on company's website:www.assbl.com 


24.) SECRETERIAL AUDIT: 


The board has appointed CS Vishakha Agrawal, Company Secretary (ACS No 39298),
to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report
for the financial year ended March 31st, 2023 is annexed herewith marked as
Annexure-3 to this Report. The Secretarial Audit Report does contain one qualification,
reservation or adverse remark. 


25.) PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEE GIVEN AND SECURITIES
PROVIDED: 


The details of Loans, Guarantee and Investments provided by the company under sections
186 of the Act as at the end of Financial Year 2022-23 are disclosed in the notes to the
financial statement. 


26.) RELATED PARTY TRANSACTION: 


None of the transactions with related parties falls under the scope of section 188(1)
of the Act. Information on transaction with related parties pursuant to section 134(3) (h)
of the act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in
Annexure-2 in Form AOC-2 and the same forms part of this report. 


27.)DISCLOUSER UNDER THE SEXUAL HERASSMENT OF WOMEN AT WORKPLACE (PREVENTION AND
REDRESSAL) ACT, 2013: 


Aryan Share And Stock Brokers Limited is to provide the healthy environment to its
employees, the company has in place a prevention of the Sexual Harassment Policy and an
internal complaints committee as per the requirements of sexual harassment of women at
workplace (Prevention, Prohibition And Redressal) Act, 2013. The policy is available on
company's website:www.assbl.com 


28.) DECLARATON BY INDEPENDENT DIRECTORS: 


Your company has received declaration from all the independent directors confirming
that they meet the criteria of independence as prescribed under the provisions of the
companies act, 2013 read with schedules and rules issued thereunder as well as Regulation
16(1) (b) of Listing Regulation (including any statutory modifications(s) or
re-enactment(s) for the time being in force). 


29).DISCLOSURE REQUIREMENT: 


As per the Provisions of the SEBI (LODR) Regulation 2015 entered into with the stock
exchanges, 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.assbl.com During the year the company has not transferred any amount to
General reserve. 


30.) ACKNOWLEDGEMENT: 

Your Director wish to express their grateful appreciation to the continued co-operation
received from the Banks, Government Authorities, Customers, Vendor and Shareholders during
the year under review. Your Director also wish to place on record their deep sense of
appreciation for the committed service of the Executives, staff and workers of the Company



  

    

    
For and on behalf of the Board of Directors
  
  

    
Date: 11.08.2023
    
Aryan Share and Stock Brokers Limited
  
  

    
Place: Chennai
    

  
  

    
Sd/-
    
Sd/-
  
  

    
Shanmukh Navin Shah
    
Manoj Navin Shah
  
  

    
Managing Director
    
Whole time Director
  
  

    
DIN 00554879
    
DIN 00554893