Aadi Industries Limited
Your Directors present the 22nd Annual Report of the Company together with the AuditedStatement of Accounts for the year ended 31st March 2016.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial Results
The Company's performance during the year ended 31st March 2016 as compared to theprevious financial year is summarized below:
|Particular ||For the financial year ended 31st March 2016 ||For the financial year ended 31st March 2015 |
|Income ||- ||194885 |
|Less: Expenses ||6846514 ||51053334 |
|Profit/ (Loss) before tax ||(6846514) ||(50858448) |
|Less: Tax Expenses ||- ||(15443147) |
|Exception Income ||- ||- |
|Exception expenditure ||- ||- |
|Profit after Tax ||(6846514) ||(35415301) |
The Company is in the business of trading and manufacturing of plastic and plasticproducts. There was no change in nature of the business of the Company during the yearunder review.
c. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
During the year under review your Company did not have any subsidiary associate andjoint venture company.
The Board of Directors of the Company has not recommended any dividend for thefinancial year considering the loss incurred in the current financial year.
e. TRANSFER TO RESERVES:
The Board of Directors has not recommended transfer of any amount to reservesconsidering the loss incurred during the year under review.
f. REVISION OF FINANCIAL STATEMENT:
There was no revision of the financial statements of earlier periods during the yearunder review.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Act is not applicable.
h. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:
Except as disclosed elsewhere in this report no material changes and commitments haveoccurred between the end of the financial year of the Company and date of this reportwhich could affect the Company's financial position.
i. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Auditors of the Company for inefficiency orinadequacy of such controls.
j. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
k. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The Company has not entered into any transactions / contracts / arrangements by theCompany with related party(ies) as defined under the provisions of Section 2(76) of theCompanies Act 2013 and falling within the purview of Section 188 of the Companies Act2013.
l. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:
The Company has not given any loans guarantees or made investments or providedsecurities during the financial year.
m. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013:
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
n. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013:
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.
o. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013:
The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.
p. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:
During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
There was no change in Directorship and Key Managerial Personnel of the Company duringthe year under review.
b. DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received and taken on record the declarations received from all theIndependent Directors under Section 149(6) of the Companies Act 2013 confirming theirindependence vis-a-vis the Company.
3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES
a. BOARD MEETINGS:
The Board of Directors met 5 times during the financial year ended 31st March 2016 inaccordance with the provisions of the Companies Act 2013 and rules made there under.
b. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2016 the Board ofDirectors hereby confirms that:
a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. Such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2016 and ofthe loss of the Company for that year;
c. Proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. The annual accounts of the Company have been prepared on a going concern basis;
e. Internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively.
f. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
c. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act.
The composition of the Committee is as under:
1. Ms. Kavita Jamsutkar Chairman
2. Mr. Sadanand Kotnis Director
3. Mr. Rushabh Shah Managing Director
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.
Major criteria defined in the policy framed for appointment of and payment ofremuneration to the Directors of the Company are as under:
I Selection of Directors And Key Managerial Personnel
In case of Executive Directors and Key Managerial Personnel the selection can be madein either of the ways given below:
a) by way of recruitment from outside;
b) from within the Company hierarchy; or
c) Upon recommendation by the Chairman or other Directors.
The appointment may be made either to fill up a vacancy caused by retirementresignation death or removal of an existing Executive Director or it may be a freshappointment.
In case of Non-Executive Directors the selection can be made in either of the waysgiven below:
a) By way of selection from the data bank of Independent Directors maintained by theGovernment.
b) Upon recommendation by Chairman or other Directors.
II Qualifications Experience And Positive Attributes Of Directors
a) While appointing a Director it shall always be ensured that the candidate possessesappropriate skills experience and knowledge in one or more fields of finance lawmanagement sales marketing administration research corporate governance technicaloperations or other disciplines related to the Company's business.
b) In case of appointment as an Executive Director the candidate must have therelevant technical or professional qualifications and experience as are considerednecessary based on the job description of the position. In case no specific qualificationor experience is prescribed or thought necessary for the position then
while recommending the appointment the job description to the Committee shall beprovided and along with justifications that the qualifications experience and expertiseof the recommended candidate are satisfactory for the relevant appointment.
c) The Board while making the appointment of a Director shall also try to assess fromthe information available and from the interaction with the candidate that he/she is afair achiever in his chosen field and that he/she is a person with integrity diligenceand open mind.
III Board Diversity and Independence of Directors
While making appointment of directors following principles shall be observed by theBoard:
a) There shall be a proper mix of Executive and Non-Executive Directors and Independentand non-independent directors on the Board. The Company shall always be in compliance ofthe provisions of Section 149 of the Companies Act 2013 this regard.
b) There shall be a workable mix of directors drawn from various disciplines liketechnical finance commercial legal etc.
c) While appointing a director to fill in a casual vacancy caused by death resignationetc. an effort shall be made to appoint such a person in his place who has the relevantexperience in the fields or disciplines in which the outgoing director had with relevantexpertise as requisite to Business of the Company.
d) No preference on the basis of gender religion or cast shall be given whileconsidering the appointment of directors.
e) While appointing independent directors the criteria for the independent directorsas laid down in Section 149 (6) of the Companies Act 2013 shall be followed.
d. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013 and the provisions of the Listing Agreement / SEBI (ListingObligations and Disclosures Requirements) Rules 2015 as applicable. The composition ofthe Audit Committee is in conformity with the provisions of the said Section. The AuditCommittee comprises of:
1. Mr. Rushabh Shah Chairman
2. Mr. Sadanand Kotnis Independent Director
3. Ms. Kavita Jamsutkar Independent Director
The scope and terms of reference of the Audit Committee are in accordance with the Actand the Listing Agreement entered into with the Stock Exchanges. During the year underreview the Board of Directors of the Company had accepted all the recommendations of theCommittee
e. STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the year under review pursuant to Section 178 of the Companies Act 2013 andthe provisions of the Listing Agreement / SEBI (Listing Obligations and DisclosuresRequirements) Rules 2015 as applicable Stakeholder's Relationship Committee has beenconstituted. The said Committee comprises of Mr. Rushabh Shah Chairman and Mr. SadanandKotnis and Ms. Kavita Jamsutkar members.
f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The employees of the Company have the right/option to report their concern/ grievanceto the Chairman of the Audit Committee.
g. RISK MANAGEMENT POLICY:
The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's business and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.
h. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:
Nomination and Remuneration Committee of the Board have prepared and sent through itsChairman feedback forms for evaluation of the Board Independent Directors and theChairman. The Independent Directors at their meeting considered and evaluated the Board'sperformance performance of the Chairman. The Board subsequently evaluated performance ofthe Board the Committees and Independent Directors; without participation of theconcerned Director.
As stipulated by the Code of Independent Directors under the Companies Act 2013 andthe Listing Agreement at a separate meeting of the Independent Directors of the Companyit reviewed the performance of Non-independent Directors (including the Chairman) and theBoard as whole.
Performance evaluation of Independent Directors was conducted by the Board ofDirectors excluding the Director being evaluated. The criteria for performance evaluationof Independent Directors were laid down by the Nomination Remuneration and CompensationCommittee is as below:
Ethics and values
knowledge and proficiency
Behavioral traits and
Efforts for personal development
Similarly performance evaluation of the Chairman was carried out by the IndependentDirectors.
i. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.
4. AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2016:
The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2016 read with the explanatory notes therein are self-explanatory andtherefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.
b. FRAUD REPORTING:
During the year under review there were no instances of material or serious fraudfalling under Rule 13(1) of the Companies (Audit and Auditors) Rules 2013 by officers oremployees reported by the Statutory Auditors of the Company during the course of the auditconducted.
c. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2016:
Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Dhvani Desai& Co. Company Secretaries has been appointed to issue Secretarial Audit Report forthe financial year 2015-16. Secretarial Audit Report issued by M/s. Dhvani Desai &Co. Company Secretaries in Form MR-3 for the financial year 2015-16 forms part to thisreport. The said report does not contain any observation or qualification requiringexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.
d. RATIFICATION OF APPOINTMENT OF AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 at the Annual General Meeting held on 27th September2014 the shareholders approved the appointment of M/s K. S. Subramanyam & Co.Chartered Accountants as Statutory Auditors of the Company for a term of 5 years subjectto ratification of appointment by shareholders at every Annual General Meeting.
The Company has received a confirmation from the said Auditors of their eligibility tohold the office as Auditors of the Company.
Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of AGM for seeking approval of members.
5. OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:
a. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2016 made under the provisionsof Section 92(3) of the Act is attached as Annexure I and forms part of thisReport.
b. DISCLOSURE RELATED TO PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Directors further state that pursuant to the provisions of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 no case pertainingto sexual harassment at workplace has been reported to the Company during financial yearunder review.
c. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thefact that the Company has not undertaken any activities during the year under review.
During the year under review the Company has neither earned nor used any foreignexchange.
6. ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.
|For and on behalf of the Board || |
|RUSHABH SHAH ||SADANAND KOTNIS |
|MANAGING DIRECTOR ||DIRECTOR |
|DIN:01944390 ||DIN:05230970 |