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AAR Commercial Company Ltd.

BSE: 539632 Sector: Others
NSE: N.A. ISIN Code: INE184K01013
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AAR Commercial Company Ltd. (AARCOMMERCIAL) - Director Report

Company director report

To The Members

Your Directors have pleasure in submitting 33rd Annual Report of the Company togetherwith the Audited Statements of Accounts for the year ended 31st March 2015.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review alongwith previous year'sfigures are given hereunder:

(Rs. in lacs)

PARTICULARS F.Y. 2014-15 F.Y. 2013-14
Net Sales / Income from Business Operations 325.69 270.36
Other Income 55.77 17.78
Total Income 381.46 288.14
Total Expenditure 358.97 270.60
Profit Before Tax 22.49 17.54
Lessi.Tax Expenses 1.66 0.73
Profit/(Loss) After Tax 20.83 16.81
Basic & Diluted Earnings per Equity Share 0.21 0.17

2. OPERATIONAL REVIEW

Gross revenues increased to Rs. 38146316.21 a growth of around 32 % against Rs.28814253.41 in the previous year. Profit before depreciation and taxation is Rs.2249086.58 against Rs. 1754043.47 in the previous year. After providing fordepreciation and taxation the net profit of the Company for the year under review wasplaced at Rs. 2083036.58 as against Rs. 1681223.47 in the previous year. Due to goodmarket conditions the company's turnover in terms of value has increased at a rate of 32 %during the year under review. The profit after tax has also increased by 24 %.

3. DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profitsincurred by the Company. The provisions of Section 125(2) of the Companies Act 2013relating to transfer of Unclaimed Dividend to Investor Education and Protection Fund donot apply as there was no dividend declared and paid by the Company.

4. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The company has not given any lqans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company aregiven in the notes to the financial statements.

5. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

6. SHARE CAPITAL

The paid up equity capital as on March 31 2015 was Rs. 100140000. No Bonus Shareswere issued neither company bought back any of its securities during the year underreview. The company has not issued any shares with differential voting rights nor grantedstock options nor sweat equity.

7. EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies [Management and Administration] Rules 2014 in prescribed Form - MGT 9is furnished in Annexure A and is attached to this Report.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review. However the Boardhas adopted this Policy in terms of Clause 49[VIII)[A][2] of the Listing Agreement toensure that all Related Party Transactions shall be subject to this policy and approval orratification in accordance with Applicable Law. This Policy contains the policies andprocedures governing the review determination of materiality approval and reporting ofsuch Related Party Transactions. The Policy on Related Party Transactions is uploaded inthe Company's website i.e. www.aarccl.in under the link http://www.aarcd.in/imaaes/pdf-repons/other-corporate-armouncements/Policy-On-Relatecl-Partv-Transactions.pdf

9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

Management and Business Risk Evaluation is an ongoing process within the Organization.Pursuant to Section 134[3)[n) of the Companies Act 2013 the Board has framed a RiskManagement Policy for the Company. The Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the business and functions are systematically addressed through mitigatingactions on a continuing basis. At present the Company has not identified any element ofrisk which may threaten the business or existence of the Company.

10. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "modelcode of conduct". The Code has been posted on the Company's website www.aarcl.in. TheCode lays down the standard procedure of business conduct which is expected to be followedby the Directors and the designated employees in their business dealings and in particularon matters relating to integrity in the work place in business practices and in dealingwith stakeholders. All the Board Members and the Senior Management personnel haveconfirmed compliance with the Code. All Management Staff were given appropriate trainingin this regard.

11. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

12. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3] of the Companies Act 2013 isfurnished in Annexure B and is attached to this report.

13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company held 17 Board meetings during the financial year under review. Detailedinformation is given in the Corporate Governance Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to provisions of Section 152(6) of the Companies Act 2013 and Articles ofAssociation of the Company Mrs. Uma Sharma (DIN: 06862354) will retire by rotationat the ensuing AGM of the Company and being eligible offers herself for re-appointment.

Pursuant to provisions of Section 149 of the Companies Act 2013 which came into effectfrom 1st April 2014 Mr. Rajendra Yadav (DIN: 06980909) Mr. Udit Agarwal (DIN:07036864) and Mr. Kumar Deepak (DIN: 07052877) were appointed as IndependentDirectors at 30th September 2014 ; 6th December2014 ; 30th December 2014 respectively.They have submitted a declaration that each of them meets the criteria of Independence asprovided in Section 149(6) of the Act and there has been no change in the circumstanceswhich may affect their status as Independent Director during the year.

Pursuant to provisions of Section 203 of the Companies Act 2013 which came into effectfrom April 1 2014 the Company has appointed Mr. Robin Keshri (PAN: AJLPK2935L) asCompany Secretary and Mr. Avijit Das (PAN: AHXPD4883E) as Chief Financial Officerwith effect from 2nd January 2015 and 20th January 2015 respectively.

15. PARTICULARS OF MANAGERIAL REMUNERATION

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

I. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

DIRECTORS RATIO TO MEDIAN REMUNERATION
Mr. Anupam Khetan 2.50
Mrs. Uma Sharma 0.73
Mr. Rajendra Yadav 0.40
Mr. Sachin Kumar 0.16
Mr. Udit Agarwal 0.27
Mr. Kumar Deepak 0.20

II. There was no increase in remuneration of directors chief financial officercompany secretary in the financial year so the percentage increase in remuneration cannotbe expressed. Moreover some appointments were made during the financial year and henceinformation is for part of the year the same is not comparable.

III. Percentage increase in the median remuneration of employees in the financial year:Nil

IV. Number of permanent employees on the rolls of Company: 8

V. Explanation on the relationship between average increase in remuneration and Companyperformance: There was no increase in average remuneration during the financial year.

VI. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY2014-15 (Rs. in lacs) 1.47
Revenue (Rs. in lacs) 381.46
Remuneration of KMPs (as % of revenue) 0.39

VII. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

PARTICULARS 31st MARCH 2015 31st MARCH 2014 % CHANGE
Market Capitalisation (Rs. in lacs) 4840 4819.18 0.43
Price Earnings Ratio 230.14 283.06 (18.70)

VIII. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Therewas no increase in remuneration during the financial year.

IX. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company:

Mr. Anupam Khetan Whole-time Director (w.e.f. 27/10/2014) Mr. Avijit Das Chief Financial Officer (w.e.f. 20/01/2015) Mr. Robin Keshri Company Secretary (w.e.f. 02/01/2015)
Remuneration in FY2014- 15 (Rs. in lacs) 0.75 0.49 0.24
Revenue (Rs. in lacs) 381.46
Remuneration as % of revenue 0.20 0.13 0.06

X. The key parameters for any variable component of remuneration availed by thedirectors:

N.A.

XI. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:

NA

XII. Affirmation that the remuneration is as per the remuneration policy of thecompany:

The Company affirms remuneration is as per the remuneration policy of the Company.

XIII. There is no employee whose remuneration exceeds the limits prescribed underSection 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

16. REMUNERATION OF DIRECTORS

The details regarding remuneration to Directors are shown separately in the CorporateGovernance Report which forms part of the Annual Report. -

17. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules. In terms of Clause 49(11)(B)(7)(b) of theListing Agreement the Company has adopted a familiarization programme for IndependentDirectors. The details of the said programme is available on the website of the Companyi.e. www.aarccl.in under the link http://www.aarccl.in/images/pdf-reports/other-corporateannouncements/ AAR COMM FAMILARISATION PROGRAMME OF INDEPENDENT DIRECTORS.pdf

18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following three Independent Directors:

(a) Mr. Rajendra Yadav - Chairman

(b) Mr. Udit Agarwal

(c) Mr. Kumar Deepak

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co-employees and the Company.The policy on vigil mechanism is attached with this report as Annexure C and isalso available on the website of the company i.e. www.aarccl.in under the link http://www.aarccI.in/images/pdf-reports/other-corporate-announcements/Whistle-Blower-Policv.pdf

19. BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 and Clause49(II)(B)(5)(b) of the Listing Agreement with Stock Exchanges the Board has carried outan annual performance evaluation of its own performance the individual directors’performance including that of independent directors. The parameters based on which theevaluation process is being carried out is fixed by the Board in terms of the provisionsof Companies Act 2013. In a separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.

20. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its Responsibility Statement:-

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures;

b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets^ 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;

e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequete and operating efficiently.

Internal financial control means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence toCompany’s policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

21. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or outflow during the year under review.

25. STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act 2013 and Rules made thereunder M/sAgrawal S. Kumar & Associates Chartered Accountants (ICAI Firm Registration No.322324E] were appointed as Statutory Auditors at the 32nd Annual General Meeting held onSeptember 30 2014 to hold office until the conclusion of the 35th Annual General Meetingsubject to ratification by shareholders at each Annual General Meeting.

Ratification of appointment of Statutory Auditors M/s Agrawal S. Kumar &Associates and payment of their remuneration for the financial year 2015-16 are to beconfirmed and approved in the ensuing Annual General Meeting.

26. SECRETARIAL AUDIT REPORT

Ms. Sneha Agarwal Practising Company Secretary (ICSI Membership No. A38284) has beenappointed as Secretarial Auditors of the Company for financial year ended 31st March2015. The Secretarial Audit Report received from the Secretarial Auditor is annexed tothis report marked as Annexure - D and forms part of this report.

27. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

Certain observations made in the Secretarial Audit Report with regard to few lapsesunder the Companies Act 2013 relating to filing of e-forms investments held by thecompany maintenance of statutory registers were mainly due to ambiguity and uncertaintyof the applicability of the same for the relevant period. However the company wouldensure in future that all the provisions are^- complied to the fullest extent.

28. CORPORATE GOVERNANCE

The Company is committed to maintain transparency in its operations & hence itcomplies with the Corporate Governance requirements.

The Corporate Governance Report as per Clause 49 of the Listing Agreement and requisiteCertificate of Compliance from Statutory Auditor regarding compliance of conditions ofCorporate Governance are annexed and forms part of the Annual report.

29. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of the Company comprising of managementperception risks and concerns internal control systems are annexed and forms part of theAnnual report.

30. ACKNOWLEDGEMENTS

The Board takes this opportunity to record its sincere appreciation for the dedicatedservices rendered by the employees at all levels and express their gratitude for theassistance and support extended by its bankers business associates stakeholders andvarious Government Authorities during the year under review.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
AAR COMMERCIAL COMPANY LTD.
Director / Authorised Signatory
Anupam Khetan
Director
DIN:07003797
Date: 19th August 2015
Place: Kolkata

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