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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 34th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2016.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review along with previousyear's figures are given hereunder:

(Rs. in lacs)

PARTICULARS F.Y. 2015 - 16 F.Y. 2014 - 15
Net Sales / Income from Business Operations 165.13 325.69
Other Income 35.73 55.77
Total Income 200.86 381.46
Total Expenditure 188.07 358.97
Profit Before Tax 12.79 22.49
Less: Tax Expenses - 1.66
Profit/(Loss) After Tax 12.79 20.83
Basic & Diluted Earnings per Equity Share 0.13 0.21

2. OPERATIONAL REVIEW

Gross revenues for this financial year comes to Rs. 20086195.00 as against Rs.38146316.21 in the previous year. Profit before depreciation and taxation was Rs.1278720.00 against Rs. 2249086.58 in the previous year. After providing fordepreciation and taxation the net profit of the Company for the year under review wasplaced at Rs. 1278720.00 as compared to Rs. 2083036.58 in the previous year.

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 2013 relating to transfer ofUnclaimed Dividend to Investor Education and Protection Fund do not apply as there was nodividend 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 loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.

The details of the investments made by company are given in the notes to the financialstatements.

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 2016 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 Board has adopted this Policy in terms of Regulation 23 of the SEBI(Listing Obligations and Disclosure Regulations) to ensure that all Related PartyTransactions shall be subject to this policy and approval or ratification in accordancewith Applicable Law. This Policy contains the policies and procedures governing thereview determination of materiality approval and reporting of such Related PartyTransactions. The Policy on Related Party Transactions is uploaded in the Company'swebsite www.aarccl.in under the link http://www.nnrrrl.in/imnaes/pdf-reports/other-rorporate-nnnounrements/Polirv-nn-Relnted-Pnrtv-Trnnsnrtions.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. The Code lays down the standard procedure ofbusiness conduct which is expected to be followed by the Directors and the designatedemployees in their business dealings and in particular on matters relating to integrity inthe work place in business practices and in dealing with stakeholders. All the BoardMembers and the Senior Management personnel have confirmed compliance with the Code. AllManagement Staff were given appropriate training in 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 preclearance 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 have confirmed compliance with theCode.

12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE 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 10 Board meetings during the financial year under review.Detailed information 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. UditAgarwal (DIN: 07036864) and Mr. Kumar Deepak (DIN: 07052877) were appointed asIndependent Directors at the AGM held on 30th September 2014. They havesubmitted a declaration that each of them meets the criteria of Independence as providedin Section 149(6) of the Act and there has been no change in the circumstances which mayaffect 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) t from 2ndJanuary 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 1.50
Mrs. Uma Sharma 0.20
Mr. Rajendra Yadav 0.20
Mr. Udit Agarwal 0.20
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. Average percentile increase already made in the salaries of employees other than themanagerial 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.

VI. The key parameters for any variable component of remuneration availed by thedirectors: N.A.

VII. 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.

VIII. 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 MGT-9 attachedas Annexure A which forms part of the Directors 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 the Regulation 25(7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Clause 49(II)(B)(7)(b) of the erstwhile ListingAgreements the Company has adopted a familiarization programme for the 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-corporate-announcements/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 coemployees 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.inunder the link http://www.aarccl.in/images/pdf-reports/other-corporate-announcements/Whistle-Blower-Policy.pdf

19. BOARD EVALUATION

Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 andRegulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors at its meeting held on 11thFebruary 2016 has carried out an annual performance evaluation of its own performancethe individual directors' performance including that of independent directors.

The parameters based on which the evaluation process is being carried out is fixed bythe Board in terms of the provisions of Companies Act 2013.

In a separate meeting of independent Directors held on 7th March 2016performance of non-independent directors performance of the board as a whole andperformance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors.

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 of fraudsand 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 GeneralMeeting held on September 30 2014 to hold office until the conclusion of the 35thAnnual General Meeting subject to ratification by shareholders at each Annual GeneralMeeting. Ratification of appointment of Statutory Auditors M/s Agrawal S. Kumar &Associates and payment of their remuneration for the financial year 2016-17 are to beconfirmed and approved in the ensuing Annual General Meeting.

26. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report of the Company for financial year ended 31stMarch 2016 received from the Secretarial Auditor is annexed to this 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 investments held by the company maintenance ofstatutory registers were mainly due to ambiguity and uncertainty of the applicability.However the company would ensure in future that all the provisions are complied to thefullest extent.

28. LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited Mumbai and CalcuttaStock Exchange Limited Kolkata.

Pursuant to the notification of the regulations your Company has entered into newListing Agreement with the aforesaid Stock Exchanges respectively as mandated under thesaid Regulations.

29. 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 Schedule V(C) of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 and requisite Certificate of Compliancefrom Statutory Auditor regarding compliance of conditions of Corporate Governance areannexed and forms part of the Annual report.

30. 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.

31. 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.

Your Directors thank the shareholders for their support and confidence reposed on yourCompany and also appreciates the dedicated services rendered by the employees at alllevels.

For and on Behalf of the Board of Directors
Anupam Khetan
Place: Kolkata Director
Date: 11th August 2016 DIN:07003797