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Aarcon Facilities Ltd.

BSE: 532024 Sector: Financials
NSE: N.A. ISIN Code: INE056J01015
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OPEN 6.19
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VOLUME 500
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P/E
Mkt Cap.(Rs cr) 4
Buy Price 6.19
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.19
CLOSE 6.19
VOLUME 500
52-Week high 6.19
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 6.19
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

Aarcon Facilities Ltd. (AARCONFACILIT) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting thei; 23rd Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March312016.

1. Financial summary or highlights/Performance of the Company

FINANCIAL RESULTS:

The financial results for the year as under:

Particular Year ended 31.03.2016 Year ended 31.03.2015
Sales & Other Income 62.11 43.48
Profit before Depreciation 13.45 13.16
Less: Depreciation 12.76 12.67
Profit/Loss of the year 0.69 0.49
Less: Provision for Taxation 0.18 0.10
Provision for Deferred Tax 14.76 8.12
Profit/Loss After Tax (1425) (7.73)

2. Dividend

Your Board does not recommend any dividend for the financial year 2015-16.

3. Reserves

Your Board does not propose to carry to any reserves forthe financial year 2015-16.

4. Brief description of the Company's working during the year/State of Company's affair

Total turnover during the year 2015-16 increased by Rs. 15.36 lacs (44.17%) compare toprevious year 2014-15 and there is loss of Rs. 14.25 lacs during the year 2015-16 compareto loss of Rs.7.73 lacs in previous year 2014-15.

5. Change in the nature of business if any

The Company has commenced new business of managing theatres as mentioned in Clause III(C) 103 in Memorandum of Association during the financial year 2014-15 and continue to runthat business also in the financial year 2015-16.

6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

No material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report.

7. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future during the financialyear and or subsequent to the close of the financial year of the Company to which thebalance sheet relates and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The management of the Company has taken adequate steps for internal financial controlswith reference to Financial statements.

9. Details of Subsidiary/Joint Ventures/Associate Companies

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

10. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

11. DEPOSITS

Your Company has not accepted any deposit during the year and there was no deposit atthe beginning of the year. Therefore the details relating to deposits covered underChapter V of the Act is not applicable.

12. STATUTORY AUDITORS

M/s. Amin Parikh & Co. Chartered Accountants Auditors of the Company retire atthe ensuing annual general meeting of the Company and are eligible for re-appointment.

The Company has obtained a letter of consent and also a certificate under section 139and 141 of the Companies Act 2013 from the Auditors to the effect that theirre-appointment if made would be within the limits prescribed in the said section.

13. AUDITORS'REPORT

The observations of the Auditors are explained wherever necessary in an appropriatenotes to the Audited Statement of Accounts.

14. SHARE CAPITAL

During the year under review the Company has not issued any securities nor has grantedany stock option or sweat equity.

15. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 forming part of the Board's reportis attached herewith as (Annexure-E)

16. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are attached herewith (Annexure-A)

17. Corporate Social Responsibility (CSR)

As your Company does not fall under the class of Companies specified under section 135of the Companies Act 2013 for spending any sum towards Corporate Social Responsibility asNet worth of the Company is below Indian Rupees 500 crore orTurnover is below IndianRupees 1000 crore or a Net Profit is below Indian Rupees 5 crore during the precedingfinancial year ended on 31st March 2015 and therefore the Company has notspent any sum towards Corporate Social Responsibility during the financial year 2015-15.

18. Directors

A) Changes in Directors and Key Managerial Personnel

There is no appointment of Director or Key Managerial Personnel during the FinancialYear.

However Mrs. Anupama Bharat Gupta Director of the Company retires by rotation at theensuing annual general meeting and being eligible offers herself for re-appointment asDirector.

B) Declaration by an Independent Director(s) and re-appointment if any

A declaration by Mr. Kamal Bachubhai Pandya Mr. Ramesh N. Chauhan and Mr. Narendra C.Patel Independent Directors that they meet the criteria of independence as provided insubsection (6) of Section 149 of the Companies Act 2013 have been received.

Mrs. Anupama Bharat Gupta Director of the Company retiring by rotation and eligiblefor reappointment has given her consent and declaration under form DIR-8 pursuant toSection 164(2) read with Rule 14(1) of Companies (Appointment and Qualification ofDirectors) Rules 2014.

Details of director seeking re-appointment as per regulation 36 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015with the Bombay stock exchange is attached herewith. (Annexure- F).

C) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Independent Directors

Board Committees and individual Directors which includes criteria for performanceevaluation of executive directors and non-executive directors.

In evaluating the suitability of individual Board members the Committee may take intoaccount factors such as:

i. General understanding of the Company's business;

ii. Educational background and experience:

iii. Personal and professional ethics integrity and values;

iv. Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.

19. Number of meetings of the Board of Directors

During the yearfrom 1sl April 2015 to 31st March 2016 the Boardof Directors met five times on the following dates:

Sr. No. Date Board Strength No. of Directors Present
1 12/05/2015 5 5
2 30/05/2015 5 5
3 12/08/2015 5 5
4 10/11/2015 5 5
5 05/02/2016 5 5

20. Audit Committee

Audit Committee comprising of the following Directors of the Board

Sr. No. Name of the Director Designation
1 Mr. Kamal Bachubhai Pandya Non-Executive Independent Director
2 Mr. Ramesh N. Chauhan Non-Executive Independent Director
3 Mr. Narendra C. Patel Non-Executive Independent Director

There was no occasion regarding non acceptance of any recommendation of the AuditCommittee during the year.

21. Details of establishment of vigil mechanism for directors and employees

The Board has appointed the following persons as members of vigil committee:

1. Mr. Ramesh N. Chauhan

2. Mr. Narendra C. Patel

The Company has framed a whistle blower policy in terms of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulation 2015.

22. Nomination and Remuneration Committee

Nomination and Remuneration Committee comprising of the following Directors of theBoard:

Sr. No. Name of the Director Designation
1 Mr. Kamal Bachubhai Pandya Non-Executive Independent Director
2 Mr. Ramesh N. Chauhan Non-Executive Independent Director
3 Mr. Narendra C. Patel Non-Executive Independent Director

The policy formulated by nomination and remuneration committee:

The terms of reference of the committee inter alia include succession planning forBoard of Directors and Senior Management Employees identifying and selection ofcandidates for appointment of Directors/lndependent Directors based on certain laid downcriteria identifying potential individuals for appointment of Key Managerial personneland other senior managerial position and review the performance of the Board of Directorsand Senior Management personnel including Key managerial personnel based on certaincriteria approved by the Board. While reviewing the performance the committee ensuresthat the remuneration is reasonable and sufficient to attract retain and motivate thebest managerial talents remuneration commensurate with the performance of individual andgroup and also maintains a balance between both short and long term objectives of thecompany.

There was no meeting held during the year.

23. Stakeholders Relationship Committee

Stakeholders Relationship Committee comprising of the following Directors of the Board:

Sr. No. Name of the Director Designation
1 Mrs. Anupama Bharat Gupta Non-Executive Director
Mr. Ramesh N. Chauhan Non-Executive Independent Director
3 Mr. Narendra C. Patel Non-Executive Independent Director

The committee has mettings on 30/05/2015 and 05/02/2016 during the year under review.

24. Particulars of loans guarantees or investments under section 186

The Company has not given any loan guarantees or investments under section 186 to anyperson or body corporate except loan to employees of the Company as per Company's policyfor employees.

25. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contract or arrangement with related partyreferred to in subsection (1) of section 188 of the Companies Act 2013. Form No. AOC -2regarding transactions under section 188 of the Companies Act 2013 is enclosed herewith (Annexure-B).

26. Managerial Remuneration:

Disclosures pursuant to section 197(12) of the Companies Act 2013 read with Rule 5(1)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are enclosed herewith (Annexure-C).

27. Secretarial Audit Report

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act2013 givenby M/s. Dinesh Mehta & Co. a Company Secretary in practice enclosed herewith (Annexure-D).

The Secretarial Audit Report does not contain any qualification reservation or adverseremark except:

a) The Company has not appointed chief financial officer and company secretary asrequired under section 203 of the Companies Act 2013.

b) The Company has not appointed Internal Auditor as required under Section 138 of theCompanies ' Act 2013.

c) The Company has not paid listing fee forthe year 2015-16 during the financialyear 2015-16.

Explanation:

a) As the financial loss continues and increased during the financial year 2015-16(period under review) compared to previous financial year and the Company is financiallynot strong enough that can bear expenses of salary of chief financial officer and companysecretary and therefore not appointed key managerial personnel. As soon as the Company'sfinancial position improves the company will appoint key managerial personnel.

b) As the financial position of the Company is not sound and continue to lossduring the financial year 2015-16 (period under review) the Company has not appointedinternal auditor. As soon as the Company's financial position improves the company willappoint internal auditor.

c) As the financial position of the Company is not sound and continue to loss thecompany has not paid listing fee forthe year 2015-16.

28. Corporate Governance Certificate

As stipulated in the Regulation 72 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulation 2015 the Company does not require tocomply with Regulation 17 to Regulation 27 of the said regulation as Paid-up Capital doesnot exceed Rs. 10 Crores or Networth does not exceed Rs. 25 Crores which is specified inRegulation 15 and hence did not need to obtain Corporate Governance Certificate.

29. Code of Conduct

The Company has adopted a code of conduct for its directors and designated seniormanagement personnel. All the Board members and senior management personnel followcompliance of code of conduct.

30. Risk management policy

In today's economic environment Risk Management is a very important part of business.The main aim of risk management is to identify monitor and take precautionary measures inrespect of the events that may pose risks for the business. Your Company's risk managementis embedded in the business processes. Your company has identified the following risks:

Key Risk Impact to Aarcon Facilities Limited Mitigation Plans
Recession in reality market. Risk of recession in reality affects the function of the Company. The Company does not launch any new project during recession period.
Interest Rate Risk Any increase in interest rate can affect the finance cost Company has enough fund to meet the need arises.
Competition Risk Every company is always exposed to competition risk. By continuous efforts to enhance the brand image of the Company.
Compliance Risk - Increasing regulatory Requirements. Any default can attract penal provisions By regularly monitoring and review of changes in regulatory framework.

31. Directors' Responsibility Statement

Your Directors state that—

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to 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 this 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; and

e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

32. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

The Company has 1 woman director and hence framed an anti-harassment policy in linewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Internal Complaint Committee has been set up toredress complaints received regularly. All employees (permanent contractual temporarytrainees) are covered under the policy. There was no compliant received from any employeeduring the financial year 2015-16 and hence no complaint is outstanding as on 31.03.2016for redressal.

33. Acknowledgements

The Board of Directors gratefully acknowledge the assistance and co-operation receivedfrom the Bank of India Indusind Bank Indian Overses Bank and all other statutory andnon-statutory agencies for their co-operation.

The Board of Directors also wish to place on record their gratitude and appreciation tothe members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Companyfor their dedication and loyalty.

Dated :30th May2016
Regd. Office: By Order of the Board
401402 Earth Complex
Opp. Vaccine Institute
Old Padra Road Bharat R. Gupta
Vadodara Gujarat 390015 Managing Director
DIN: 00547897