Your Directors are pleased to present their 32nd Annual Report of the Company alongwith the statement of Accounts forthe financial year ended 31 March 2016.
| || ||(Rs. in Lakh) |
|Particulars ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
|Gross Income from Sales & other operations ||537.05 ||8.14 |
|Profit/(Loss) before depreciation and taxes ||9.35 ||0.89 |
|Less : Depreciation ||0.82 ||1.05 |
|Profit/(Loss) before taxes ||8.52 ||(1.94) |
|Less : Provision for taxes including deferred taxes ||0.09 ||(0.58) |
|Profit/(Loss) after taxes ||8.43 ||(1.36) |
|Profit/(Loss) carried forward to Reserves & Surplus ||8.43 ||(1.36) |
|Earning Per Share (in Rs.) ||0.26 ||(0.13) |
During the year under review your company has achieved total revenue of Rs. 5.37 Crorewith all round improvement in performance including profitability. The company has made aProfit after Tax ("PAT") of Rs. 8.43 Lacsinspite of losses of Rs. 1.36 Lacs oflast year mainly due to adoption of new lines of business offoodgrains and commodities.Your company is optimistic forthe Financial Year 2016-17.
Your Company strives to expand its operations across its new business. In view of thisyour directors consider it prudent and rationalto conserve resources for beingappropriately re-invested into the Company's future operations and therefore do notrecommend any dividend on equity shares for the financial year under review.
The Company has transferred Rs.8.43 Lakhs to reserves during Financial Year 2015-16.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as no dividendwas declared duringthe last financial years.
CHANGE IN SHARE CAPITAL
There has been no change in the capital structure of the Company during the year underreview.
During the year under review the Company has not accepted any deposits under theCompanies Act 2013 ("Act").
LISTINGWITH BSE LIMITED
During the year the company's equity shares got listed with BSE Limited having scripcode 539528 and scrip name AAYUSH.
CHANGE IN NATURE OF BUSINESS
During the year under review the company has obtained approval of members throughPostal Ballot under Section 110 of the Companies Act 2013 ('Act') read with Rule 22 ofthe Companies (Management and Administration) Rules 2014 for alteration of main objectsin Memorandum of Association and included the business of food grains commodities etc.which are having good potential and future prospects of the Company and also in alignmentwith existing Main Objects. The results of the postal ballot were declared on 15thFebruary 2016.
MANAGEMENT DISCUSSION & ANALYSIS
In line with the requirements of Regulation 34(3) read with Schedule V of ListingRegulations the Management Discussion & Analysis forms part of this report andannexed hereto as Annexure-A.
BOARD OF DIRECTORS COMMITTEES OF BOARD AND MEETINGS
Composition and category of Directors
The Board as a main functionary is primary responsible to ensure value creation for itsstakeholders. The Board of Directors and its Committees through their leadership andguidance ensures the highest standards of corporate governance.
There are 7 (Seven) Directors on Board as on 31st March 2016. There is an appropriatecombination of Independentand non-independent Directors on Board.
Composition of Board and Directorships held as on 31st March 2016
|S.N. Name of the Director ||Category ||Directorships held in other Companies |
|1 Ashish Mittal ||Managing Director ||Santosh Overseas Limited Santosh Warehousing Limited Empire Finvest Limited Priority Vanijya Private Limited Nav Tradex Private Limited* GPM Spinning Mills Pvt. Ltd.** |
|2 Sunil Mittal ||Non-Independent & Non-Executive Director ||Diamond Agro Industries Limited Santosh Overseas Limited Santosh Warehousing Limited |
|3 Neena Mittal ||Non-Independent & Non-Executive Director ||NAV Tradex Private Limited Santosh Warehousing Limited |
|4 Ajay Mathur ||Independent Director ||Diamond Agro Industries Limited Justride Enterprises Limited Santosh Overseas Limited Santosh Warehousing Limited |
|5 Atul Kumar Chaturvedi ||Independent Director ||Ratan Exports and Industries Limited |
|6 Rajesh Goel1 ||Additional Director ||Nil |
|7 Pawan Kumar Singh2 ||Additional Director ||Santosh Warehousing Limited*** |
1) * Resigned as on 11.07.2016
2) ** Resigned as on 23.06.2016
3) *** Appointed as Additional Director w.e.f30.06.2016
The Board consists of 7 (seven) Members 1 (one) of whom is an Executive Director 2(two) of them are Non-Executive Directors including a Woman Director and 4 (four) of themare Independent Directors. The Company is in compliance with the composition of Board ofDirectors in terms of the Companies Act 2013. All Independent Directors have confirmedthat they have met the criteria as mentioned under Section 149(7) of the Companies Act2013 ("Act"). During the year the Independent Directors have met on 8thFebruary 2016 without the presence of Non-Independent Directors and Members of theManagement to evaluate the performance of Non-Independent Directors and the Board ofDirectors as a whole as required under section 149(8) of the Companies Act 2013 read withSchedule IV i.e. Code for Independent Directors.
1. Mr. Rajesh Goel (DIN: 05299193)is appointed as an Additional Director of the Companyin terms of Section 149152 & 161 read with Schedule IV & other provisions of theCompanies Act 2013 & The Companies (Appointment and Qualification of Directors)Rules 2014 (including any statutory modification(s) or reenactment thereof for the timebeing in force) in Board Meeting held on 17th February 2016. In terms of the provisionsof Section 161(1) of the Companies Act 2013 he would hold office upto the date of theensuing Annual General Meeting. Under the provisions of Section 160 of the Companies Act2013 the Company has received a notice in writing from a member along with the requisitedeposit proposing the candidature of Mr. Rajesh Goel for the office of Director of theCompany.
2. Mr. Pawan Kumar Singh (DIN: 07371411) is appointed as an Additional Director ofthe Company in terms of Section 149 152 & 161 read with Schedule IV &.other provisions of the Companies Act 2013 & The Companies (Appointment andQualification of Directors) Rules 2014 (including any statutory modification(s) orreenactment thereof for the time being in force) in Board Meeting held on 17th February2016. In terms of the provisions of Section 161(1) of the Companies Act 2013 he wouldhold office upto the date of the ensuing Annual General Meeting. Under the provisions ofSection 160 of the Companies Act 2013 the Company has received a notice in writing froma member along with the requisite deposit proposing the candidature of Mr. Pawan KumarSingh for the office of Director of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
In compliance with section 149(7) of the Act all Independent Directors have givendeclaration that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16(l)(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
Mr. Ajay Mathur Mr. Atul Kumar Chaturvedi Mr. Rajesh Goel and Mr. Pawan Kumar SinghIndependent Directors are already familiar with the nature and industry business plan andother aspects of the Company. However the familiarization program of IndependentDirectors familarise the Independent Directors with the company in respect of their rolesduties and responsibilities and related matters.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and the reviews performed by the Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2015-16.
Accordingly pursuant to Section 134(5) of the Act the Board of Directors to the bestof their knowledge and ability confirm that: -
a) In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company forthat period;
c) The Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 proper Internal Financial Controls ("IFC")and such IFC are adequate and were operating effectively;
f) The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Change in Directors and Key Managerial Personnel
During the year under review the Board made the following appointments/reappointmentsbased on the recommendations of the Nomination and Remuneration Committee.
i. Appointment of Mr. Rajesh Goel and Mr. Pawan Kumar Singh as Additional Directorsin Board Meeting dated 17th February 2016 who hold office upto the date of ensuing AGM.Notice along with the requisite deposit has been received from the Members of the Companyproposing their candidature. The Board recommendstheir appointment in the ensuing AGM.
ii. As per the provisions of the Companies Act 2013 Mrs. Neena Mittal retires byrotation at the ensuing AGM and being eligible seeks re-appointment. The Board recommendsher reappointment.
iii. Ms. Khushbu Mittal is appointed as Company Secretary and Compliance Officerwith effect from 1st August 2015.
iv. Ms. Ruchi Aggarwal Company Secretary has resigned with effect from 31stluly2015.
None of the Directors resigned during the year.
During the year under review there were 10 (ten) Board Meetings held on 30th May20151st August 2015 14th August 2015 28th August 2015 12th November 2015 10thDecember 2015 19th December 201511th January 201612th February 2016 and 17thFebruary 2016 respectively. Dates of Board Meetings are generally decided in advance. TheBoard periodically reviews compliance reports of all laws applicable to the Company. TheBoard meets at least once in a quarter to review the quarterly results. Additionalmeetings are held as and when it is necessary.
Attendance of Directors for the year ended 31st March 2016
|Name of the Directors ||Position ||No. of Meetings attended |
|Ashish Mittal ||Managing Director ||06 |
|Sunil Mittal ||Non-Independent &Non-Executive Director ||04 |
|Neena Mittal ||Non-Independent &Non-Executive Director ||08 |
|Ajay Mathur ||Independent Director ||10 |
|Atul Kumar Chaturvedi ||Independent Director ||08 |
|Rajesh Goel1 ||Additional Director ||Not applicable |
|Pawan Kumar Singh2 ||Additional Director ||Not applicable |
1. Appointed as Additional Director w.e.f 17th February 2016.
2. Appointed as Additional Director w.e.f 17h February 2016.
The Board has constituted various Committees with specific terms of reference/scope tofocus effectively on the issues and ensure expedient resolution of diverse matters. Theminutes of various Committee meetings are placed before the Board for discussions reviewnoting etc. The recommendations of the Committees are placed before the Board fornecessary approval.
The Board has constituted following Committees: -
i) Audit Committee;
ii) Nomination & Remuneration Committee; and
iii) Stakeholders' Relationship Committee;
Each Committee has appropriate combination of Independent and Non-IndependentDirectors.The Company Secretary acts as Secretary to all Committees.
The Company has complied with the requirements of Section 177 of the Companies Act2013 with regard to the composition of the Audit Committee. All Members of the Committeeare financially literate and have relevant finance and/or audit exposure. The Committee isentrusted with the responsibility to supervise the Company's internal control andfinancial reporting process. The Statutory Auditors are invited in meeting as and whenrequired for interacting with the Members of the Committee regarding the accounts of theCompany.
The terms of reference of Audit Committee are as under:
1. To review and recommend the quarterly financial statements of the company;
2. To review internal control and internal audit system;
3. Review of Accounts and Reports;
4. Overseeing the vigil mechanism;
5. To make recommendation for appointment remuneration and terms of appointment ofauditors of the company.
Audit Committee has all the powers and scope of activities laid down in Section 177 ofthe Companies Act 2013. All recommendations made by the Audit Committee during the yearwere accepted by the Board.
During the year the Audit Committee has met 5 (five) times on following dates:-
1. 30h May 2015;
2. 14h August 2015;
3. 12h November 2015;
4. 22nd December 2015; and
5. 12h February 2016
The composition of the Committee and the attendance details of the Members are givenbelow:
|Name of the Directors ||Category ||No. of meetings attended |
|Ajay Mathur* ||Member - Independent ||5 |
|Atul Kumar Chaturvedi ||Member - Independent ||5 |
|Neena Mittal ||Member-Non-Independent and Non-Executive ||5 |
*Mr. Ajay Mathur was unanimously elected as Chairman in all the Audit CommitteeMeetings.
Nomination & Remuneration Committee
In terms of Section 178 of the Act the Board has constituted the Nomination andRemuneration Committee to oversee the appointment of Directors and Senior Management andtheir remuneration including criteria for determining qualifications positive attributesindependence of a director and other matters.
During the year the committee has met twice on following dates:-
1. 1st August 2015;
2. 17th February 2016.
The composition of this Committee and the details of meetings attended by Members aregiven below:-
|Name of the Member ||Category ||No. of meetings attended |
|Ajay Mathur* ||Member - Independent ||2 |
|Atul Kumar Chaturvedi ||Member - Independent ||2 |
|Neena Mittal ||Member-Non-Independent and Non-Executive ||2 |
*Mr. Ajay Mathur was unanimously elected as Chairman in all the Nomination andRemuneration Committee Meetings.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The policy of the Company on director's appointment and remuneration as required undersub-section 3 of Section 178 of the Companies Act 2013 is available on our website(www.aayushfoods.com ). There has been no change in the policy since the last financialyear.
The Board evaluated the effectiveness of its functioning and that of the Committees andof individual directors by seeking their inputs on various aspects of Board/CommitteeGovernance.
The aspects covered in the evaluation included the contribution to and monitoring ofcorporate governance practices participation in the long-term strategic planning and thefulfillment of Directors' obligations and fiduciary responsibilities including but notlimited to active participation at the Board and Committee meetings.
The Board considered and discussed the inputs received from the Directors.
Further the Independent Directors at their meeting reviewed the performance of BoardExecutive and Non-Executive Directors of the Board.
STAKEHOLDERS' RELATIONSHIP COMMITTEE
In terms of Section 178 (5) of the Act the Board has constituted Stakeholders'Relationship Committee ("SRC"). The Committee shall specifically lookinto the mechanism of redressal of grievances of shareholders including complaints relatedto transfer of shares non-receipt of annual report and nonreceipt of declared dividends.
The Committee has met once during the year on 6th February 2016.
The composition of the Committee and the attendance details of the Members are givenbelow:
|Name of the Member ||Category ||No. of meetings attended |
|Ajay Mathur* ||Member - Independent ||1 |
|Atul Kumar Chaturvedi ||Member - Independent ||1 |
|Neena Mittal ||Member-Non-Independent and Non-Executive ||1 |
*Mr. Ajay Mathur was unanimously elected as Chairman in the Stakeholder's RelationshipCommittee Meeting.
Details of Shareholders' Complaints received resolved & pending during FY. 2015-16
|Particulars ||Nos. |
|Complaints pending as on 1 April 2015 ||Nil |
|Complaints received during the year ended 31 March 2016 ||Nil |
|Complaints disposed of during the year ended 31 March 2016 ||Nil |
|Complaints pending as on 31 March 2016 ||Nil |
Name designation & address of Compliance Officer:-
Ms. Khushbu Mittal
G-321 Chirag Delhi
Ph. : 011-46095455; 41009092
INTERNAL FINANCIAL CONTROL
Your Company has adequate internal control system in place commensurate with the sizescale and complexity of the operations. The Statutory Auditor has also commented on theinternal financial control on financial reporting in their report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT - 9 in Annexure-Bas per provisions of the Act and rules framed thereunder is annexed to this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint Venture and Associate Company.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
RELATED PARTY TRANSACTIONS
All related party transactions ("RPT") entered into during FY 2015-16were on arm's length basis and also in the ordinary course of business. No material RPTwas made by the Company with Promoters Directors KMP or other designated persons duringFY 2015-16. The policy on RPT as approved by the Board is uploaded on the Company'swebsite at the link www.aayushfoods.com .
In view of the above the disclosure required under the Act in form AOC-2 is notapplicable for the FY 2015-16.
None of the Directors or KMP has any pecuniary relationships or transactions vis-a-visthe Company during FY 2015-16.
PROHIBITION OF INSIDER TRADING
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of practices and procedures for FairDisclosure of Unpublished Price Sensitive Information ("Code") as approved bythe Board is in force. The objective of this Code is to protect the interest ofshareholders at large to prevent misuse of any price sensitive information and to preventany insider trading activity by dealing in shares of the Company by its Directorsdesignated employees and other employees. The Company also adopts the concept of TradingWindow Closure to prevent its Directors Officers designated employees and otheremployees from trading in the securities of Aayush Food and Herbs Limited at the time whenthere is unpublished price sensitive information.
OPEN OFFER TO SHAREHOLDERS BY MRS. PAL LAV I MITTAL
During the year under review Surya Medi Tech Ltd. and Vertex Drugs Pvt. Ltd.shareholders of the Company agreed to sell a substantial part of their equity stake inthe Company to Mrs. Pallavi Mittal and persons acting in concert by way of a sharepurchase deed dated 17th March 2016. In terms of the provisions of SEBI (SubstantialAcquisition of Shares and Takeovers) Regulations 2011 Mrs. Pallavi Mittal issued aPublic Announcement on 17th March 2016 to make an open offer to the equity shareholders ofthe Company. Mrs. Pallavi Mittal also filed the draft Letter of Offer dated 31st March2016 with SEBI and was approved by SEBI on 04th August 2016.
SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS/COURTS
There were no significant material orders passed by the Regulators/ Courts/ Tribunalsimpacting the going concern status and Company's operations in future.
There were also no material changes and commitments after the closure of the year tillthe date of this report which affect the financial position of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
Particulars required by the Section 134(3)(m) of the Companies Act 2013 ("theAct") read with rule 8(3) of the Companies (Accounts) Rules 2014 and forming part ofthe Directors' Report for the year ended March 312016.
|(A) Conservation of energy- || |
|(i) The steps taken or impact on conservation of energy: ||NIL |
|(ii) The steps taken by the company for utilising alternate sources of energy: ||NIL |
|(iii) The capital investment on energy conservation equipments: ||NIL |
|(B) Technology absorption- || |
|(i) The efforts made towards technology absorption: ||NIL |
|(ii) The benefits derived like product improvement cost reduction Product development or import substitution: ||NIL |
|(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): ||NIL |
|(iv) The expenditure incurred on Research and Development: ||NIL |
|(C) Foreign Exchange Earning and outgo: || |
|(i) Activities relating to exports; Initiative taken to increase exports development of new markets for products and services; and export plans: ||NIL |
|(ii) Total Foreign Exchange Earned: ||NIL |
|(iii) Total Foreign Exchange Used: ||NIL |
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with sub-rules (2) and(3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 there are no employees drawing remuneration in excess of the limits set outin the said Rules.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are available for inspection at the registered officeand the same shall be furnished on request.
M/s Sudhir Agarwal & Associates (Firm Registration No. 509930C) CharteredAccountant who are the statutory auditors of the Company hold office until theconclusion of the ensuing AGM and are eligible for re-appointment. Members of the Companyat the AGM held on 20th September 2014 had approved the appointment of M/s Sudhir Agarwalfora period of five financial years. As required by the provisions of the Companies Act2013 their appointment should be ratified by members each year at the AGM. Accordinglyrequisite resolution forms part of the notice convening the AG M.
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed Mr. K. O.Siddiqui Practicing Company Secretary to undertake the Secretarial Audit of the Companyfor the year ended 31 March 2016. The Secretarial Audit Report is annexed in Annexure-Cherewith and forms part of this report.
There are no qualifications in the reports of the Statutory Auditors and SecretarialAuditors.
The Company has already identified the key risks areas which may affect the businessgoals and periodically revisits the relevance of the identified risks and progress of themitigation plans undertaken. The Company has adopted a Risk Management Policy inaccordance with the provisions of the Act. It establishes various levels of accountabilityand overview within the Company.
The Audit Committee of the Board of the Company has been entrusted with the task toframe implement and monitor the risk management plan for the Company and it isresponsible for reviewing the risk management plan and ensuring its effectiveness with anadditional oversight in the area of financial risks and controls.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Policy in line with the requirements of The SexualHarassment of Women at the Work place (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee ("ICC") is in place to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary traineesetc.) are covered under this Policy.
The following is a summary of sexual harassment complaints received and disposed ofduring the year 2015-16:-
No. of complaints received-NIL
No. of complaints disposed of-NIL
In pursuance to the provisions of section 177(9) & (10) of the Companies Act 2013the 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 Company has adopted a policy on Vigil Mechanism which is available on our websitei.e. www.aayushfoods.com .
The Board takes this opportunity to sincerely thank all its stakeholders i.e.shareholders customers suppliers contractors bankers employees government agencieslocal authorities and the immediate society for their un-stinted support and co-operationduringtheyear.
|On behalf of the Board of Directors ||On behalf of the Board of Directors |
|For Aayush Food and Herbs Limited ||For Aayush Food and Herbs Limited |
|Sd/- ||Sd/- |
|Ashish Mittal ||Sunil Mittal |
|Managing Director ||Director |
|DIN:02158722 ||DIN:00124175 |
|Place: Delhi || |
|Date: 24.08.2016 || |