The working results of the Company for the yearunderreviewaregivenbelow:-
|Particulars ||Year ended 31.03.2015 ||Year ended 31.03.2014 |
| ||(Rs.) ||(Rs.) |
|Profit/ (Loss)beforetax ||108898688 ||114463667 |
|ProvisionforTaxation -CurrentTax ||38546000 ||38500000 |
|-Deferredtax ||(3134308) ||(1779837) |
|-Wealthtax ||Nil ||Nil |
|Profit/ (Loss)AfterTax ||77743505 ||77743505 |
|Less :Incometaxpaidforearlieryears ||2245095 ||Nil |
|TransfertoStatutoryReserveFund ||14248380 ||15548701 |
|Balancebroughtforwardfromprevious year ||266397165 ||204202362 |
|BalancecarriedtoBalanceSheet ||56993521 ||62194804 |
To conserve the resources of the Company for future expansion the Board has decidednot to recommendanydividendforthe yearunderreview.
Theprofitofthe companyduringthecurrentyearshowsdecreaseascomparisontoprevious year.Your Directors are making all efforts to further improve the performance of the companyinfuture.
TheCompanyhasthreesubsidiarycompanies M/sAtulAgroPrivateLimitedM/sOJASSuppliersLimitedandMPSStructuresPrivateLimited& one associateVardhman Business Ventures Limitedfor consolidation purposes.AspertheprovisionsofClause49(III)ofthe ListingAgreementM/sAtul Agro Private Limited and MPS Structures Private Limited was not a material non-listedsubsidiary company for the financial year 2014-15 andhencethe provisions of this clausedid not apply.OJAS Suppliers Limited was amaterial non-listed subsidiarycompanyforthefinancial year2014-15andtheprovisionsofthisclauseweredulycomplied.
Your DirectorstakepleasureinattachingtheConsolidatedFinancialStatementspursuanttoClause32 oftheListingAgreemententered into withtheStockExchangesandpreparedinaccordancewiththeAccountingStandardsprescribedbytheInstituteofCharteredAccountantsofIndiainthisregard.TheAuditorsReporttotheShareholdersthereupondoesnot containanyqualification.
?Profit Before Tax(PBT)increased by 6.06% from Rs.1559.36 lacs in Financial Year2013-14toRs. 1654.72 lacs in Financial Year 2014-15.
ProfitAfterTax(PAT)increasedby2.91%fromRs.1062.82lacsinFinancialYear2013-14toRs. 1093.39lacs inFinancialYear2014-15.
The Company has not accepted any deposits during theyear under review and it continuesto be a Non-deposit takingNon Banking Financial Company in conformity the guidelines ofthe Reserve Bank of India and Companies (Acceptanceof Deposits) Rules 1975.
Sh. Naresh KumarSehraretires(19-12-2014) during the year due to personal reason.
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013withrespect to DirectorsResponsibilitystatementit isherebyconfirmed:
a) Thatinthepreparationoftheaccountsforthefinancialyearended31st March2015theapplicable accounting standards have been followed along withproper explanationsrelatingtomaterial departures;
b) ThattheDirectorshaveselectedsuchaccountingpoliciesandappliedthemconsistently andmadejudgmentsandestimatesthatwerereasonableandprudentsoastogiveatrue andfairviewofthe stateofaffairsoftheCompanyattheendofthefinancialyearandof theprofitoftheCompanyoftheyearunderreview;
c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accountingrecordsinaccordance withtheprovisionoftheCompaniesAct2013forsafeguarding the assetsof the company and for preventing and detecting fraudandotherirregularities.
d) ThattheDirectorshavepreparedtheannualaccountsforthefinancialyearended31st March2015ona goingconcernbasis.
e) The Company had followed the internal financialcontrols laid down by the directorsand that such internal financial controls are adequate and wereoperating effectively.
TheAuditorsReportisunqualified.ThenotestotheAccountsreferredtointheAuditorsReport are selfexplanatory andthereforedonotcallforanyfurtherclarifications.
M/sT.R.Chadha &Co.CharteredAccountants.Auditorsofthe companyretireat theconclusionof the forthcoming Annual General Meeting. It is proposed to re-appoint M/sT.R.Chadha & Company Chartered Accountants to hold the office as auditors till theconclusion of the next fourAnnual General Meeting on such remuneration as may bedetermined by the Board of directors of the company.TheCompanyhasreceivedacertificatefromthestatutoryauditorstothe effectthattheirappointment;ifmadewouldbe withinthelimitprescribedundersection139& 141oftheCompaniesAct2013.Theyhave alsoconfirmedthattheyholdavalidpeerreviewcertificateasprescribedunderclause41(1)(h)oftheListing Agreement. Members arerequestedto considertheirre-appointment.
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are givenbelow:
(i)The ratio of the remuneration of each Director to the median remuneration of theemployees of the Companyfor the financial year 2014-15 percentage increase inremuneration of each Director Chief Financial Officer and Company Secretary during thefinancial year 2014-15 and the comparison of remuneration of each Key ManagerialPersonnel (KMP) against the performance of the Company are as under:
1. The Company has not paid any remuneration including Sitting fees to Non-executiveDirectors. Therefore the ratio to median remuneration is not applicable for Non-executivedirectors.
|Executive Directors/KMP ||Ratio to Median Remuneration ||% increase in remuneration in the financial year ||Comparison of the Remuneration of the KMP against the performance of the company |
|Mr. Sharad Saluja ||59.52 ||13.64 % ||Profit before tax decreasedby 4.86 |
|Managing Director || || ||% and Profit after tax decreased |
|Mr. Vivek Chaturvedi ||2.54 ||12.81 % ||by 8.36% infinancial year 2014-15 |
|Chief Financial Officer || || || |
|Mr. Amitava Das ||0.64 ||No increase || |
|Company Secretary || || || |
ii) The percentage increase in the median remuneration of employees in the financialyear: 4.15%
iii) The number of permanent employees on the rolls of company: 6
iv) The explanation on the relationship between average increase in remuneration andcompany performance:-The Profit before Tax for the financial year ended March 31 2015decreased by 4.86% whereas the increasein median remuneration was 4.15%.
v) The key parameters for the variable component of remuneration availed bytheManagingdirectors is as per the remuneration policy for directors and further approvedby Central Government. Key managerial personnel and other employees recommended by theNomination and Remuneration Committee and approved by the Board of Directors.
vi) The particulars of employees required under section 197(12) of the CompaniesAct2013 read with Rules 5 (2) and5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not furnished as there is no employee in receipt ofremuneration more than the prescribed limit.
The Board of Directors wish to express its appreciation to all the employees for theiroutstanding contribution to the operations of the Company during the year. The informationrequired under the CompaniesAct2013andtheRulesmadethereunder is providedasbelow:
Details ofremunerationpaid/payabletoDirectorsfortheyear endedMarch 312015:
|NameoftheDirector ||Designation ||Salary&Perquisites* ||Total |
|Mr.SharadSaluja ||ManagingDirector ||Rs. 7500000 ||Rs. 7500000 |
*approved fromtheAGM and theCentral Government.
InviewofthenatureofactivitiesbeingcarriedonbytheCompany underSection 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts)Rules 2014 concerningconservationof energyandtechnologyabsorptionrespectivelyarenotapplicable to the Company.
The companyhadnoforeignexchangeinfloworoutflowduringthe yearunderreview.
TheCompanyhasmaintainedacordialrelationshipwithitsemployeeswhichresultedin smoothflowofbusinessoperationsduringthe yearunderreview.
15. RESERVEBANKOF INDIAREGULATIONS
TheCompanyhascompliedwithalltheapplicableregulationsoftheReserveBankofIndia as onMarch31 2015.
PursuanttoSection135oftheCompaniesAct2013theBoardofDirectorsinitsmeetingheld on May27 2014 has constituted Corporate Social Responsibility Committee of three directorsandaCorporate Social ResponsibilityPolicy (CSR Policy) indicatingthe activities to beundertaken by the Company which hasbeen approved by the Board.The object of CSR Policy ofthe Company is to continue to contribute towards social welfare projects for benefits ofsociety and majorfocusing on providing education vocational training promoting healthcare facilities to economically weaker and underprivilegedsection of the Society and to dosuch other activities as may be permissible under Section 135 of the Companies Act 2013and the Companies (Corporate Social Responsibility Policy) Rules 2014.
As part of its initiatives under "Corporate Social Responsibility"(CSR) theCompany are in the process of undertakingprojects in the area ofeducation and vocationaltraining of the unprivileged womenand differently abled. These projects will beinaccordance withSchedule VII of the Companies Act 2013.The details of activityundertakenby the Company is annexed as Annexure-I.
17.DECLARATION BY INDEPENDENT DIRECTORS
The Board has received the declaration from all theIndependent Directors as per theSection 149(7) of the Companies Act 2013 and the Board is satisfied that alltheIndependent Directors meet the criterion of independenceas mentioned in Section 149(6)of the Companies Act 2013.
18.COMPANYS POLICY ON DIRECTORS APPOINTMENT ANDREMUNERATION
The Nomination Remuneration and Compensation Committee has put in a place the policy onboard diversityfor appointment of directors taking into consideration qualification andwide experience of the directors in the fields of banking finance regulatory Marketingadministration legal apart from complianceof legal requirements of the Company. TheCompanyhas laid down remuneration criteria for the directors key managerial personnel andother employees in the Nomination Remuneration and Compensation Committee Policy. ThePolicy on Board Diversity and Nomination Remuneration and Compensation CommitteePolicyaregiven in Annexure-IIandIII to this reportand arealso uploaded on theCompanys Website.
19.NUMBER OF MEETINGS OF THE BOARD
During the year Sixteen (16) Board Meetings were held. Thedetails ofthe Board andvarious Committee meetings are given in theCorporate Governance Report.
20. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 andClause 49 of the ListingAgreement the Board has carried outan annual performance evaluation of its ownperformancethe directors individually as well as the evaluation of theworking of itsvarious Committees. The manner in whichthe evaluation has been carried out has beenexplained in theCorporate Governance Report.
21.DISCLOSURES AS PER THE SECTION 134 OF THECOMPANIES ACT 2013 READ WITH RULE 8(5)OFTHE COMPANIES (ACCOUNTS) RULES 2014
Extract of Annual Return
The extract of the annual return in the Form MGT 9 isannexed to thisreportas Annexure-IV.
Particulars of loans guarantee or investments
Pursuant to Section 186 (11) (a) of the Companies Act 2013 (the Act) readwith Rule 11(2) of the Companies(Meetings of Board and its Powers) Rules 2014 theloanmade guarantee given or security provided in the ordinarycourse of business byaNon-Banking Financial Company(NBFC) registered with Reserve Bank of India are exemptfromthe applicability of provisions of Section 186 of theAct.As such the particulars of loansand guarantee have not beendisclosed in this Report.
During the year underreview the Company has invested surplus funds in varioussecurities in the ordinary course ofbusiness the details ofthe Current Investments andNon-Current Investments ofthe Company are furnished under notes forming part of theFinancialStatements for the year ended March 31 2015.
Particulars of Contracts or Arrangements with Related Parties
The Related Party Transactions (RPTs) were entered inordinary course of business on anarms length basis andwere in compliance withthe provisions of the CompaniesAct 2013and the Listing Agreement. There are no materially significant related party transactionsmade by the Company with Promoters Directors Key Managerial Personnel orother designatedpersons which may have a potential conflictwith the interest of the Company at large.
The statement of RPTs is placed before the Audit Committeeand the Board on a quarterlybasis. Omnibus approval wasobtained for the transactions of repetitive nature. The Policyon Materiality ofRelated Party Transactions anddealing with Related PartyTransactions asapproved by theBoard is uploaded on the Companys website.None of the Directorshasany pecuniary relationships ortransactions vis-a-visthe Company. The details ofthetransactions with Related Party are provided in the note 31of the FinancialStatementsforming part of this Annual Report and the particulars ofRPTs in Form AOC-2 isannexed to this report as Annexure-V.
Whistle Blower Policy/Vigil Mechanism
The Company has framed a Whistle Blower Policy/VigilMechanism providing a mechanismunder which an employee/director of the Company may report violation of personnel policiesof the Company unethical behavioursuspected or actual fraud violation of code ofconduct. The Vigil Mechanism ensures standards of professionalismhonesty integrity andethical behavior. The Whistle BlowerPolicy/Vigil Mechanism is uploaded on theCompanysWebsite.
The details are spread overin the Annual Report as well asare provided in the beginningof this report.
Directors and Key Managerial Personnel
Directors The information regarding the Directorsappointed or retired/resigned duringthe year underconsideration is provided in this report.
Key Managerial Personnel None of the Key ManagerialPersonnel has resigned or appointedduring the yearunder review.
Subsidiariesor Associate Companies
No companies have ceased to be its Subsidiariesduring the year.
Significant and Material Orders
There are no significant and material orders passed by theregulators or courts ortribunals impacting the going concernstatus and Companys operations in future.
Internal Financial Controls
The details in respect of adequacy of internal financialcontrols with reference to theFinancial Statements The Companys well defined organisational structuredocumentedpolicy guidelines defined authority matrix and internal financial controls ensureefficiency of operations protection of resources and compliance with the applicablelawsand regulations. Moreover the Company continuouslyupgrades its systems and undertakesreview of policies.
The internal financial control is supplemented by extensive internal audits regularreviews by management and standardpolicies and guidelines to ensure reliability offinancial and all other records prepare financial statements and other data.
The Audit Committee of the Board reviews internal audit reports given along withmanagement comments. The AuditCommittee also monitors the implemented suggestions.
22. SECRETARIAL AUDIT
The Board had appointed Mr. Vikas Gera Practicing Company Secretary (Certificate ofPractice No. 4500) (Membership No. FCS 5248) to carry out Secretarial Audit under theprovisionsof Section 204 of the Companies Act 2013 for the financial year 2014-15. TheSecretarial Audit Report is annexed to this report as Annexure-VI. Thereport doesnot contain any qualification.
Following Reports are attached to this Report pursuant to the provisions of the ListingAgreementwiththeStockExchange:
(i) TheReportonCorporateGovernanceasper clause49oftheListingagreementformspart of theAnnual Report and is annexed herewith together with Auditors CertificateonCorporateGovernancethecertificateduly signedbytheManaging DirectorandChiefFinancialOfficerontheFinancialStatementsofthe Companyfor theyearendedMarch312015assubmittedtotheBoardofDirectorsattheirmeetingheldonMay272015 andthedeclarationby the ManagingDirectorregarding complianceby the Boardmembersand seniormanagementpersonnelwith theCompanysCode of Conduct.
(ii) The Management Discussion & Analysis Report as per clause 49 of the Listingagreement is givenasaseparateReportformingpart of theAnnual Report.
TheBoardofDirectors wouldlike tothankReserveBankofIndiaandotherRegulatory/ Governmentauthorities and Stock Exchanges fortheir support and stakeholders for their continuedco-operation and support.
|REGISTEREDOFFICE ||OnbehalfoftheBoardofDirectors |
|166CottonStreet ||ForACMERESOURCESLIMITED |
|1st FloorPostBadaBazaar || || |
|Kolkata 700007 || || |
|Phone:(033)2243-7480 ||sd/- ||sd/- |
|Fax: 91-332243-7481 ||KuldeepSaluja ||SharadSaluja |
|Email:email@example.com ||Director ||Managing Director |
|Website:www.acmeresources.in || || |
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. A brief outline of the Companys CSR policy including overview of projects orprogrammes proposed to be undertaken are given in CSR policy are as below:
2. The Companys CSR policy is based on the firm belief that there can be nothingbetter than enriching the human capital of the society which can provide a sustainablesocio economic impact. Towards that end the Companys CSR initiative has beendirected to provide to the most economically and social challenged people particularlywomen and the differently abled an easy access to better education and vocationaltraining.
3. The Composition of the CSR Committee : i. Mr. Sharad Saluja-Chairperson ii. Mr. AjayKumar Agarwal-Member iii. Mr. Balbinder Singh-Member iv. Mr. Vimal Kishore Agarwal Member
4. Average net profit of the Company for last three financial years: 776.60 lacs
5. Prescribed CSR Expenditure: 15.53 lacs
6. Details of CSR spend for thefinancial year: a) Total amount spent for the financialyear: Nil b) Amount unspent : 15.53 lacs
In the absence of suitable CSR Project and paucity of time for evaluation of rightproject/ program the CSR Committee has not spent any amount on CSR projects. The Companyare in the process of undertaking projects in the area of education and vocationaltraining of the unprivileged women and differently abled.
|Place :NewDelhi ||Sd/- |
|Date : 27th May2015 ||SharadSaluja |
| ||ManagingDirector |
POLICY ON BOARD DIVERSITY
In accordance with the clause 49 of Listing Agreement as amendedthe Company has frameda formal policy on Boarddiversity which sets out a framework to promote diversity onCompanys Board of directors (the Board).
The Company recognizes the importance and benefits of having the diverse Board toenhance quality of its performance.
The Company believes that a diverse Board will enhance the quality of thedecisions madebythe Board by utilizing the different skills qualification professional experiencegender knowledge etc. of the members of the Board necessary for achievingsustainable andbalanced development. Forappointments of persons to officeof directorsand decidingcomposition of theBoard the Nomination Remuneration and Compensation Committee (NRCCommittee) and the Board shall also have dueregard to this policy on Board diversity. Inthis process the NRC Committee /Board willtake into consideration qualificationand wideexperience of the directors in the fields of finance regulatory administration legalcommercial marketing apart from compliance of legal and contractual requirements of theCompany.
The total number of directors constituting the Board shall be in accordance with theArticlesof Association of the Company. The Board of directors of the Company shall have anoptimum combination of executive and non-executive directors with at least one womandirector and the composition of the Board shall be in accordance withrequirements of theArticles ofAssociation of the Company the Companies Act 2013 Listing Agreement and thestatutory regulatory and contractualobligations of the Company.
4.Review of Policy
The NRC Committee will review the policy from time to time and make recommendations onany required changes to Boardfor consideration and approval.
5. Disclosure of the Policy
This policy will be posted on the Companys website. Th e necessary disclosureabout thepolicy will also be made as perrequirements of the Listing Agreement and theCompanies Act 2013.
Annexure-III NOMINATION REMUNERATION ANDCOMPENSATION COMMITTEE POLICY
Composition of the Nomination Remuneration and Compensation Committee (NRC Committee)
The NRC Committee of the Company shall be formed by theBoard of Directors of theCompany out of its Board members.The NRC Committee shall consist of minimum threenon-executivedirectors out ofwhich two shall be independentdirectors. The chairperson ofthe company may be appointedas a member of the NRC Committee but shall not chair the NRCCommittee. The Chairman of the NRC Committee shall be an independent director. No memberof the NRCCommittee shall have a relationship that may interfere withhis independence frommanagement and the Company orwith the exercise of his duties as a NRC committee member.
The NRC Committee may invite such of the executives of theCompany as it considersappropriate (and particularly theManaging Director) to be present at the meetings of theNRCcommittee but on occasions it may also meet without thepresence of any executives ofthe company.
The Company Secretary shallact as the secretary to the NRCCommittee.
An independent directorin relation to a company meansa director other than a managingdirector or a whole-timedirector or a nominee director-
(a) who in the opinion of theBoard is a person of integrityand possesses relevantexpertise and experience;
(b) (i)who is or was not apromoter of the company or itsholding subsidiary orassociate company; (ii) who is not related to promoters or directors in the company itsholding subsidiary or associate company;
(c) who has orhad nopecuniary relationship with thecompany its holding subsidiary orassociate company or their promoters or directors during the twoimmediatelyprecedingfinancial years or during the current financial year;
(d) none of whose relatives has or had pecuniary relationshipor transaction with thecompany its holding subsidiaryor associate company or their promoters ordirectorsamounting to two per centor more of its gross turnover or total income or fiftylacs rupees or such higher amountasmay be prescribedwhichever is lower during the twoimmediately preceding financial years or during the current financial year;
(e) who neither himself nor any of his relatives
(i) holds or has held the position of a key managerialpersonnel oris orhas beenemployee of thecompany or its holding subsidiary or associate company in any of the threefinancial years immediately preceding the financial year in whichhe is proposed to beappointed;
(ii) is or has been an employee or proprietor orapartner in any of the three financialyearsimmediately preceding the financial year in whichhe is proposed to be appointed of(A)a firm of auditors or company secretaries inpractice or cost auditors of the company oritsholding subsidiary or associatecompany; or (B) any legal or a consulting firm that hasor hadany transaction with the company its holdingsubsidiary or associate companyamountingto ten per cent or more of the gross turnoverof such firm;
(iii)holds together with his relatives twoper cent ormore of the total voting power ofthe company; or
(iv) is a Chief Executive or director by whatever namecalled of any non-profitorganisation that receives twenty-five per cent or more of its receipts fromthe companyany of its promotersdirectors orits holding subsidiary or associate company orthat holdstwo per cent or more of the total votingpower of the company; or (f) who possesses suchother qualifications as may beprescribed.
Meetings of NRC Committee
The NRCCommittee shall meet at least two times in ayear and not more than six monthsshall elapse between two meetings. The quorum for any meeting of the NRCCommittee shall beeither two members or one third of the members of the NRC Committee present whicheverisgreater (any fraction rounded off to the next whole number)but there shall be a minimumof two independent memberspresent. All matters will be determined by a majority vote ofthemembers present.
The NRC Committee may adopt procedural rules for its meetings and the conduct of itsbusiness not inconsistentwith this policy the Companys Articles of Associationorapplicable laws. The NRC Committee is governed by the same rules regarding meetings(including meetings by telephonicconference or similar communication equipments)actionwithout meetings notice waiver of notice and votingrequirements as are applicableto the Board. Adequateprovision will be made for notice to members of all meetings.
The NRC Committee agenda is developed bythe Chairmanof the NRC Committee and theManaging Director withinput from appropriatemembers of management and staff.
The NRC Committee may meet periodically with seniormanagement personnel in separateexecutive sessions. When present the Chairman ofthe NRC Committee shallpreside over theNRC Committee meetings. In his absenceNRC Committee members present may appoint achairmanfrom among themselves. The Chairman of the NRCCommittee shall report to the Boardon NRC Committeemeetings and actionsand the Company Secretary shall keep minutes of allNRC Committee meetings which are distributed to NRC Committee members for reviewandapproval.
The chairperson of the NRC committees or in his absenceany other member of the NRCcommittee authorised byhim in this behalf shall attend the general meetings of thecompanyto answer the shareholder queries.
The NRC Committee shall evaluate its performance annuallyand discuss the outcome of theevaluation with the full Board.
Powers of the NRC Committee
The NRC Committee shallhave powers which include thefollowing:
1. To examine any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevantexpertise if it considers necessary.
5. Any other matter as may be assigned by the Board ofDirectors from time totime.
The NRC Committee shall have the resources and authority necessary to discharge itsduties and responsibilities.The NRC Committee shall have authority to appoint andterminateoutside counsel orother experts or consultants asit deems appropriate including soleauthority to approve the firms fees and other retention terms. The NRC Committeemayforthis purpose utilise the office of the CompanySecretary to appoint and inter act withsuch outside counselor other experts or consultants. The Companywill providethe NRCCommittee with appropriate funding as the NRC Committee determines for the payment ofcompensationto the Companys outside counsel and other advisors as itdeemsappropriate and administrative expenses of the NRCCommittee that are necessary orappropriate in carryingout its duties. In discharging its responsibilities the NRCCommittee is empowered to examine any matter relating to compensation and remunerationwhich are brought toits attention. The NRC Committee will have accessto theCompanysbooks recordsfacilities and personnel. Anycommunications between the NRC Committee andlegalcounsel in the course ofobtaining legal advice will beconsidered privilegedcommunications of the Company andthe NRC Committee will takeall necessary steps topreservethe privileged nature of those communications.
Role of the NRC Committee
1. Identify persons who are qualified to become directorsand who may be appointed insenior management inaccordance with the criteria laid down recommendto the Board theirappointment and removal and shallcarry out evaluation of every directorsperformance.
2. Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for the directors key managerialpersonnel and other employees after ensuringthat-o the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to runthe company successfully; orelationship of remuneration to performance is clear and meets appropriate performancebenchmarks and o remuneration to directors key managerialpersonnel and senior managementinvolves abalance between fixed and incentive pay reflectingshort and long-termperformance objectivesappropriate to the working of thecompany and itsgoals.
3. Devising a policy on Board diversity.
Remuneration of Managing Director:
The NRC Committee is responsible for assisting theBoard of Directors in theBoards overall responsibilities relating to determination on their behalf andonbehalfof the shareholders withagreed terms of reference the companys policy onspecific remuneration packagefor Managing Director including pension rights andanycompensation payment. The following shall be theprincipal recurring processes of theNRCCommitteein carrying out its responsibilities relating to ManagingDirectorsCompensation. The processes are set forthas a guideline with the understanding that theNRCCommittee may supplement them as appropriate.
1. Provide independent oversight of and consult withCompany management regarding theCompanys compensationbonus pension and other benefitplans policies and practicesapplicable to theCompany.
2. Develop guidelines for and annually review and approve (a) the annual basic salary(b) theannual incentive and bonus including the specific goals and amount and (c) equitycompensation for the Managing Director.
3. Review and approve
(a) employment agreementsseverance arrangements and change in control agreements /provisions and
(b) anyother benefitscompensation or arrangements for the Managing Director.
4. Prepare an annual report regarding ManagingDirectors compensation forinclusion in theCompanys financial statements as required underany Applicable Rules.
5. In consultation with outside consultantsevaluate and recommend the form andamountof compensation to the director and makerecommendations to the Board.
Remuneration of Independent Directors:
The Company is being benefited from the expertiseadvise and inputs provided by theIndependent Directors. The Independent Directors devote their valuable time indeliberatingon the strategic and critical issues in the courseof the Board and Committee meetings ofthe Company andgive their valuable advice suggestion and guidance to themanagement of theCompany from time to time.Remuneration will be paid to Non-Executive Independent Directorsof the company as adviced by the committee and Board as per Companies Act2013.
1. Report to the Boardon matters discussed at each NRCCommittee meeting. 2. Examine anymatter brought to its attention within thescope of its duties. 3. Annually evaluate itsown performance.
4. Review compensation related disclosures to be filedor submitted by theCompanypursuant to Applicable Rules.For the purpose of this Policy"ApplicableRules" means applicable laws regulations rules policy statementsor guidelines or notifications of or issuedby any Government/Quasi Government Authoritiesincluding the Securities and Exchange Board of Indiaand the Stock Exchanges.
5.The NRC Committee shall review and reassesstheadequacy of this Policyannuallyandrecommend any proposed changes to the Board forapproval.
6. Perform other functions as requested by the Board.
Changes in the Governing Laws:
Any changes in the Governing laws such as the Listing agreements Companies Act theSecurities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations2014 andthe other Laws and the Rules Notificationsand Guidelines if any issued/framedthereunderand applicableto the Company which has an effect ofenlarging the scope of therole of the NRC Committeeshall automatically be deemed to enlarge the role of theNRCCommittee provided herein above.
FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referredto in sub-section (1) of section 188 of the CompaniesAct 2013 including certain arms length transactions under thirdproviso thereto
1. Details of contracts or arrangements or transactionsnot at arms lengthbasis-There were no contracts or arrangements ortransactions entered into during the yearended March 31 2015 which were not at arms length basis.
(a) Name(s) of the related party and nature of relationship N.A.
(b) Nature of contracts/arrangements/transactions N.A. (c) Duration of the contracts /arrangements/transactions N.A.
(d) Salient terms of the contracts or arrangements or transactions including the valueif any N.A.
(e) Justification for entering into such contracts or arrangements or transactions N.A.
(f) Date(s) of approval by the Board N.A.
(g) Amount paid as advances if any: N.A.
(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188 N.A.
2. Details of Material contracts or arrangement or transactions at armslength basis:-
|Name of the Related Party ||Relation ||Salient terms of the contracts or arrangements or transactions including the value if any |
|1. Ojas Suppliers Limited ||Subsidiary Companies ||*Loan agreements |
|2. Vardhman Business Ventures Limited ||Subsidiary Companies ||*Loan agreements |
|3. Vinay Homes Pvt. Ltd. ||Under Control of Key Managerial Personnel and relatives ||*Loan agreements |
|4. Rajindra Hire Purchase & Leasing Co. Pvt. Ltd. ||Under Control of Key Managerial Personnel and relatives ||*Loan agreements |
*The Company is in the business of NBFC and all Loans given and taken were made in theordinary course of business.
|Place :NewDelhi ||Sd/- |
|Date : 27th May2015 ||SharadSaluja |
| ||ManagingDirector |
Form No. MR-3 SECRETARIAL AUDIT REPORT
For The Financial Year Ended 31st March 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
The Members Acme Resources Limited 166 Cotton Street 1st Floor Post BaraBazarKolkata-700007
Ihaveconducted thesecretarial auditof thecompliance of applicablestatutory provisionsand the adherence to goodcorporate practicesby "Acme ResourcesLimited" (hereinaftercalledtheCompany).SecretarialAudit was conducted in a manner that provided me a reasonable basisfor evaluating the corporate conducts/statutorycompliances and expressing our opinionthereon.
Based onmy verification of the Companys books papersminutebooks forms andreturnsfiled and other recordsmaintainedbythe Company and alsotheinformation providedbythe Companyits officers agents and authorizedrepresentativesduringtheconductofsecretarial audit I hereby report thatin myopinion the company hasduringtheauditperiodcoveringthe financialyear ended on 31stMarch 2015 compliedwith thestatutory provisions listed hereunder and also thatthe Companyhas proper Board-processesandcompliance-mechanismin place tothe extent in the manner andsubject tothereporting madehereinafter:
Ihave examined thebooks papersminute books forms and returns filed and otherrecordsmaintainedby "Acme ResourcesLimited" for the financialyear endedon 31st March 2015 accordingtothe provisionsof: (i) The CompaniesAct 2013(theAct)andtherulesmadethereunder;
(ii) TheSecuritiesContracts(Regulation)Act 1956(SCRA) andtherulesmadethere under;
(iii) The DepositoriesAct 1996 and the Regulations andBye-lawsframed there under;
(iv) The Regulations and Guidelines prescribed under theSecurities and Exchange Boardof IndiaAct 1992 (SEBIAct)viz.:-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (EmployeeStockOptionScheme andEmployeeStock Purchase Scheme) Guidelines1999;
(e) TheSecurities and Exchange Boardof India (Issue andListingof DebtSecurities)Regulations2008;
(f) The Securities and Exchange Board of India (Registrars to an IssueandShareTransferAgents) Regulations 1993regardingtheCompaniesAct anddealingwithclient;
(g) TheSecurities and Exchange Board of India(Delisting of EquityShares) Regulations2009; and
(h) TheSecurities and ExchangeBoardof India(Buy back ofSecurities)Regulations 1998;
(v) Reserve Bank of India Act 1934 I have also examinedcompliancewith theapplicableclauses ofthe following:
(i)Secretarial Standardsissuedby The Institute ofCompany Secretaries of India.
(ii)TheListingAgreements areenteredintobytheCompanywith Delhi Stock ExchangeandCalcuttaStock Exchange.
(iii) During the year the company has passed resolution through Postal Ballot fordelisting its securities from both Calcutta Stock Exchange and Delhi Stock Exchange.Further the Company is in process of its listing its securities with Bombay StockExchange.
Duringthe period under review the Company hascomplied with the provisions oftheActRules Regulations GuidelinesStandards etc.mentioned above except tothe extentasmentionedbelow:
1) DIR-11 forthe resignation of Mr. Naresh Kumar Sehra has not been filed.
2) Majority formswere filed afterthe expiry of30 days fromthe date of passing ofresolution with late fees; thisshould be reportedascompliancebyreference of payment ofadditional fees.
I further report that:
The Board of Directorsof the Companyisdulyconstituted with properbalanceof ExecutiveDirectorsNon-Executive Directors and Independent Directors.Thechangesin thecompositionofthe BoardofDirectors that took place during the period under review werecarriedoutincompliancewith theprovisions oftheAct.
Adequatenoticeisgiven to all directors toschedule the BoardMeetingsagenda anddetailednotes on agenda weresent at leastsevendaysinadvance and asystem exists forseekingand obtaining furtherinformation and clarifications on the agendaitemsbefore themeetingand formeaningful participation atthemeeting.
Majoritydecisioniscarried throughwhile thedissentingmembersviews arecaptured andrecordedaspart of theminutes.
Ifurther reportthat there areadequatesystems and processesin thecompanycommensuratewiththesize and operations ofthecompanytomonitor andensurecompliancewith applicable lawsrulesregulations and guidelines.
There is no non-compliance/observation/audit qualification reservation or adverseremarks in respect of the Board Structures/system and processes relating to the Auditperiod.
I further report that during the audit period:
1.The company has passed the resolution through Postal Ballot for change of registeredoffice from the State of West Bengal to National capital Territory of Delhi.
2.The company has passed the resolution through Postal Ballot for Re-appointment of Mr.Sharad Saluja as Managing Director andto increase the remuneration of Mr. Sharad SalujaManaging Director of the Company.
|Date: 27th May 2015 || |
|Place: New Delhi || |
| ||For Vikas Gera & Associates |
| ||Sd/- |
| ||Vikas GeraPracticing |
| ||Company Secretary |
| ||FCS No. 5248 |
| ||C P No.: 4500 |
To The Members Acme Resources Limited 166 Cotton Street 1st Floor Post Bara BazarKolkata-700007
Our report of even date is to be read along with this letter.
1.Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2.We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3.We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4.The Compliances done by the company of the applicable Financial Laws like Direct andIndirect Tax Laws have not been reviewed by us as the same have been subject to reviewbythe Statutory Financial Auditor and any other designated professional.
5.Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
6.The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
7.The Secretarial Audit report is neither an assurance as tothe future viability of thecompany nor of the efficacy or effectiveness with which the management has conducted theaffairs of the company.
|Place: New Delhi || |
|Date: 27thMay 2015 ||For Vikas Gera & Associates |
| ||Sd/- |
| ||Vikas Gera |
| ||Practicing Company Secretary |
| ||FCS No. 5248 |
| ||C P No.: 4500 |