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Adarsh Mercantile Ltd.

BSE: 538563 Sector: Financials
NSE: N.A. ISIN Code: INE673E01018
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Adarsh Mercantile Ltd. (ADARSHMERCANTIL) - Director Report

Company director report

BOARD’S REPORT

Dear Shareholders

Your Directors take pleasure in presenting the 30th Annual Report togetherwith the Audited Annual Accounts of your Company for the year ended March 31 2015.

(Amount in Rs)

Financial Results FY 2014-15 FY 2013-14
Particulars Amount Amount
i. Turnover 12899223 3252300
ii. Other Income 2638164 1828793
iii. Total Revenue 15537387 5081093
iv. Earnings Before Interest Depreciation Taxation and Amortization 1083156 1319456
(EBIDTA)
v. Finance Cost 983263 993041
vi. Depreciation - 467
vii. Profit before Taxation (PBT) 99893 325948
viii. Taxation 7000 30000
ix. Profit after Taxation (PAT) 92893 295948
x. Profit brought forward from previous year 8510935 8221673
xi. Surplus in the Statement of Profit & Loss Account 92893 295948
xii. Adjustment of Income tax for earlier years - (6686)
xiii. Transfer to General Reserve - -
xiv. Balance Carried to Balance Sheet 8603828 8510935

OPERATIONS:

Your company has earned a net profit of Rs. 92893 during the year compared to Rs.295948 in the previous year which is lower than last year. Further the revenue fromoperations is Rs. 12899223 during the year as compared to Rs. 3252300 during theprevious year. A detailed review of the operations performance of the Company and itsbusiness is given in the Management Discussion & Analysis which forms part of theAnnual Report.

OUTLOOK:

Your Company is making all efforts to accelerate the growth of its business. In spiteof the market risk faced by your Company your Directors are optimistic about the futureprospects of the Company.

LISTING OF EQUITY SHARES:

Your Directors take immense pleasure to announce that your Company got listed fortrading in its equity shares with effect from 18th July 2014 with the BombayStock Exchange Limited (BSE).

DIVIDEND:

In order to conserve resources of the Company to meet working capital requirementsyour Board did not recommended any dividend on equity shares of the Company for thefinancial year ended 31st March 2015.

TRANSFER TO RESERVES

The Company has not transferred any amount to any reserve.

DEPOSITS:

The Company has not accepted any deposit during the year under review.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c)and 134(5) of the Companies Act 2013 your Directors hereby confirm that:

i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii) The Directors have 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;

iii) The Directors have 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;

iv) The Directors have prepared the annual accounts on a going concern basis;

v) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY RESEARCH &DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy Research & Development technologyabsorption foreign exchange earnings and outgo as required under Section 134(3)(m) of theCompanies Act 2013 and Rule 8(3) of Companies (Accounts) Rules 2014 are given in theAnnexure – ‘A’ as attached hereto and forming part of this Report.

CORPORATE GOVERNANCE

Your Company has practiced sound Corporate Governance and taken necessary actions atappropriate times for enhancing and meeting stakeholders’ expectations whilecontinuing to comply with the mandatory provisions of Corporate Governance. Your Companyhas complied with the requirements of revised Clause 49 of the Listing Agreement as issuedby Securities and Exchange Board of India and as amended from time to time. Your Companyhas given its deliberations to provide all the information in the Directors Report and theCorporate Governance Report as per the requirements of Companies Act 2013 and the ListingAgreement entered by the Company with the Stock Exchanges as a matter of prudence andgood governance. A Report on Corporate Governance along with a certificate from Mr.Santosh Kumar Tibrewalla Practicing Company Secretary regarding compliance of conditionsof Corporate Governance and certification by CEO & CFO are given in Annexure –‘B’ ‘C’ & ‘D’.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion &Analysis is given in the Annexure –‘E’ to this report.

PERSONNEL

The particulars and information of the employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 has been set out as Annexure – ‘F’ to thisReport attached hereto.

COMPANY’S WEBSITE

The website of your Company WWW.ADARSHMERCANTILE.IN has been designed topresent the Company’s businesses up-front on the home page. The site carries acomprehensive database of information including the Financial Results of your CompanyShareholding pattern Director’s & corporate profile details of BoardCommittees Corporate Policies and business activities of your Company. All the mandatoryinformation and disclosures as per the requirements of the Companies Act 2013 andCompanies Rules 2014 and as per the Listing agreement has been uploaded.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i) Appointments / re-appointment :

a) Mr. Sundar Lal Mohta (DIN 05122250) has been appointed as an Additional Director(Non Executive-Independent Director) of the Company with effect from 31stMarch 2015 pursuant to Section 149 152 & 161 of the Companies Act 2013 and otherapplicable provisions of the said Act and as per the requirements of clause 49 of theListing agreement. He has provided declaration of his independence as per Section 149(6)of the Companies Act 2013.

Pursuant to the provisions of Section 161 of the Companies Act 2013 and rules madethere under the aforesaid Director would hold the office of Directors upto the date ofensuing Annual General Meeting of the Company unless appointed as a Director of theCompany by the Shareholders. Amongst other terms Mr. Sundar Lal Mohta when confirmed bythe Shareholders would no longer be required to retire by rotation in view of Section149(13) of the Companies Act 2013 and can hold the office for a consecutive period offive years as per Section 149(10) of the said Act and hence his appointment has beenproposed accordingly.

b) Mrs. Suchita Chhawchharia (DIN 00044063) was appointed as an Executive Director ofthe Company for a period of 3(three) years with effect from 1stApril 2015 bythe Board of Directors of the Company in its meeting held on 31st March 2015on such terms and conditions as recommended by the Nomination & Remuneration Committeepursuant to the provisions of sections 196 197 198 203 read with Schedule V and/or anyother applicable provisions of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 subject to shareholders’ approvalby means of a special resolution in the ensuing Annual General meeting of the Company. Herre-appointment as an Executive Director has been proposed accordingly.

c) Mr. Narayanan Pothera (DIN 01245854) was appointed as a Non-Executive- IndependentDirector with effect from 31st March 2015 for a period of 5 years upto 30thMarch 2020 by the Board of Directors of the Company in its meeting held on 31stMarch 2015 pursuant to the provisions of sections 149 and Clause 49 of the ListingAgreement subject to the approval of the shareholders in the ensuing Annual Generalmeeting of the Company. He has provided declaration of his independence as per Section149(6) of the Companies Act 2013 and his office will not be liable to retire by rotationin view of Section 149(13) of the Companies Act 2013

ii) Retirement by Rotation:

Mrs. Suchita Chhawchharia (DIN 00044063) Director of the Company pursuant to theprovisions of Section 152(6) and other applicable provisions of the Companies Act 2013retires by rotation at the ensuing Annual General Meeting and being eligible offeredherself for re-appointment.

iii) Appointment of Whole time- Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 and other applicable provisions of theCompanies Act 2013the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and Rule 8(5)(iii) of Companies (Accounts) Rules 2014 the Board has appointedthe following personnel as the designated Whole time Key Managerial Personnel of theCompany within the meaning of the said section :

a) Mrs. Suchita Chhawchharia– Executive Director. b) Ms. Kalpana Tekchandani–Company Secretary & Compliance Officer. c) Mr. Sourabh Rungta– Chief FinancialOfficer.

There is no change in the Key Managerial Personnel during the year. However Mrs.Suchita Chhawchharia Executive Director was appointed as KMP w.e.f. 1st April2015 Mr. Sourabh Rungta has been appointed as KMP with effect from 1st April2015 and Ms. Kalpana Tekchandani has been appointed as KMP with effect from 6thApril 2014.

None of the Directors of the Company as mentioned in item nos. (i) (ii) & (iii)are disqualified as per section 164(2) of the Companies Act 2013. The Directors have alsomade necessary disclosures to the extent as required under provisions of section 184(1)& 149(6) of the Companies Act 2013 as applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is not falling under the purview of section 135 of the Companies Act 2013and the relevant Rules made there under is not applicable for the time being . Thus theBoard is not required to constitute the CSR Committee and nor has to comply with any ofthe provisions thereof.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditor:

The Statutory Auditor M/s Ray & Co. Chartered Accountants holds office upto theconclusion of the Annual General Meeting (AGM) to be held for the financial year 2016-17subject to ratification by the shareholders in every AGM. Accordingly the Board onrecommendation of Audit committee has proposed for ratification of their appointment inthe office of Statutory Auditors of the Company for the financial year 2015-16.

The Notes to Accounts as referred in the Auditors Report are self-explanatory andhence does not call for any further explanation.

(ii) Secretarial Auditor:

The Board has appointed Mr. Santosh Kumar Tibrewalla Practising Company Secretary asthe Secretarial Auditor of the Company to carry out the Secretarial Audit for the year2014-15 under the provisions of section 204 of the Companies Act 2013. The report of theSecretarial Auditor in MR 3 is enclosed as Annexure - ‘G’ to this Board’sReport which is self-explanatory and hence do not call for any further explanation.

CODE OF CONDUCT:

The Code of Conduct for Directors KMPs and Senior Executive of the Company is alreadyin force and the same has been placed on the Company’s website: WWW.ADARSHMERCANTILE.INand the declaration to this effect is given in Annexure -‘H’

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

In terms of the SEBI (Prohibition of Insider Trading) Regulations 1992 your Companyhas already adopted the Code of Conduct for prevention of Insider Trading and the same isalso placed on the Company’s website: WWW.ADARSHMERCANTILE.IN. Further inaccordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations 2015the Board of Directors of the Company at their meeting held on 29th May 2015have approved and adopted the code of practices and procedure for fair disclosure ofUnpublished Price Sensitive Information and formulated the code of conduct of the Company.

DISCLOSURES AS PER APPLICABLE ACTAND LISTING AGREEMENT:

i) Related Party Transactions:

All transaction entered with related parties during the FY 2014-15 were on arm’slength basis and were in the ordinary course of business and provisions of Section 188(1)are not attracted. There have been no materially significant related party transactionswith the Company’s Promoters Directors and others as defined in section 2(76) of theCompanies Act 2013 and the listing agreement which may have potential conflict ofinterest with the Company at large. Accordingly disclosure in Form AOC 2 is not required.The necessary disclosures regarding the transactions are given in the notes to accounts.The Company has also formulated a policy on dealing with the Related Party Transactionsand necessary approval of the audit committee and Board of Directors were taken whereverrequired in accordance with the Policy.

ii) Number of Board Meetings:

The Board of Directors met 6 (six) times in the year 2014-15. The Details of the Boardmeeting and attendance of the Directors are provided in the Corporate Governance Reportattached as Annexure to this Board’s Report.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship of Mr. NarayananPothera. Complete details of the Committee are given in the Corporate Governance Reportattached as Annexure to this Board’s Report.

iv) Extracts of Annual Return: The details forming part of the extract of the AnnualReturn in MGT-9 as provided under section 92(3) of the Companies Act 2013 is enclosed asAnnexure - ‘I’.

v) Risk Analysis:

The Company has in place a mechanism to inform the Board members about the Riskassessment and mitigation plans and periodical reviews to ensure that the critical risksare controlled by the executive management.

vi) Internal Financial Control :

The Company has in place adequate internal financial control as required under section134(5)(e) of the Act. During the year such controls were tested with reference tofinancial statements and no reportable material weakness in the formulation or operationswere observed.

vii) Loans Guarantees and Investments:

The particulars of loans guarantees and investments made are provided in Notes 9 10& 11 of the Balance Sheet.

viii) Post Balance Sheet events:

There is no material changes in commitments affecting the financial position of theCompany occurred since the end of the financial year 2014-15.

ix) Subsidiaries Associates or Joint Ventures:

Your Company does not have any subsidiaries joint ventures but it has 1 (one)associate M/s. Avon Credit Pvt. Ltd. during the year under review. As per the provisionof Section 129(3) and rule 5 of the Companies (Accounts) Rules 2014 the statement inAOC-1 containing the salient features of the financial statement of the associate Companyis given in Annexure -‘J’.

x) Evaluation of the Board’s Performance:

During the year under review the Board in compliance with the Companies Act 2013 andClause 49 of the Listing Agreement has adopted a formal mechanism for evaluating itsperformance and as well as that of its Committees and individual Directors including theChairman of the Board. The exercise was carried out through a structured evaluationprocess covering various aspects of the Boards functioning such as composition of theBoard & Committees experience & competencies performance of specific duties& obligations governance issues etc. Separate exercise was carried out to evaluatethe performance of individual Directors including the Board as a whole and the Chairmanwho were evaluated on parameters such as their participation contribution at the meetingsand otherwise independent judgments safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors in their separate meeting.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

xi) Nomination Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination &Remuneration Committee has laiddown a Nomination Remuneration and Evaluation Policy in compliance with the provisionsof the Companies Act 2013 read with the Rules made therein and the Listing Agreement withthe stock exchanges (as amended from time to time). This Policy is formulated to provide aframework and set standards in relation to the followings and details on the same aregiven in the Corporate Governance Report attached as Annexure to this Board’sReport:

a. Criteria for appointment and removal of Directors Key Managerial Personnel (KMP)and Senior Management Executives of the Company. b. Remuneration payable to the DirectorsKMPs and Senior Management Executives. c. Evaluation of the performance of the Directors.d. Criteria for determining qualifications positive attributes and independence of aDirector.

xii) Vigil Mechanism (Whistle Blower Policy):

Your Company has formulated a Whistle Blower Policy and employees of the Company areencouraged to escalate to the level of the Audit Committee any issue of concerns impactingand compromising with the interest of the Company and its stakeholders in any way. TheCompany is committed to adhere to highest possible standards of ethical moral and legalbusiness conduct and to open communication and to provide necessary safeguards forprotection of employees from reprisals or victimization for whistle blowing in goodfaith.

Details of establishment of the Vigil Mechanism have been uploaded on theCompany’s website: WWW.ADARSHMERCANTILE.IN and also set out in the CorporateGovernance Report attached as Annexure to this Board’s Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATOR OR COURTS OR TRIBUNALS IMPACTINGGOING CONCERN STATUS AND COMPANIES OPERATIONS IN FUTURE

There have been no significant & material orders passed by regulator / courts /tribunals impacting going concern status and Companies operations in future.

APPRECIATION

Your Directors take this opportunity to place on record their gratitude to the Centraland State Governments Bankers and Investors for their continuous support cooperation andtheir valuable guidance to the Company and for their trust reposed in the Company’smanagement. The Directors also commend the continuing commitment and dedication of theemployees at all levels and the Directors look forward to their continued support infuture.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS FOR ADARSH MERCANTILE LIMITED

Suchita Chhawchharia Gautam Agarwala
Executive Director Director
(DIN: 00044063) (DIN: 00791678)
Place :Kolkata
Date :14.08.2015

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