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Adhiraj Distributors Ltd.

BSE: 780018 Sector: Others
NSE: N.A. ISIN Code: INE067R01015
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Adhiraj Distributors Ltd. (ADHIRAJDISTRIB) - Director Report

Company director report

The Members

Adhiraj Distributors Limited

Your Directors present the 7thAnnual Report of your Company along with theFinancial Statements for the year ended 31st March 2017.

Financial Highlights:

Particulars Year Ending March 2017 Year Ending March 2016

Amt. in `

Amt. in `

Sales 32869773.70 63157959.14
Other Income 5917328.00 5624510.00
Total Income 38787101.70 68782469.14
Less: Expenditure 37715425.31 66809416.39
Profit/ (Loss) before Interest depreciation and Tax 1071676.39 1973052.75
Less: Interest - -
Less: Depreciation & Amortization Cost 87332.00 96071.00
Profit/ (Loss) before 984344.39 1876981.75
Tax
Less: Tax Expense
Current Tax& Tax for 524364.00 594139.00
Earlier Year
Deferred Tax 4131.00 (14151.00)
Profit/ (Loss) after Tax 455849.39 1296993.75
Add: Profit/ (Loss) 2303853.16 1006859.41
Brought Forward
Less: Prior year Tax liability - -
Less: Prior year adjustments - -
Amount available for Appropriation/ (Loss) 2759702.55 2303853.16

Appropriations:

The Company proposes to retain an amount of Rs. 455849.39in Profit and Loss Account.Yours directors regret for not recommending dividend on equity shares. TheProfit has beenretained for future expansion of the company.

Material changes and commitments after the end of financial year:

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year anddate of the report.

Issue of Shares

? The Company has not granted any Employees Stock Option. ? The Company has not issuedany sweat Equity Shares. ? The Company has not issued any equity shares with differentialrights.

Particulars of loans guarantees or investment:

The Particulars of Loan given Investment made Guarantees given and securitiesprovided along with the purpose for which the loan or guarantee or security is proposed tobe utilised by the recipient are provided in the financial statement.

Energy Conservation Technology Absorption Foreign Exchange Earnings & Outgo:

Details of energy conservation are not applicable to the company no technology hasbeen absorbed or imported by the company and Foreign Exchange earning & outgo is NIL.

Deposits:

The Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

Directors:

As per the provisions of the Companies Act 2013 and the Articles of Association Mrs.Priti Singh is liable to retire by rotation at the 7thAnnual General Meeting.Mrs. Priti Singh has confirmed her eligibility and willingness to accept the office ofDirectorship of your Company if appointed. In the opinion of your Directors Mrs. PritiSingh has the requisite qualifications and experience which would be of value to yourCompany and would enable her to contribute to the Company in her capacity as the Directorof the Company.

The Board recommends that the resolution relating to the re-appointment of Mrs. PritiSingh as Director of your Company be approved.

None of the Directors or Key Managerial Personnel has any pecuniary relationships ortransactions with the Company other than salaries commission sitting fees.

Declaration given by Independent Directors:

All Independent Directors have given declarations under Section 149(7) of the CompaniesAct 2013 that they meet the criteria of independence as provided under Section 149(6) ofthe Companies Act 2013 and SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.

Familiarisation programme for Independent Directors:

The Company’s familiarisation program for

Independent Directors provides training at the time of joining to enable them tounderstand the operations business and other details of the Company. The IndependentDirectors are regularly briefed on the developments that are taking place in the Companyand its operations etc.

Number of meetings of the Board:

The Board meets at regular intervals to review the

Company’s businesses and discuss its strategy and plans. A tentative annualcalendar of the meetings is circulated to the Directors in advance to enable them to plantheir schedule and to ensure effective participation.

During the year Twelve board meetings were convened and held. The maximum intervalbetween the meetings did not exceed the period prescribed under the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

Committees of the Board:

The details of the composition of the Board and its Committees and of the meetings heldand attendance of the Directors at such meetings are provided in the

"Report on Corporate Governance".

Currently the Board has the following Committees: ? Audit Committee ? Nomination andRemuneration Committee ? Stakeholders Relationship Committee

Directors’ Responsibility Statement:

To the best of their knowledge and belief and according to the information andexplanations obtained your Directors make the following statements in terms of Section134(3)(C) of the Companies Act 2013:

(i) That in the preparation of annual financial statements for the year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanations relating to material departures if any;

(ii) That such accounting policies have been selected and applied consistently andjudgements and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the Company as of 31st March2017 and of the profit of the Company for that year;

(iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) That the annual financial statements have been prepared on a ‘goingconcern’ basis.

(v) That proper internal financial controls are in place and that the financialcontrols are adequate and are operating effectively.

(vi) That systems to ensure compliance with the provisions of all applicable laws arein place and that such systems are adequate and are operating effectively.

Management Discussion & Analysis Report and Report on Corporate Governance:

As per SEBI ( Listing Obligation and Disclosure Requirement) Regulation2015with theBombay Stock Exchange Limited the Corporate Governance Report and the ManagementDiscussion and Analysis Report are annexed and form part of the Directors’ Report(Annexure ‘1’& ‘2’ respectively).

Certificate dated 30th May 2017 from our Auditors M/s. A Agarwal &Associates (FRN 326873E) regarding the compliance of conditions of Corporate Governanceas stipulated in as per SEBI ( Listing Obligation and Disclosure Requirement)Regulation2015with the Stock

Exchange is annexed to this Report (Annexure ‘1’)

Director’s Appointment and Remuneration Policy:

The Board has on recommendation of the Nomination and Remuneration Committeeformulated a policy for selection and appointment of Directors senior Managements andtheir remuneration. The details of the said policy are stated in the Corporate GovernanceReport.(Annexure 3)

Annual Evaluation of Performance by the Board:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulation 2015 the Board has carried out an evaluations of itsown performance the directors individually as well as the evaluation of the working ofits Audit Committee and Nomination and Remuneration Committee. The manner in which theevaluation has been carried out is mentioned in the Corporate Governance Report.

Related Party Transaction:

All Related Party Transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large.

Corporate Social Responsibility:

Pursuant to clause (o) of sub-section (3) of Section 134 of the Act and Rule 9 of theCompanies (Corporate Social Responsibility) Rules 2014.

The Company has not developed and implemented any Corporate Social Responsibilityinitiative as the said provisions are not applicable.

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Policy is hostedon Companies Website www.adhirajdistributors.com.

Code of Conduct

The Company has a Code of Conduct which is applicable to directors and managementpersonnel of the Company. The Company believes in conducting business in accordance withthe highest standards of business ethics and complying with applicable laws rules andregulations.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the directors and management personnel in their business dealings and inparticular on matters relating integrity in the work place in business practices andcomplying with applicable laws etc. The Policy is hosted on Companies Websitewww.adhirajdistributors.com. A declaration regarding Code of Conduct is signed by theManaging Director of the Company and enclosed in Corporate Governance Report.

Vigil Mechanism/Whistle Blower Policy

As per Section 177(10) of the Companies Act 2013 read with Rule 7 of Companies(Meetings of Board and its Powers) Rules 2014 the Company has established an effectivevigil mechanism named Whistle Blower Policy

("the Policy") which is also in conformity with the

Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 with a view to provide a mechanism for Directors and Employees of the Company interalia to raise genuine concerns of any violations of legal or regulatory requirementsincorrect or misrepresentation of any financial statements and reports etc. The Companyencourages its employees to use the mechanism and has made provision for direct access tothe Chairman of the Audit Committee in appropriate and exceptional cases. Adequatesafeguards against victimization of the persons who use such mechanism are provided in thepolicy. The policy is posted on the website of the Company www.adhirajdistributors.com.

Disclosure under The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has in place a policy for prevention of sexual harassment in accordancewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The Company did notreceive any complaint during the year 2016-17.

Internal Financial Control

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theAnnual Return in form MGT-9 is annexed herewith as "Annexure 4"

Details pertaining to remuneration as required under section 197(12) of the companiesact 2013 read with rule 5(1) of the companies (appointment and remuneration of managerialpersonnel) rules 2014.

i. The percentage increase in remuneration of each

Director Chief Financial Officer and Company Secretary during the financial year2016-17 ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2016-17 and the comparison of remunerationof each Key Managerial Personnel (KMP) against the performance of the Company are asunder:

The median remuneration of employees of the Company during the financial year was Rs.1.43 Lakhs. There were 9 permanent employees on the rolls of Company as on March31 2017

ii. There is no change in remuneration of Managing Director and performance of theCompany decreases by 47.56 % to Rs. 9.84 Lacs in 2016-17 (18.77Lacs in 2015-16).The keyparameters for the variable component of remuneration availed by the directors areconsidered by the Board of Directors based on the recommendations of the Nomination andRemuneration Committee as per the Remuneration Policy for Directors Key ManagerialPersonnel and other Employees.

The ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year Not Applicable.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy forDirectors Key Managerial Personnel and other Employees.

Your Directors on recommendation of the Audit Committee seek approval of theShareholders for ratification of M/s. A Agarwal & Associates (Firm Registration No.326873E) as the Statutory Auditors of the Company from the conclusion of the forthcomingAnnual General Meeting till the conclusion of the next Annual General Meeting of theCompany.

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation or adverse remark.

Secretarial Auditors:

In accordance with Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Swati Hisaria Company Secretaries (ACS No. 44071 and CP No. 17083) toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year 2016-17 is set out in the Annexure ‘5’to this Report.

Risk Management Policy

Pursuant to section 134(3) (n) of the Companies Act 2013 the Board of directors ofthe Company has adopted a Risk management Policy of the Company. The Company managesmonitors and reports on the principal risks and uncertainties that can impact its abilityto achieve its strategic objectives.

Acknowledgements:

Your Directors wish to place on record their sincere appreciation for the continuoussupport and cooperation received from customers dealers suppliers financialinstitutions and others in successfully conducting the Company’s business operations.Your

Directors also wish to place on record their deep sense of appreciation for thecommitment and dedicated service of the Company’s employees. Your Directors alsoacknowledge with gratitude the encouragement and support extended by our valuedshareholders.

On behalf of the Board of Directors

Mr. Gopal Agarwal

Mr. Narayan Gope