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Adi Rasayan Ltd.

BSE: 531592 Sector: Industrials
NSE: N.A. ISIN Code: INE861N01028
BSE LIVE 15:14 | 17 Nov 45.50 2.15
(4.96%)
OPEN

45.50

HIGH

45.50

LOW

45.50

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 45.50
PREVIOUS CLOSE 43.35
VOLUME 6
52-Week high 51.00
52-Week low 12.50
P/E 15.37
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 45.50
Sell Qty 50.00
OPEN 45.50
CLOSE 43.35
VOLUME 6
52-Week high 51.00
52-Week low 12.50
P/E 15.37
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 45.50
Sell Qty 50.00

Adi Rasayan Ltd. (ADIRASAYAN) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 25th Annual Report togetherwith the Audited Accounts of the Company for the Financial Year ended 31stMarch 2017.

FINANCIAL RESULTS:

The Financial Highlights for the year under report are as under:

(Amount Rs.)
PARTICULARS 31st March 2017 31st March 2016
Revenue from Operations 4780010 -
Other Income 728120 890000
Total Revenue 5508130 890000
Other Expenses 1140947 928737
EBITDA 111392 998231
Depreciation and Amortization Expense 2484 10304
EBIT 108908 987927
Interest and Finance Cost - -
EBT (before exceptional items) 108908 987927
Exceptional items - 1160851
Profit before Tax 108908 987927
Taxes
i) Current Tax - -
ii) Deferred Tax 13 (1914)
iii) Mat Credit (22210) -
Profit (Loss) for the period 131105 989841

REVIEW OF OPERATIONS:

During the financial year ended 31st March 2017 the Company has recorded revenue ofRs. 5508130/-. The Company has earned profit of Rs 131105/- during theyear under review as compared to profit Rs. 989841/- in the previous financialyear. The Board of Directors are exploring various business opportunities for its futureDevelopment.

EXTRACT OF ANNUAL RETURN:

As required under Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inform MGT-9 is a part of the Annual Report as Annexure - A

SHARE CAPITAL:

The Authorized Share Capital as on 31st March 2017 stands at Rs.70000000 /- dividedinto 7000000 Equity Share of Rs 10/- each. *The Issued Subcribed and Paid up sharecapital of the company is 325985 Equity Shares of Rs10/- each Fully Paid up. The companyhas neither issued shares with differential rights as to dividend voting or otherwise norissued shares (including sweat equity shares) to the employees or directors of thecompany under any scheme.

*The issued capital of the Company is 325985 Equity Shares of Rs.10/- each fully paidup. Pursuant to the said Hon'ble High Court of Judicature at Gujarat at Ahmedabad vide itsOrder dated 17th June 2016 the existing issued subscribed and paid up Equity sharecapital of the Company is reduced from Rs.65197000/- divided into 6519700 EquityShares of Rs. 10/- (Rupees Ten only) each fully paid up to Rs.3259850/- divided into325985 Equity Shares of Rs. 10/- (Rupees Ten only) each.

DIVIDEND:

During the year under review in order to conserve the resources of the Company theBoard of Directors does not recommend any dividend.

DEPOSITS:

Your Company has neither accepted any deposits during the year under report nor did anydeposits remain unpaid or unclaimed during the year under review.

INTERNAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate withthe size of the Company and same were operating throughout the year. The Company has inhouse Internal Audit Function.

DIRECTOR‘S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors Responsibilities Statement it is hereby confirmed:

a) that in the preparation of the Annual Accounts for the Financial Year ended 31stMarch 2017 the applicable Accounting Standards had been followed along with properexplanation relating to material departures.

b) that the Directors has selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities and

d) The Directors had prepared the accounts for the Financial Year ended 31stMarch 2017 on a Going Concern Basis.

e) The Directors had laid down Internal Financial Controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively.

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

SUBSIDIARIES:

Since the Company has no subsidiaries provision of Section 129 (3) of the CompaniesAct 2013 is not applicable.

LOANS GUARANTEES OR INVESTMENTS:

Your Company has neither given any loan or guarantee nor has made any investment duringthe year under report attracting the provisions of Section 186 of the Companies Act 2013.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not engaged into any manufacturing activity provision of Section134(3)(m) of the Company Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules2014 regarding conservation of energy technology absorption and foreign exchange earningsand outgo is not applicable.

FOREIGN EXCHANGE:

During the year under review there were no foreign exchanges Earnings or outgo.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to the remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and any amendments thereof Company hasno such employees falling under the preview of the provisions mentioned above.

CHANGE IN RTA: The Company has appointed M/s Adroit Corporate ServicesPvt Ltd. as the Registrar and Share Transfer Agent of the Company w.e.f. 27th October2016 in place of the previous Registrar and Share Transfer Agent M/s System SupportServices.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Re-Appointment of Director:

Mr. Sanjiv Joshi (DIN: 05353964) who retires by rotation being eligible offers himselffor reappointment at the ensuing Annual General meeting.

Independent Directors:

The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation. The Independent Directors have submitted their disclosure to theboard that they fulfill all the requirements as to qualify for their appointment as anIndependent Director under the provisions of the Companies Act 2013 as well as SEBI(LODR) Regulations 2015.

Appointment of Independent Directors:

The Board of Directors appointed Mr. Viral Mehta as an Additional Director at theirmeeting held on 18th August 2017. He holds office up to the date of ensuingAnnual General Meeting and is eligible for appointment as a Director.

Cessation of Director:

During the F.Y. 2016-17 Mr. Ashish Pandare resigned from the post of IndependentDirector on the Board of Directors of the Company w.e.f. 18.08.2017.

The Board placed on record its appreciation for the assistance and guidance provided byAshish Pandare during his tenure as Director of the Company.

Key Managerial Personnel:

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder.

i. Mr. Sanjiv Joshi – Managing Director

ii. Mr. Viral Mehta – Chief Financial Officer

MEETINGS:

Board meeting:

The Board of Directors duly meets 4(Four) times during the Financial Year from ended 31stMarch 2017 as under:

30th May 2016; 13th August 2016; 14th November 2016and 14th February 2017.

The periodicity between two Board Meetings was within the maximum time gap asprescribed in the SEBI (LODR) Regulations 2015 / Companies Act 2013.

The Composition of the Board is as under:

Sr. No. Directors Designation/ Category of Directorship
1 Mr. Sanjiv Joshi Managing Director
2 Mr. Ashish Pandare * Independent Director
3 Mr. Veda Adhatrao Independent Director
4 Ms. Amisha Mitesh Dani Independent Director
5 Mr. Viral Mehta # Independent Director

*Resigned w.e.f. 18/08/2017

#Appointed w.e.f. 18/08/2017

COMMITTEE MEETINGS:

Audit Committee

The Audit Committee of the Company is constituted in line with the provisions ofRegulation 18 of SEBI Regulations read with Section 177 of the Companies Act 2013.

Apart from all the matters provided in Regulation 18 of SEBI Regulations and Section177 of the Companies Act 2013 the Audit committee reviews reports of the InternalAuditor meets Statutory Auditors as and when required and discusses their findingssuggestions observations and other related matters. It also reviews major accountingpolicies followed by the Company.

The Audit Committee is duly constituted during the Financial Year ended 31stMarch 2017 4 (Four) Meetings of the Audit Committee were held i.e. on 30thMay 2016 13th August 2016 14th Novembers 2016 and 14thFebruary 2017.

The Statutory Auditor Internal Auditor and Executive Directors/Chief Financial Officerare invited to the meeting as and when required.

The Composition of the Audit Committee is as under:

Sr. No. Name of the Director Category of Directorship
1 Mr. Ashish Pandare * Chairman cum Independent Director
2 Mr. Veda Adhatrao Independent Director
3 Mr. Sanjiv Joshi Member

*Resigned w.e.f. 18/08/2017

Nomination & Remuneration Committee:

The Nomination and Remuneration Committee recommends the appointment of Directors andremuneration of such Directors. The level and structure of appointment and remuneration ofall Key Managerial personnel and Senior Management Personnel of the Company as per theRemuneration Policy is also overseen by this Committee.

The Nomination and Remuneration Committee is duly constituted during the FinancialYear under review the Nomination & Remuneration Committee meet once and was attendedby all the Members.

Stakeholders' Relationship Committee:

The scope of the Shareholders/ investors Grievance Committee is to review and addressthe grievance of the shareholders in respect of share transfers transmission non-receiptof annual report non-receipt of dividend etc and other related activities. In additionthe Committee also looks into matters which can facilitate better investor's services andrelations.

The Stakeholders' Relationship Committee is duly constituted during the Financial Yearended on 31st March 2017 4 (Four) Meetings of the Stakeholders' Relationship Committeewere held i.e. on 30th May 2016 13th August 2016 14thNovembers 2016 and 14th February 2017.

The Composition of the Committee is as under:

Sr. No. Name of the Director Category of Directorship
1 Mr. Ashish Pandare * Executive Director
2 Mr. Veda Adhatrao Independent Director
3 Mr. Sanjiv Joshi Independent Director

*Resigned w.e.f. 18/08/2017

INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation. The Independent Directors have submitted their Disclosure to theBoard that they fulfill all the requirements as to qualify for their appointment as anIndependent Director under the provisions of the Companies Act 2013 as well as SEBI(LODR) Regulations 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Regulation 27(2) of SEBI(LODR) Regulations 2015 the Board has carried out an evaluation of its own performancethe Directors individually as well as the evaluation of the working of its AuditNomination and Remuneration Committees.

RELATED PARTY TRANSACTIONS:

There are no materially significant Related Party Transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the Company at large. As there is no transactions with relatedparties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014 are given in Annexure in Form AOC-2 and the same forms part of thisreport as

Annexure – B.

1. Details of contracts or arrangements or transactions not at Arm's length basis.-None

2. Details of contracts or arrangements or transactions at Arm's length basis.-None

CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 report on Corporate Governance is not applicable as the Company iswithin the prescribed limit.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report form part of the Board Report as Annexure- C

CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility i.e (CSR) activities as required under Section 135 ofthe Companies Act 2013 is not applicable to the Company.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Ms. Khushboo Shah Practicing Company Secretaries to carry out SecretarialAudit for the financial year 2016-17. The Secretarial Audit report is annexed as Annexure– D to this Report.

As regard to observation in point No.1 the Company wish to state that it has appointedMr. Viral Mehta as Chief Financial Officer of the Company w.e.f. 18th August2017.

As regard to observation in point No. 2 the Company is in the process of appointingCompany Secretary(CS) (KMP) as per provision of Section 203 of the Companies Act 2013.

As regard to observation in point No. 3456 the Company is looking in to the matterand the points are self explanatory.

STATUTOY AUDITORS:

At the 24th AGM of your Company held on 30th September 2016 M/s. Koshal& Associates Chartered Accountants (Membership No. 043746) was appointed as theAuditors to hold office until the conclusion of the Annual General Meeting (AGM) to beheld in 2020 subject to the Ratification by the Shareholders at each AGM held after theprevious AGM.

The Board of Directors at its meeting held on 18th August 2017 inaccordance with the provisions of Section 139(8) of the Companies Act 2013 read with Rule3 of the Companies (Audit & Auditors) Rules 2014 have recommended to shareholders toratify the appointment of /s. Koshal & Associates Chartered Accountants (MembershipNo. 043746) of Mumbai to continue to act as statutory auditors of the Company to holdoffice from the conclusion of this Annual General Meeting until the conclusion of nextAnnual General Meeting of the Company. M/s. Koshal & Associates Chartered Accountants(Membership No. 043746) has confirmed their willingness under Section 141 of the Act andthe Rules framed thereunder for reappointment as Auditors of the Company.

IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for Risk Management. The Company hasset up a core group of leadership team which identifies assesses the risks and thetrends exposure and potential impact analysis at different level and lays down theprocedure for minimization of risks. Risk Management forms an integral part of Managementpolicy and is an ongoing process integrated with the operations.

Company has identified various strategic operational and financial risks which mayimpact Company adversely. However management believes that the mitigation plans foridentified risks are in place and may not threaten the existence of the Company.

OTHER LAWS:

During the year under review there were no cases filed pursuant to the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in itsadministrative and management practices. The Company promotes the ethical behavior in allits business activities. The Company has adopted the Whistle blower Policy and VigilMechanism in view to provide a mechanism for the Directors and employees of the Company toapproach Audit Committee of the Company to report existing/probable violations of lawsrules regulations or unethical conduct.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation for the assistance andco-operation received from the Company's Bankers Government Agencies FinancialInstitutions Customers Investors and Business constituents and look forward to maintainthe same in future.

For and on behalf of the Board of Directors
Sd/- Sd/-
Amisha Dani Sanjiv Joshi
Director Director
DIN: 07265134 DIN: 05353964
Date: 18/08/2017
Place: Ahmedabad