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Adi Rasayan Ltd.

BSE: 531592 Sector: Industrials
NSE: N.A. ISIN Code: INE861N01010
BSE LIVE 15:15 | 01 Aug Stock Is Not Traded.
NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 2.75
PREVIOUS CLOSE 2.62
VOLUME 1102
52-Week high 2.96
52-Week low 2.42
P/E
Mkt Cap.(Rs cr) 1.79
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.75
Sell Qty 98.00
OPEN 2.75
CLOSE 2.62
VOLUME 1102
52-Week high 2.96
52-Week low 2.42
P/E
Mkt Cap.(Rs cr) 1.79
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.75
Sell Qty 98.00

Adi Rasayan Ltd. (ADIRASAYAN) - Director Report

Company director report

Dear Members

Yours Directors have pleasure in presenting their 23rd Annual Report on thebusiness and operations of the Company for the year ended 31st March 2015.

1. FINANCIAL RESULTS & OPERATIONS:

The Financial results are briefly indicated below:

Particulars

Year Ended

2014-15 2013-14
Total Income 41.36 5.65
Total Expenditure 39.21 3.61
Profit/Loss before Taxation 2.15 2.04
Profit/Loss after Taxation 2.16 2.00
Transfer from General Reserve - -
Balance carried to Balance Sheet 2.16 2.00

Accounting year 2014-2015 is the 23rd year of operation of the Company.During the year under review Company continued to do the business only in single segment.i.e. trading activities.

2. DIVIDEND:

During the year under review the Directors do not recommend any dividend.

3. FIXED DEPOSITS:

During the year under review the Company has not invited or accepted any FixedDeposits from the public.

4. DIRECTORS:

During the year under review Mr. Sanjiv Joshi retire by rotation and being eligibleoffers himself for reappointment at the ensuing Annual General meeting Mr. Sanjiv Joshi isbeing designated as Managing Director of the Company upon the approval of the members ofthe Company at the ensuing Annual General Meeting for a term of 5 years w.e.f 01/09/2015to 31/08/2020.

Mr. Mandar Palav and Mr. Lalji Yadav resigned from the Directorship of the Company witheffect from 30/05/2015. The Board places on record their appreciation and gratitude fortheir guidance and contribution during their association with the Company.

The Board of Directors appointed Mr. Ashish Pandare as an Independent Director of theCompany who holds office upto the conclusion of this Annual General Meeting. The Boardrecommends reappointment of Mr. Ashish Pandare as an Independent Director not liable toretire by rotation for 5 consecutive years i.e. up to the conclusion of Annual GeneralMeeting to be held in the calendar year 2020. Pursuant to the provisions of Section 149 ofthe Companies Act 2013 he can be reappointed as an Independent Director of the Companyon passing a special resolution by the shareholders of the Company. The Board seeks yoursupport in confirming his appointment.

The Board of Directors appointed Mrs. Veda B Adhatrao as an Additional Director attheir meeting held on 31st March 2015. She holds office up to the date ofensuing Annual General Meeting and is eligible for appointment as a Director.

The Board of Directors appointed Mrs. Amisha M Dani as an Additional Director at theirmeeting held on 14th August 2015. She holds office up to the date of ensuingAnnual General Meeting and is eligible for appointment as a Director.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and clause 49 ofthe Listing Agreement.

5. INTERNAL AUDITORS:

The Company has appointed Mr. Bhushan Adhatrao Chartered Accountants Mumbai as anInternal Auditor of the Company pursuant to Section 138 of the Companies Act 2013 forfinancial year 2015-16.

6. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act 2013 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended up to date is not applicable since your Company has no such employees.

7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loans guarantees or investments covered under theprovisions of section 186 of the Companies Act 2013.

8. NUMBER OF MEETINGS:

The Board has met seven times during the financial year the details of which are givenin the Corporate Governance Report that forms part of this Annual report. The interveninggap between any two meetings was within the period prescribed by the Companies Act 2013.

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

10. SUBSIDIARIES:

Provision of Section 129 (3) of the Companies Act 2013 is not applicable as theCompany has no subsidiaries.

11. AUDITORS:

Pursuant to the provisions of Section 139 and Rules framed thereunder M/s Mohandas& Co. were appointed as Statutory Auditors of the Company till the conclusion of thisAnnual General Meeting. They have expressed their inability to continue as auditors of theCompany and has given their resignation. The Board therefore propose M/s. Koshal &Associates Chartered Accountants who fulfil the criteria for appointment as Auditor aslaid down under Section 141 of the Companies Act 2013 as Statutory Auditors of theCompany from the conclusion of this Annual General Meeting till the conclusion of theAnnual General Meeting to be held in the year 2020 subject to ratification of theirappointment by the shareholders at every AGM.

Necessary Resolutions for their appointment has been proposed for the consideration ofthe Members of the Company.

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

Necessary Resolutions for their appointment has been proposed for the consideration ofthe Members of the Company.

12. AUDITOR’S REPORT:

There are no adverse observations made by the Auditors in their Report.

13. AUDIT COMMITTEE STAKEHOLDER'S RELATIONSHIP COMMITTEE AND NOMINATION &REMUNERATION COMMITTEE:

As on August 2015 the composition of the Audit Stakeholder Relationship andNomination and Remuneration Committees consist of Mr. Ashish S. Pandare - Chairman Mr.Sanjiv Joshi and Veda Adhatrao as members.

A detailed note on the Board and its committees is given under the Corporate GovernanceReport section in this Annual Report.

14. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 theDirectors confirm that:

a) that in the preparation of the annual accounts for the financial year ended 31stMarch 2015 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 or loss 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 31st March2015 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.

15. RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Company.Information on

transactions with related parties pursuant to Section 134(3)(h) of the Act read withrule 8(2) of the Companies

(Accounts) Rules 2014 are given as Annexure in Form AOC-2 and the same forms part ofthis report.

Annexure B

16. STATEMENTS OF PARTICULARS UNDER THE COMPANIES (ACCOUNT) RULES 2014:

Information in accordance with the provisions of Section 134 (3)(m) of the Act readwith the Rule 8 of the

Companies (Account) Rules 2014 regarding Conservation of Energy TechnologyAbsorption and Foreign

Exchange Earnings and Outgo is not applicable in case of your Company.

17. STOCK EXCHANGES:

The Company's shares are listed on the Bombay Stock Exchange. The shares of the Companyare traded on Bombay Stock Exchange (BSE) Limited.

18. FOREIGN EXCHANGE:

During the year under review there was no foreign exchange Earnings or outgo.

19. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act 2013 and Rules made there underthe Company has appointed Mr. Sanam Umbargikar Company Secretary as Secretarial Auditorof the Company for the financial Year 2014-15. The Secretarial Audit Report forms part ofthe Annual report as Annexure to the Board's Report.

The Board has appointed Mr. Sanam Umbargikar Company Secretary as Secretarial Auditorof the Company for the financial Year 2015-16.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure to the Board Report. Annexure C

21. 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.

22. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out asseparately in this Report.

23. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement is given elsewhere in this Annual Report.

24. 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.

25. 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 FOR ADI RASAYAN LIMITED

DATE: 25.08.2015 Chairman
PLACE: Ahmedabad Mr. Sanjiv Joshi
DIN:05353964

ANNEXURE 'A' TO DIRECTORS' REPORT

RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.

A. Research & Development

1. Future plan of action

The Company is taking necessary steps for the revival of operations.

B. Technology absorption:

1. Efforts in brief made towards technology absorption adoption and innovation.

No new technology was introduced during the Year ended 2014 -15.

2. Benefits derived as a result of the above efforts.

None

3. In case of imported technology (imported during the last 5 years reckoned from thebeginning of the financial year): Nil

C. Foreign Exchange Earnings and Outgo Nil

1. Earning- FOB value of Exports Nil

2. Outgo- CIF Value of Imports Nil

For and On Behalf Of the Board FOR ADI RASAYAN LIMITED

DATE: 25.08.2015 Chairman
PLACE: Ahmedabad Mr. Sanjiv Joshi
DIN:05353964

ANNEXURE B

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 referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto.

Particulars Details
Name (s) of the related party & nature of relationship NIL
Nature of contracts/arrangements/transaction NIL
Duration of the contracts/arrangements/transaction NIL
Salient terms of the contracts or arrangements or transaction including the value if any NIL
Justification for entering into such contracts or arrangements or transactions' NIL
Date of approval by the Board NIL
Amount paid as advances if any NIL
Date on which the special resolution was passed in General meeting as required under first proviso to section 188 NIL

2. Details of contracts or arrangements or transactions at Arm's length basis.

No material contracts or arrangement or transactions at arm's length basis.

For and on behalf of the Board of Directors

Sd/- Sd/-
Ashish Pandare Sanjiv Joshi
Director Director
DIN:03363874 DIN:05353964

Place: Ahmedabad Date: 30.05.2015

Secretarial Audit Report Form No. MR-3

FOR FINANCIAL YEAR ENDED ON 31ST MARCH 2015.

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

ADI RASAYAN LTD

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Adi Rasayan Ltd (hereinaftercalled "The Company"). Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing our opinion thereon.

Based on my verification of the books papers minute books forms and returns filedand other records maintained by the Company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in our opinion the Company has during the auditperiod ended on 31st March 2015 complied with the statutory provisions listed hereunderand also that the Company has proper Board-processes and compliance-mechanism in place tothe extent in the manner and subject to the reporting made hereinafter:

I have examined the books papers and minute books Forms and returns filed and otherrecords maintained by Adi Rasayan Ltd ("The Company") for the year ended on31st March 2015 according to the extent applicable provisions of:

I. The Companies Act 2013 ("The Act") and the Rules made thereunder;

II. The Securities Contracts (Regulation) Act 1956 ("SCRA") and the Rulesmade thereunder;

III. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;-Not Applicable.

V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ("SEBI Act") to the extent applicable to theCompany:-

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)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

e. the Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited

VI. I have relied on the representation made by the Company and its Officers forsystems and mechanism formed by the Company for Compliances under other applicable ActLaws and Regulations to the Company.

I have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India.

ii) The Listing Agreements entered into by the Company with the BSE Limited During theyear under review the Company has complied with the provisions of the Act RulesRegulations Guidelines Standards Listing Agreements etc mentioned above except Clause41 of the Listing Agreement where the Company has not issued public notice about date andpurpose of the meeting of Board or Committee in which financial results will be consideredor publication of un-audited quarterly results in English daily and regional dailynewspaper where registered office of the Company is situated.

I report that during the year under review the Company has complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. above mentioned save andexcept the following: -

a. The Company has not complied with the requirements of Section 203 of the CompaniesAct 2013 with regard to appointment of Key Managerial Personnel (KMP) except theappointment of Company Secretary who was appointed on 22ndJanuary 2015.

b. The Company has not appointed an Internal Auditor for the year ended 31stMarch 2015 as required under section 138 of the Companies Act 2013.

I further report that:

The Board of Directors of the Company is not duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. However thechanges in the composition of the Board of Directors that took place during the year underreview were carried out in compliance with the provisions of the Act.

Adequate Notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

For Sanam Umbargikar Company Secretaries

Proprietor
Date: 30.05.2015 ACS No.: 26141
Place: Mumbai CP No.: 9394

This report to be read with my letter of even date which is annexed as annexure andforms an integral part of this report.

Annexure 1

To

The Members

Adi Rasayan Limited

Ahmedabad.

My report of even date shall be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the Management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I 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. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of accounts of the Company.

4. The compliance of the provisions of the Corporate and other applicable laws RulesRegulations standards is the responsibility of the Management. My examination was limitedto the verification of procedures on test basis.

For Sanam Umbargikar Company Secretaries

Proprietor
Date: 30.05.2015 ACS No.: 26141
Place: Mumbai CP No.: 9394

DECLARATION UNDER CODE OF CONDUCT

To

The Members of Adi Rasayan Limited

As the Executive Director of ADI RASAYAN LIMITED and as required by Clause 49 (II) (E)(2) of the Listing Agreement I Sanjiv Joshi Executive Director hereby declare that allthe Board Members and the Senior Management personnel of the Company have affirmedCompliance with the Company's Code of Business Conduct and Ethics for the Financial Year2014-15.

I further declare that the said Code of Conduct have been posted on the website of theCompany in accordance with the Clause 49 of the Listing Agreement.

For & On Behalf Of the Board For ADI RASAYAN LIMITED

Chairman
DATE : 25.08.2015 Mr. Sanjiv Joshi
PLACE: Ahmedabad DIN:05353964

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members

ADI RASAYAN LIMITED Ahmedabad

We have read the report of the Board of Directors on Corporate Governance and haveexamined the relevant records relating to compliance condition of corporate governance ofADI RASAYAN LIMITED ("the company") for the year ended 31st March2015 as stipulated in Clause 49 of the Listing Agreement of the said company with theStock Exchanges.

The compliance of the conditions of the corporate governance is the responsibility ofthe management. Our examination conducted in the manner described in the Guidance note onCertification of Corporate governance" issued by the Institute of CharteredAccountants of India was limited to procedures and implementation thereof adopted by thecompany for ensuring compliance with the conditions of Corporate Governance. Ourexamination was neither an audit nor was it conducted to express an opinion on thefinancial statements of the company.

In our opinion and to the best of our information and explanations given to us and onthe basis of our examination described above the company has complied with the conditionsof Corporate Governance as stipulated in clause 49 the above-mentioned Listing Agreement.The company has been advised to strictly adhere to the compliance of Clause 49 of theListing Agreement for which the company management has agreed to take immediate steps fornecessary compliances.

We further state that such compliance is neither an assurance as to the futureviability of the company nor the efficiency or effectiveness with which the management hasconducted the affairs of the company.

For Mohandas & Co Chartered Accountants

(B.M.Shetty) Proprietor Mem.No:031256

PLACE : Ahmedabad

DATE : 30.05.2015

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