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Adi Rasayan Ltd.

BSE: 531592 Sector: Industrials
NSE: N.A. ISIN Code: INE861N01028
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OPEN 46.15
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VOLUME 25
52-Week high 51.00
52-Week low 2.62
P/E 115.38
Mkt Cap.(Rs cr) 2
Buy Price 43.85
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 46.15
CLOSE 46.15
VOLUME 25
52-Week high 51.00
52-Week low 2.62
P/E 115.38
Mkt Cap.(Rs cr) 2
Buy Price 43.85
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

Adi Rasayan Ltd. (ADIRASAYAN) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 24th Annual Report together with the Audited Accounts of the Company for the Financial Year ended 31st March 2016.

FINANCIAL RESULTS:

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

(Amount Rs.)

PARTICULARS31st March 201631st March 2015
Total Revenue8900004136374
Depreciation1030410294
Other Expenses9287373600131
Profit before tax987927214924
Provision for tax
i) Current TaxNilNil
ii) Deferred Tax(1914)(1029)
Profit (Loss) for the period989841215953
Balance brought forward(75429548)(75645501)
Addition during the year989841215953
Less:Appropriations out of ProfitNilNil
Balance carried to balance Sheet(74439707)(75429548)

REVIEW OF OPERATIONS:

During the Financial Year ended 31st March 2016 the Company has recorded revenue of Rs. 890000/-. The Company has earned profit of Rs. 987927/- during the year as compared to profit Rs. 215953/- in the previous Financial Year. The Board of Directors are exploring various business opportunities for its future growth and Development.

EXTRACT OF ANNUAL RETURN:

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

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March 2016 was Rs.70000000 /- divided into 7000000 Equity Share of Rs 10/- each. The company has neither issued shares with differential rights as to dividend voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company under any scheme.

REDUTION OF SHARE CAPITAL:

The promoter of the Company planned strategy to revive the Company with the financial help from Business associates. Accordingly the Board of Directors of the Company at their meeting held on 28th September 2015 had proposed to reduce the share capital of the Company to reflect its assets and liabilities at their real value in accordance with Sections 100 to 104 of the Companies Act 1956 due to heavy losses incurred by the Company during last few years subject to the approval of Members through postal ballot and subject to the approval of relevant authorities.

The Hon'ble High Court of Judicature at Gujarat at Ahmedabad vide its Order dated 17th June 2016 sanctioned the Reduction of Equity Share Capital of Adi Rasayan Limited under Sections 100 to 104 and other applicable provisions if any of the Companies Act 1956.

Pursuant to the said High Court Order the existing issued subscribed and paid up Equity share capital of the Company shall be reduced from Rs.65197000/- divided into 6519700 Equity Shares of Rs. 10/- (Rupees Ten only) each fully paid up to Rs.3259850/- divided into 325985 Equity Shares of Rs. 10/- (Rupees Ten only) each and that such reduction be effected by cancelling of 6193715 Equity Shares of Rs. 10/- each amounting to Rs. 61937150/- which is lost or un-represented by the available assets i.e. Debit balance in Profit and Loss Account Consequent upon Reduction the Equity Share Capital of the company will be Rs. 3259850/- divided into 325985 Equity Shares of Rs. 10/- (Rupees Ten only) each.

DIVIDEND:

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

DEPOSITS:

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

INTERNAL CONTROL SYSTEM:

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

DIRECTOR`S RESPONSIBILITY STATEMENT:

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

a) that in the preparation of the Annual Accounts for the Financial Year ended 31st March 2016 the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial 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 of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

d) The Directors had prepared the accounts for the Financial Year ended 31st March 2016 on a Going Concern Basis.

e) The Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all 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 Companies Act 2013 is not applicable.

LOANS GUARANTEES OR INVESTMENTS:

Your Company has neither given any loan or guarantee nor has made any investment during the 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 Section 134(3)(m) of the Company Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 regarding conservation of energy technology absorption and foreign exchange earnings and 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 Section 197(12) of The Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and any amendments thereof Company has no such employees falling under the preview of the provisions mentioned above.

MEETINGS:

 Board meeting:

The Board of Directors duly meets 6(Six) times during the Financial Year from ended 31st March 2016 as under: 30th May 2015; 14th August 2015; 25th August 2015; 28th September 2015; 9th November 2015 and 13th February 2016.

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

The Composition of the Board is as under:

Sr. No. DirectorsDesignation/ Category of Directorship
1 Mr. Sanjiv JoshiManaging Director
2 Mr. Ashish PandareIndependent Director
3 Mr. Veda AdhatraoIndependent Director
4 Ms. Amisha Mitesh DaniIndependent Director

COMMITTEE MEETINGS:

 Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Regulation 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 Section 177 of the Companies Act 2013 the Audit committee reviews reports of the Internal Auditor meets Statutory Auditors as and when required and discusses their findings suggestions observations and other related matters. It also reviews major accounting policies followed by the Company.

The Audit Committee is duly constituted during the Financial Year ended 31st March 2016 4 (Four) Meetings of the Audit Committee were held i.e. on 30th May 2015 14th August 2015 09th Novembers 2015 and 13th February 2016.

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

The Composition of the Audit Committee is as under:

Sr. No. Name of the DirectorCategory of Directorship
1 Mr. Ashish PandareChairman cum Independent Director
2 Mr. Veda AdhatraoIndependent Director
3 Mr. Sanjiv JoshiMember

 Nomination & Remuneration Committee:

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

The Nomination and Remuneration Committee is duly constituted during the Financial Year under review the Nomination & Remuneration Committee meet once and was attended by all the Members.

 Stakeholders' Relationship Committee:

The scope of the Shareholders/ investors Grievance Committee is to review and address the grievance of the shareholders in respect of share transfers transmission non3receipt of annual report non3receipt of dividend etc and other related activities. In addition the Committee also looks into matters which can facilitate better investor's services and relations.

The Stakeholders' Relationship Committee is duly constituted during the Financial Year ended on 31st March 2016 4 (Four) Meetings of the Stakeholders' Relationship Committee were held i.e. on 30th May 2015 14th August 2015 25th August 2015 09th Novembers 2015 and 12th February 2016.

The Composition of the Committee is as under:

Sr. No. Name of the DirectorCategory of Directorship
1 Mr. Ashish PandareExecutive Director
2 Mr. Veda AdhatraoIndependent Director
3 Mr. Sanjiv JoshiIndependent Director

INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation.

The Independent Directors have submitted their Disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent 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 performance the Directors individually as well as the evaluation of the working of its Audit Nomination and Remuneration Committees.

RELATED PARTY TRANSACTIONS:

There are no materially significant Related Party Transactions made by the Company with Promoters Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. As there is no transactions with related parties 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 this report 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 is within 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 of the 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed Ms. Urmila Bohra Practicing Company Secretaries to carry out Secretarial Audit for the financial year 2015-16. The Secretarial Audit report is annexed as Annexure - D to this Report.

The Observation made in the Secretarial Audit report i.e the Company is in the process of appointing Chief Financial Officer (CFO) and Company Secretary(CS) (KMP) as per provision of Section 203 of the Companies Act 2013.

In this connection the Board of Directors wish to submit that the Company is in the process of appointment of CFO and Company Secretary (KMP) as per provision of Section 203 of the Companies Act 2013 and it is taking appropriate steps to comply with the said provisions.

STATUTOY AUDITORS:

At the 23rd AGM of your Company held on 22nd September 2015 M/s. Koshal & Associates Chartered Accountants (Membership No. 043746) was appointed as the Auditors to hold office until the conclusion of the Annual General Meeting (AGM) to be held in 2020 subject to the Ratification by the Shareholders at each AGM held after the previous AGM.

The Board of Directors at its meeting held on 13th August 2016 in accordance with the provisions of Section 139(8) of the Companies Act 2013 read with Rule 3 of the Companies (Audit & Auditors) Rules 2014 have recommended to shareholders to ratify the appointment of /s. Koshal & Associates Chartered Accountants (Membership No. 043746) of Mumbai to continue to act as statutory auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting of the Company. M/s. Koshal & Associates Chartered Accountants (Membership No. 043746) has confirmed their willingness under Section 141 of the Act and the 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 has set up a core group of leadership team which identifies assesses the risks and the trends exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations.

Company has identified various strategic operational and financial risks which may impact Company adversely. However management believes that the mitigation plans for identified 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 of Sexual 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 its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws rules regulations or unethical conduct.

ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors
Ashish PandareSanjiv Joshi
DirectorDirector
DIN: 03363874DIN: 05353964
Date: 13/08/2016
Place: Ahmedabad