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Adinath Exim Resources Ltd.

BSE: 532056 Sector: Financials
NSE: N.A. ISIN Code: INE398H01015
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VOLUME 500
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P/E 19.59
Mkt Cap.(Rs cr) 6
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OPEN 14.30
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VOLUME 500
52-Week high 27.30
52-Week low 13.50
P/E 19.59
Mkt Cap.(Rs cr) 6
Buy Price 14.30
Buy Qty 1.00
Sell Price 0.00
Sell Qty 0.00

Adinath Exim Resources Ltd. (ADINATHEXIMRES) - Director Report

Company director report

Dear Members

Your directors are pleased to present 23rd Annual Report and financialstatement for the year ended March 31 2017.

1. FINANCIAL HIGHLIGHTS:

(Rs. In Lacs)
Particulars For the year ended on 31st March2017 For the year ended on 31st March2016
Revenue from Operations (Net) 28.62 27.16
Other Income 27.15 33.19
Total Income 55.76 60.35
Total Expenditure 23.76 66.61
Profit / (Loss) before Tax & Depreciation 32.35 (5.77)
(Less) : Depreciation (0.35) (0.50)
(Less): Provision for taxation 0 0
Profit/ (Loss) before interest & exceptional items 32.00 (6.27)
(Less): Finance Cost 0 0.00
Profit/(Loss) before Exceptional Items 32.00 (6.27)
Add/ (Less): Exceptional Items 0 0
Profit/(Loss) before tax for the year 32.00 (6.27)
(Less): Tax expense (1.42) (0.02)
Profit/Loss for the year 30.58 (6.24)

2. STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE:

The Company's revenues from operations increased to Rs. 28.62 Lacs in the year 2016-17from Rs. 27.16 in 2015-16 showing growth of 5.37 % compared to the previous yearimpacting to the profit of Rs. 30.58 in the present fiscal year 2016-17 in comparison toloss of Rs. 6.24 in the financial year 2015-16.

However your Directors are expecting to achieve better results in coming years.

3. RECOMMENDATION OF DIVIDEND:

In order to conserve and plough back the resources your directors have not recommendedany dividend for the year on equity shares of the company.

4. CHANGE IN NATURE OF BUSINESS IF ANY:

During the year under review your Company has not changed its nature of business.

5. TRANSFER TO RESERVES:

The Board has recommended transferring Rs. 6.11 Lacs to Special General Reserves and anamount of Rs. 24.46 Lacs is retained as surplus in the Statement of Profit and Loss ofStandalone financials.

6. SHARE CAPITAL:

As on 31st March 2017 the Share Capital structure of the Company stands asunder:

Particulars No of Shares Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each 5500000 55000000
Total 5500000 55000000
Issued and Subscribed Capital
Equity Shares of Rs. 10/- each 5000400 50004000
Total 5000400 50004000
Paid up Share Capital
Equity Shares of Rs. 10/- each 4104100 41041000
Add: Forfeited Shares (Originally Paid Up) 4481500
Total 4104100 45522500

7. DETAILS OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

Board Meetings:

The Board of Directors met six (6) times during the financial year 2016-17 and thedetails of the meeting are as follows:

Sr. No Date of Meeting Attendance of Directors
1. May 19 2016 All directors were present except Ms. Shivangiben M. Mehta
2. August 05 2016 All directors were present
3. October 01 2016 All directors were present except Mr. Manoj S. Savla
4. October 25 2016 All directors were present
5. December 31 2016 All directors were present
6. January 24 2017 All directors were present

The intervening gap between the meetings was within the period prescribed under theCompanies Act 2013.

As per Schedule IV of the Companies Act 2013 a separate meeting of IndependentDirectors without the attendance of Non- Independent Directors was held on January 242017 to discuss the agenda items as required under the Companies Act 2013 and Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The Independent Directors reviewed the performance of non-independent directors andthe Board as whole reviewed the performance of the Chairperson of the Company takinginto account the views of executive and non executive directors and assessed the qualityquantity and timeliness flow of information between the Company Management and the Boardthat is necessary for the Board to effectively and reasonably perform their duties. TheIndependent Directors expressed their satisfaction with overall functioning andimplementations of their suggestions.

Committees' Meetings:

The Audit Committee & Stakeholder Relationship Committee met Four (4) times duringthe financial year 2016-17 and the details of the meeting are as follows:

Sr.No Date of Meeting Attendance of Members
1. May 19 2016 Chairman & all other Members were present.
2. August 05 2016 Chairman & all other Members were present.
3. October 25 2016 Chairman & all other Members were present.
4. January 24 2017 Chairman & all other Members were present.

The Nomination & Remuneration Committee met two (2) times during the financial year2016-17 and the details of the meeting are as follows:

Sr.No Date of Meeting Attendance of Members
1. August 05 2016 Chairman & all other Members were present.
2. October 01 2016 Chairman & all other Members were present.

Committees' Composition:

The compositions of Audit Committee Stakeholder Relationship Committee &Nomination & Remuneration Committee are as follows:

Name Chairman/Member
Mr. Shetal A. Shah Chairman
Mr. Parasbhai S. Savla Member
Mr. Manish B. Joshi Member

8. RBI GUIDELINES:

The Company has complied with all the applicable regulations of the Reserve Bank ofIndia (RBI).

9. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Corporate Governance:

Pursuant to Regulation 15 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 [‘SEBI(LODR)] CorporateGovernance provisions as specified is not applicable to the Company since the paid upshare capital of the company and the net worth is below the threshold limits prescribedunder SEBI (LODR).

Management Discussion and Analysis Report:

In terms of the Regulation 34(e) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Management Discussion andAnalysis is set out in the Annual Report as [Annexure- A]

10. SUBSIDIARIES JOINT VENTURES & ASSOCIATES:

During the year under review the Company does not have any Subsidiaries JointVentures and Associates.

11. DEPOSITS:

In terms of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014 during the financial year 2016-17 your Company hasnot accepted any public deposits or no amount of principal or interest was outstanding ason date of the Balance Sheet.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments which is affecting the financialposition of the Company which have occurred between April 01 2017 and the date on whichthis Report has been signed.

13. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT OF THE COMPANY:

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separating its functions of governance andmanagement. As on March 31 2017 the Board consists of Five (5) members of whom (1) oneis the Managing Director (1) one is the Non-executive Chairman & Director and (3)three are the Independent Directors. The Board periodically evaluates the need for changein its composition and size.

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under sub section (3) of Section 178 of the Companies Act2013 adopted by the Board is available on our website. We affirm that the remunerationpaid to the directors is as per the terms laid out in the nomination and remunerationpolicy of the Company.

14. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of Companies Act 2013 and Rule 5 (1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in [Annexure- B] thatforms part of this Board Report.

There are no employee drawing salary as prescribed under Section 197 of the CompaniesAct 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

15. HUMAN RESOURCES:

The well disciplined workforce which has served the company for more than three decadeslies at the very foundation of the company's major achievements and shall well continuefor the years to come. The management has always carried out systematic appraisal ofperformance and imparted training at periodic intervals. The company has always recognizedtalent and has judiciously followed the principle of rewarding performance.

16. LISTING OF SHARES:

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE)with scrip code No. 532056. The Company confirms that the annual listing fees to the stockexchanges for the financial year 2017-18 have been paid.

17. DIRECTORS:

Appointment Re-appointment & Cessation:

During the year under review none of the directors were appointed re-appointed orceased to be the director of the Company.

Directors Retire by Rotation:

In accordance with the provisions of section 152[6] of the Companies Act 2013 Act andin terms of the Articles of Association of the Company Mr. Parasbhai S. Savla(DIN:00145639) Director will retire by rotation at the ensuing Annual General Meeting andbeing eligible offer himself for re-appointment. The Board recommends his re-appointment.

Independent Directors:

The terms and conditions of appointment of Independent Directors are in accordance withthe applicable Regulations of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and also as per the provisionsof the Companies Act 2013 ("Act") read with Schedule IV to the Act.

Your Company has received annual declarations from all the Independent Directors of theCompany under sub - section (7) of section 149 confirming that they meet with the criteriaof Independence as provided in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and there has been no change in the circumstances whichmay affect their status as Independent Director during the year.

18. KEY MANAGERIAL PERSONNEL:

Appointment:

The Board had its meeting held on October 01 2016 appointed Ms. Shilpa Agarwal asCompany Secretary/Compliance Officer/Nodal Officer and whole time Key Managerial Personnelof the Company.

Cessation:

Ms. Monica M. Surjani Company Secretary/Compliance Officer/Nodal Officer and wholetime Key Managerial Personnel of the Company has resigned with effect from September 302016.

19. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of section 134[3][c] of the Companies Act 2013 in relation to the financialstatements of the Company for the year ended 31st March 2017 the board of Directorsstate :

a) that in preparation of the annual financial statements the applicable accountingstandards have been followed along with proper explanations relating to materialdepartures if any

b) that such accounting policies have been selected and applied consistently andjudgments and estimates made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as on March 31 2017 and of the profit of theCompany for the year ended on that date

c) that proper and sufficient care has been taken for maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for prevention and detection of fraud and other irregularities

d) that the annual financial statements have been prepared on going concern basis

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively and

f) that the systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.

19. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT 9 as requiredunder Section 92 of the Companies Act 2013 is annexed to this Report as [Annexure-C] and forms integral part of this report.

20. RELATED PARTY TRANSACTIONS:

All contracts/arrangement/transactions entered into by the Company during the financialyear with related parties were on an arm's length basis and were in the ordinary course ofbusiness and were placed before the audit committee for their approval whereverapplicable.

Your Company had not entered into any transactions with related parties which could beconsidered material in terms of Section 188 of the Companies Act 2013. Accordingly thedisclosure of related party transactions as required under Section 134(3) (h) of theCompanies Act 2013 in Form AOC 2 is as attached in [Annexure- D].

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMETS:

During the year under review the Company has not given any loan and provided anyguarantee. The Company has made investment under the provisions of Section 186 ofCompanies Act 2013 and RBI Regulations. The said details are given in the notes to theFinancial Statements.

22. RISK MANAGEMENT:

The Company manages and monitors on the principal risks and uncertainties that canimpact its ability to achieve its objectives. Pursuant to section 134 (3) (n) of theCompanies Act 2013 and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. At present the company has not identified anyelement of risk which may threaten the existence of the company.

Discussion on risks and concerns are covered in the Management Discussion and AnalysisReport which forms part of this Annual Report.

23. BOARD EVALUATION:

In terms of clause (p) of sub section (3) of Section 134 of the Companies Act 2013 andas per the policy framed and approved by the Board of Directors of the Company the annualevaluation of the Independent Director's Board of Director's is annexed in [Annexure-E] that forms part of this Board Report.

24. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to give information relating Corporate SocialResponsibility as the Company does not fall under the applicable threshold limit mentionedunder section 135 of the Companies Act 2013.

The Company is striving to make good profit in the coming years and the Board ofDirectors of the Company assures to contribute funds in future.

25. AUDITORS AND AUDITORS' REPORT:

Statutory Auditors and their Report:

M/s. Shailesh C. Parikh & Co. Chartered Accountants (Firm Registration No.109852W) Statutory Auditors of the Company hold office until the conclusion of the ensuingAnnual General Meeting. Pursuant to provisions of Section 139 of the Act and the Rulesmade thereunder the Board based on the recommendation of Audit Committee proposes toappoint M/s Dhirubhai Shah & Doshi Chartered Accountants Ahmedabad [FirmRegistration No. 102511W] as Statutory Auditors of the Company to hold office from theconclusion of the 23rd Annual General Meeting until the conclusion of 28thAnnual General Meeting of the Company to be held in the year 2022 (subject to theratification of their appointment at every AGM). The Company has obtained from themwritten consent and a certificate to the effect that their appointment if made at theensuing AGM will be in accordance with the provisions of Section 139 of the Companies Act2013 and such conditions as may be prescribed. The members are requested to consider thematter of appointment of Auditors and also to fix their remuneration. The Board has dulyreviewed the Statutory Auditors' Report on the Accounts. The observations and commentsappearing in the Auditors' Report are self-explanatory and do not call for any furtherexplanation / clarification by the Board of Directors as provided under section 134 of theAct.

Secretarial Auditors and their Report:

Pursuant to provisions of Section 204 of the Act and the Companies [Appointment andRemuneration of Managerial Personnel] Rules 2014 the Board has appointed M/s ShilpiThapar & Associates a firm of Company Secretaries in Whole-time Practice to undertakethe Secretarial Audit of the Company for the financial year 2016-17. The Secretarial AuditReport in the form "MR-3" is annexed herewith as [Annexure- F].

Internal Auditors:

The board has appointed M/s Mihir D. Shah & Associates. Chartered Accountant (FirmRegistration Number: 138864W) as an Internal Auditors of the Company for F.Y 2017-18.

26. EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATIONS RESERVATION OR ADVERSEREMARKS OR DISCLAIMERS:

The Notes on financial statements referred to in the Auditors' Report read togetherwith relevant notes thereon are self explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.

As regards in observations in Secretarial Audit Report regarding:

(i) In an instance it is noticed that Company has intimated the Stock Exchange(s) theoutcomes / information of meetings of board of directors beyond the prescribed time asspecified under Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

(ii) In an instance the Company has not simultaneously published the Notice of BoardMeeting in news papers with the submission of the same to the Stock Exchange(s).

Comments by Board: The management states that the qualifications/observations aslaid were caused due to the lack of evidence to proof that the outcomes/information ofmeeting of board of directors were duly made in the prescribed time as specified underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

Further the other qualification regarding the simultaneously publishing notice ofBoard Meeting in newspaper with the submission of the same to the Stock Exchange(s) wasbecause of lack of awareness and sense of responsibility in the previous ComplianceOfficer of the Company.

27. FRAUD REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSEWHICH ARE REPORTABLE TO CENTRAL GOVERNMENT:

During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under section 143(12) of the Companies Act 2013.

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information required under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 with respect to the information on conservation ofenergy technology absorption and foreign exchange earnings and outgo are set out herewithas [Annexure- G] and form an integral part to this Report.

29. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company promotes ethical behaviour in all its business activities and hasestablished a vigil mechanism for its Directors Employees and Stakeholders associatedwith the Company to report their genuine concerns. The Vigil Mechanism as envisaged inSection 177 of the Companies Act 2013 is implemented through the Whistle Blower Policyto provide for adequate safeguards against victimization of persons who use such mechanismand make provision for direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy has been appropriately communicated within the Company andhas also been posted on the Website of our Company.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees.

But though the Company does not have more than 1 number of female employee andsubjected to the provisions of the Section 2 of The Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 the Internal ComplaintsCommittees (ICC) cannot be constituted due to the lack of number of female employees.Therefore the Company has organized an awareness programme for the female employee inrespect to spread the awareness of this Act and has informed them to file any complaint ofSexual harassment caused at workplace to the Local Complaints Committee (LCC) Constitutedin every District as per the provision of Section 5 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013.

The following is a summary of sexual harassment complaints received and disposed offduring the year.

• No. of complaints received - Not Applicable

• No. of complaints disposed off – Not Applicable

31. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with itsactivities. The details in respect of internal control and their adequacy are included inthe Management and Discussion and Analysis Report which forms integral part of thisreport.

The Report on the Internal Financial Control under Clause (i) of sub section 3 ofSection 143 of the Companies Act 2013 is forming part of the financial statement for theyear under review.

32. PROHIBITION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for prohibition of Insider Trading with aview to regulate trading in securities by the Directors and designated employees of theCompany. The Code required preclearance for dealing in the Company's shares by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the trading window isclosed. The Company has formulated the Code of Practices and Procedures for fairDisclosures in terms of the requirements of Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015. The Board is responsible forimplementations of the Code. The Policy is available on our websitewww.adinatheximresources.com.

33. DISCLOSURES WITH RESPECT TO DEMAT SUSUPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

During the year under review no shares were held in demat suspense account orunclaimed suspense account of the Company.

34. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS OR CORTS OR TRIBUNALSINPACTING THE GOING CONCERN STATUTS OF THE COMPANY:

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

35. ANNEXURES:

The lists of annexures forming part of the Board Report are as follows:

Name of the Annexure Annexure No.
Management Discussion and Analysis Report

A

Ratio of the remuneration of each director to the median employee's remuneration

B

Extract of Annual Return (MGT-9)

C

Related Party Transactions (AOC-2)

D

Board Evaluation

E

Secretarial Audit Report (MR-3)

F

Conservation of Energy Technology Absorption And Foreign Exchange Earnings And Outgo

G

37. APPRECIATION:

Your Directors wish to place on record their appreciation for the continued supportreceived from stakeholders and associates of the Company.

By Order Of The Board
Sd/- Sd/-
(Manoj S. Savla) (Parasbhai S. Savla)
Date : May 06 2017 Managing Director Chairman & Director
Place : Ahmedabad DIN: 01529306 DIN: 00145639