The Members of
Adinath Exim Resources Limited
Your Directors are pleased to present the Twenty-Second Annual Report together with theAudited Financial Statements of your Company for the Financial Year ended 31stMarch 2016.
The Companys financial performance for the year ended March 31 2016:
|Particulars ||Year Ended 31.03.2016 ||Year Ended 31.03.2015 |
|Revenue from operations (Net) ||2716128 ||2545424 |
|Other Income ||3318642 ||1816206 |
|Total Income ||6034770 ||4361630 |
|Total Expenditure ||6611187 ||1560996 |
|Profit / (Loss) before Tax & Depreciation ||-576417 ||2800634 |
|Less : Depreciation ||50310 ||90049 |
|Less: Provision for taxation ||0 ||423250 |
|Profit/ (Loss) before interest & exceptional items ||-626727 ||2287335 |
|Finance Cost ||0 ||0 |
|Profit/(Loss) before Exceptional Items ||-626727 ||2287335 |
|(Add)/ Less: Exceptional Items ||0 ||0 |
|Profit/(Loss) before prior period items and tax ||-626727 ||2287335 |
|Deduct : Prior Period Adjustment (Taxation) ||0 ||0 |
|Profit/(Loss) before tax for the year ||-626727 ||2287335 |
|Add/ (Less): Deferred Tax ||2407 ||3796 |
|Profit/Loss for the year ||-624320 ||2291131 |
Our total income increased to Rs 2716128/- from Rs 2545424/- in the previous year at anincreased rate of 6.71%. Net Loss for the year is ' (624320) compared to Net Profit of Rs2291131/- in the previous year.
The paid up Equity Share Capital of the Company as at March 312016 stood at Rs41041000/- (Four Crore Ten Lacs Forty One Thousand Only). During the period under reviewthe Company has neither issued shares with or without differential voting rights nor hasgranted any stock options or sweat equity. As on March 312016 none of the Directors ofthe Company hold any instruments convertible into equity shares of the Company.
Your Companys equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services (India) Limited. As of March312016 70.67% of the equity shares of your Company were held in demat form.
TRANSFER TO RESERVES
Owing to accumulated losses of the Company for the financial year 2015-16 your Companywas unable to transfer any funds to the Reserves and Surplus Account.
Your Directors express their inability to recommend any dividend for the year 2015-16owing to accumulated losses of the Company.
The Company has neither invited nor accepted any deposits within the meaning of Section73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 fromthe public during the year ended March 312016. There were no unclaimed or unpaid depositsas on March 31 2016.
The Company has complied with all the applicable regulations of the Reserve Bank ofIndia (RBI). LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 532056 and on Delhi Stock Exchange of India Limited (DSE) with scrip ID ADIEXRE. TheCompany confirms that the annual listing fees to both the stock exchanges for thefinancial year 2015-16 have been paid.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees during the year under review withinthe purview of section 186 of the Companies Act 2013. The details of the investments madeby Company are given in the notes to the financial statements.
MANAGEMENT DISCUSSION AND ANALYSIS REPORTS
In terms of the Regulation 34(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Management Discussion and Analysis is set out in theAnnual Report as.
PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this report as"Annexure C".
There was 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.
EXTRACTS OF ANNUAL RETURN
The details forming part of the extracts of Annual return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as"Annexure-A" and forms integral part of this report.
The Company recognizes and embraces the benefits of having a diverse Board of Directorsand sees increasing diversity at Board level as an essential element in maintaining acompetitive advantage in the complex business that it operates. The Board of Directors hasalso adopted a policy on Board Diversity which sets out the approach to diversify theBoard of Directors. The Board Diversity Policy is available at our website:www.adinatheximresources.com/policies.
In accordance with the provisions of Section 152(6) of the Companies Act and Articlesof Association Mr. Manoj S. Savla (DIN- 01529306) shall retire by rotation and beingeligible offers himself for reappointment at the ensuing Annual General Meeting of theCompany. The Board recommends his re-appointment.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
There were 4 meetings of Board of Directors held during the year. The details of thenumber of meetings of the Board of Directors held during the financial year are as follow:Board Meetings held during the year 2015-16
Sr. No. Date of Board Meeting
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 Directorswas held on 25thMarch 2016 at 12.30 P.M. at the registered office of the Company situated at Ahmedabad todiscuss the agenda items as required under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 The Independent Directorsreviewed the performance of non-independent directors and the Board as whole reviewedthe performance of the Chairperson of the Company and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties. TheIndependent Directors expressed their satisfaction with overall functioning andimplementations of their suggestions.
The names of members of the Board and their attendance at the Board Meetings are asunder:
|Sr. No. Name of Directors ||Number of Meetings Attended / Total Meetings held during the year 2015-16 |
|1. Mr. Manoj S. Savla ||4/4 |
|2. Mr. Paras S. Savla ||4/4 |
|3. Mr. Shetal Shah ||4/4 |
|4. Mr. Manish Joshi ||4/4 |
|5. Mrs. Shivangi Mehta ||4/4 |
KEY MANAGERIAL PERSONNEL
During the year under review the details of Key Managerial Personnel are as under:
|Sr. No Name ||Designation ||Date of Appointment ||Date of Cessation |
|1. Ms. Manjusha Nair ||Company Secretary & Compliance Officer ||13/08/2014 ||31/10/2015 |
|2. Ms. Monica Surjani ||Company Secretary & Compliance Officer ||01/12/2015 || |
|3. Mr. Bharat Suthar ||Chief Financial Officer ||13/08/2014 || |
The Remuneration and other details of the Key Managerial Personnel for the year endedMarch 312016 are mentioned in the extract to the Annual Report in Form MGT-9 which isattached as "Annexure A" and forms a part of this Report of the Directors.
NOMINATION AND REMUNERATION POLICY:
The Policy of the Company on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes Independency 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 remuneration paid to the Directors is as per the term laid out inthe Nomination and Remuneration policy of the Company www.adinatheximresources.com.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Companyunder sub - section (7) of section 149 confirming that they fulfill the criteria ofindependence as prescribed under subsection (6) of section 149 of the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act 2013 with respect to DirectorsResponsibility Statement it is hereby stated that:
(i) in the preparation of the annual accounts for the year ending March 312016 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
(ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year March312016 and of the profit or loss of the Company for the year under review.
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) the Directors have prepared the annual accounts ongoing concern basis;
(v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.
(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("the Listing Regulations") stipulate the evaluation of theperformance of the Board its Committees Individual Directors including IndependentDirectors and the Chairman.
The evaluation framework for assessing the performance of Directors comprises ofvarious key areas such as attendance at Board and Committee Meetings quality ofcontribution to Board discussions and decisions future growth of the Company and itsperformance ability to challenge views in a constructive manner knowledge acquired withregard to the Companys business/activities understanding of industry and globaltrends etc.
The evaluation involves self-evaluation by the Board Member and subsequent assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis/her evaluation.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the ListingRegulations the Board has carried out an annual performance evaluation of its ownperformance the Directors individually (including Independent Directors) as well as theevaluation of the working of its Committees.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors.Qualitative comments and suggestions of Directors were taken into consideration by theChairman of the Board and the Chairman of the Nomination and Remuneration Committee. TheDirectors have expressed their satisfaction with the evaluation process.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement (to the extent applicable) and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out an evaluation of its ownperformance and the Directors individually. A process of evaluation was followed by theBoard for its own performance and that of its Committees and individual Directorsincluding independent directors. A familiarization programmer was conducted forIndependent Directors to familiarize them with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company and related matters.
COMMITTEES OF BOARD
Currently the Board has three committees i.e. Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee. All committees constituteproper composition of Independent Directors as mentioned in relevant provisions ofCompanies Act 2013 Listing Agreement (to the extent applicable) and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
|Name of the Committee ||Composition of the Committee ||Highlights of duties responsibilities and activities |
|Audit Committee (This disclosure is as per ||Mr. Shetal Shah - Chairman Mr. Manish Joshi - Member ||- The Committee met 4 times during the period under review |
|section 177 (8) of Companies Act 2013) ||Mr. Paras Savla - Member ||- All recommendations made by the Audit Committee during the year were accepted by the Board |
| || ||- The Company has adopted the Vigil Mechanism for Directors and employees to report concerns about unethical behavior actual and suspected fraud or violation of Companies Code of Conduct and Ethics. |
| || ||- In accordance with the requirements of the Companies Act 2013 the Company has formulated policies on related party transactions. |
| || ||- The policies including the Vigil Mechanism Policy are available on our website:- http:// www.adinatheximresources.com / policies.html |
|Nomination and Remuneration Committee ||Mr. Shetal Shah - Chairman Mr. Manish Joshi - Member ||- The Committee met once during the period under review |
| ||Mr. Paras Savla - Member ||- The committee has designed and continuously reviewed the compensation program of the Directors with business objectives and to link compensation with the achievement of measurable performance goals. |
| || ||- The Board on the basis of recommendation of the Nomination and Remuneration Committee has framed the nomination and remuneration policy. The said policy is available on the website of the Company http://www.adinatheximresources.com/ policies.html |
|Stakeholders Relationship Committee ||Mr. Shetal Shah - Chairman Mr. Manish Joshi - Member Mr. Paras Savla - Member ||- The Company in compliance with the provisions of Companies Act 2013 has renamed the Investor Grievance Committee as Stakeholders Relationship Committee |
| || ||- The Committee met 4 times during the period under review |
| || ||- The Committee reviews and ensures to redress investor grievances. |
| || ||- The Committee noted that all the grievances of the shareholders during the year have been resolved. |
| || ||- The Company under the period under review has received no complaints from investors under SEBIS SCORES portal. |
AUDITORS Statutory Auditors
M/s Shailesh C. Parikh & Co. Chartered Accountants (Firm Registration No:109858W) who retire at the ensuing Annual General Meeting and are eligible forre-appointment.
The Company has obtained from them written consent from them and a certificate to theeffect that their appointment if made at the ensuing AGM will be in accordance with theprovisions of Section 139 of the Companies Act 2013 and such conditions as may beprescribed.
The members are requested to consider the matter of appointment of Auditors and also tofix their remuneration.
Secretarial Auditor & Secretarial Auditor Report
Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Shilpi Thapar & Associates Company Secretaries in practice to undertakethe Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Auditreport is annexed herewith as "Annexure B" and forms an integral part of thisreport. The Board has duly reviewed the Secretarial Auditors Report and theobservations and comments appearing in the report are self explanatory and do not callfor any further explanation / clarification by the Board of Directors as provided undersection 134 of the Act.
The Board of Directors has appointed M/s. Mihir D. Shah & Associates CharteredAccountant (Membership No. 154230 & FRN. No. 138864W) as Internal Auditors of theCompany for the F. Y. 2016-17.
There is no qualification reservation adverse remark or disclaimer by the StatutoryAuditors in their report or by the Secretarial Auditors in their Secretarial Audit Reportand hence no explanation or comments of the Board is required in this matter. The Companyhas in place a mechanism to identify assess monitor and mitigate various risks to keybusiness objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.
REPORTING OF FRAUDS BY AUDITORS
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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION(1) OF SECTION 188
All contracts/arrangements/transactions entered into by the Company during theFinancial Year with related parties were in the ordinary course of business and on anarms length basis which were placed before the Audit Committee for their approvalwherever applicable. During the year the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the Policy on Related Party Transactions. Pursuant to section 134(3) (h)read with Rule 8(2) of the Companies (Accounts) Rules 2014 there are no transactions tobe reported under Section 188(1) of the Companies Act 2013. Accordingly the disclosureof Related Party Transactions as required under Section 134(3)(h) of the Companies Act2013 in Form AOC 2 is not applicable.
The Policy on Related Party Transactions as approved by the Audit Committee and theBoard of Directors of the Company is uploaded on the website of the Company and same canbe accessed on the web link: www.adinatheximresources.com/policies.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATEAND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this Report. Further it is herebyconfirmed that there has been no change in the nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS DURINGTHE YEAR:
During the year under review there was/were no significant and material orders passedby the regulators or courts or tribunals that would impact the going concern status of theCompany and its future operations.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
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 goodprofit in the coming years and the Board of Directors of the Company assures to contributefunds in future.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company promotes ethical behavior 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 in the Companies Act 2013 and the Rules prescribedthereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is implemented through the Whistle Blower Policy to provide for adequate safeguardsagainst victimization of persons who use such mechanism and make provision for directaccess 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 the Company www.adinatheximresources.com/policies.
SUBSIDIARIES JOINT VENTURE AND ASSOCIATES
During the year under review the Company does not have any Subsidiaries Joint Ventureand Associates. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the Company hasappointed Independent Internal Auditor M/s. Mihir Shah & Associates CharteredAccountants to conduct Internal Audit & to submit Internal Audit Report to the AuditCommittee of the Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of InternalAuditor Audit Committee undertakes corrective action if any in their respective areasand thereby strengthens the controls. Significant audit observations and recommendationsalong with corrective actions if any thereon are presented to the Audit Committee of theBoard.
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 & Clause 49 of the listing agreement (to the extent applicable)and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 thecompany has framed Risk Management Policy. The details of the policy are as updated onwebsite of the company. At present the company has not identified any element of riskwhich may threaten the existence of the company.
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks. The Company has formally framed aRisk Management Policy to identify and assess the key risk areas monitor and reportcompliance and effectiveness of the policy and procedure. Discussion on risks and concernare covered in the Management Discussion and Analysis Report which forms part of thisAnnual Report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safeoperations. The Company is conducting operations in such a manner so as to ensure safetyof all concerned compliances of environmental regulations and preservation of naturalresources.
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 the Company has formulated and implemented guidelines on preventionof sexual harassment at workplace with a mechanism of lodging and redressal of complaints.The following is reported:
a) Number of complaints received in the year: Nil
b) Number of complaints disposed off during the year: Nil
c) Number of cases pending more than ninety days: Nil
d) Number of workshops or awareness programme against sexual harassment carried out:Nil
e) Number of actions taken by the employer or district officer: Not Applicable
During the year under review no complaints were reported to the Company.
The Company is committed to nurturing enhancing and retaining top talent throughsuperior Learning and Organizational Management.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under sub-section (3) (m) of section 134 of theCompanies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules 2014 aregiven as under :
(A) Conservation of Energy
(i) The steps taken or impact on conservation of energy: The operations of your Companyare not energy intensive.
(ii) The steps taken by the Company for utilizing alternate sources of energy: Nil
(iii) The capital investment on energy conservation equipments: Nil
(B) Technology Absorption
(i) The efforts made towards technology absorption: Not Applicable.
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable.
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the Financial Year): Not Applicable.
(a) Details of Technology Imported;
(b) Year of Import;
(c) Whether the Technology has been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof.
(iv) The expenditure incurred on Research and Development during the year under review:Nil (C) Foreign Exchange Earning and Outgo:
During the period under review the foreign exchange earnings and outflow was asfollows:
| ||Year 2015-16 |
| ||Amount in Rs |
|Foreign Earnings - ||Nil |
|Foreign Outflow - ||Nil |
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 requires preclearance for dealing in the Companys 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 Board isresponsible for implementation of the Code.
The Company has bagged contract for exploration of CBM (coal-bed methane) Blocks fromGovernment of India on revenue sharing basis in consortium and has incurred variousexpenses in that connection in the past.
In 2007 Oil & Gas block No. GV (north)-CBM-2005/NI block located in the state ofAndhra Pradesh and covering area of 259.7 Sq. Kms was awarded to the consortium of CoalGas Mart LLC Deep Industries Limited (DIL) & Adinath Exim Resources Limited underthe CBM Round III. Further Deep Industries Limited is designated operator for the Blockwith Participating Interest of Adinath Exim Resources Limited. On examination theconsortium found the proposed free area to be techno commercially unviable for CBMproduction based on the inferior CBM Block parameters. The consortium has declined toaccept the revised free area proposed by DGH (Directorate General of Hydrocarbons)ultimately the company had surrendered the Block to DGFT on 31st March 2016 asconsortium found the proposed free area to be techno-commercially unviable for CBMproduction based on the inferior CBM block parameters. Accordingly Rs 4663320 debitedunder the head Capital work in progress in the past has been written off as abortiveexploration expense during the year to Profit and Loss Account.
Your Directors express their sincere thanks and appreciation to the PromotersShareholders and Customers for their constant support and co operation.
Your Directors also place on record their gratitude towards the Banks Institutions andGovernment Departments for their confidence reposed in the Company.
| ||For and on behalf of the Board |
|Date :5th August 2016 ||Manoj S. Savla |
|Place : Ahmedabad ||Managing Director |
| ||DIN: 01529306 |