The Members of
The Aditya Consumer Marketing Limited
Your Directors are pleased to present the 15thAnnual Report and the Audited Statementof Accounts for the year ended 31st March 2017. The Financial results are shown as below.
1. Financial Results
| || ||Rs. in lakhs |
|Particulars ||31.03.2017 ||31.03.2016 |
|Income from Sales ||6700.45 ||6107.98 |
|Other Income ||16.05 ||14.71 |
|Total Income ||6716.51 ||6122.70 |
|Less: Expenditure ||6370.41 ||5888.97 |
|Profit/(Loss) before interest depreciation and tax ||346.10 ||233.72 |
|Less : Depreciation || || |
| ||90.78 ||83.30 |
|Interest ||67.10 ||54.49 |
|Provisions for Taxation ||32.77 ||32.22 |
|Pro t/(Loss) before extraordinary item ||155.43 ||63.69 |
|Less: Extraordinary Item (Written back items) ||- ||-158.25 |
|Pro t/(Loss) after Taxes ||130.05 ||175.63 |
|Pro t/(Loss) available for appropriation ||130.05 ||175.63 |
|Balances as per last year's Balance sheet ||79.39 ||643.50 |
|Pro t and Loss Appropriation Account ||- ||- |
|Balance carried to Balance sheet ||130.05 ||175.63 |
2. Overview of Company's Financial Performance
In this financial year Company has reported sterling growth in sales EBITDA & netpro t. Your company's net Pro t before exceptional item rose by 60% from 63 lakhs in theprevious year to130 lakhs in the current year. Same Store Sales grew by 9.83 % to 6700Lakhs as compare to 6107 Lakhs in the previous year. EBITDA as percentage grew by 35.43%and in absolute terms 48% from 233 lakhs to 366 lakhs.
3. Conversion of Company from private Limited to Public Limited
Pursuant to Section 14 and other applicable provisions and rules if any of theCompanies Act 2013 the approval of the members accorded to the conversion of the statusof Company from "Aditya Consumer Marketing Private Limited" to"AdityaConsumer Marketing Limited" in the Extra Ordinary General Meeting of theCompany. The Registrar of CompaniesPatna on 14th June 2016 issued Fresh Certificate ofIncorporation Consequent upon Conversion from Private Company to Public Company
Your Directors regret their inability to recommend any dividend for the financialperiod under review in view of the conservation of resources for proposed expansion of itsbusiness operations in other cities..
5. Share Capital
The issued subscribed and paid-up equity share capital of the company as on 31stMarch 2017is 146338870. During the year under review the Company has not issuedshares with differential voting rights nor granted stock options nor sweat equity.
6. Initial Public Offer (IPO)
During the year under review your company entered into the capital markets with apublic issue of 4000000 equity shares of Rs. 10/- each at a premium of Rs. 15/- pershare aggregating to Rs. 60000000 which was fully subscribed. The equity shares havebeen listed and traded on the SME Platform of BSE Ltd Subsequent to the IPO the issuedsubscribed and paid up capital of your company stands at Rs. 146338870 divided into14633887 equity shares of Rs. 10/- each. The Company has fully spent / utilized theproceeds of the funds raised under the IPO as per the object of the Company. Thedisclosure in compliance with the SEBI Regulation 32 of the SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 is as under:
|S.No. ||Particulars ||Amount (in lacs) projected utilization of funds as per prospectus ||Amount (in lacs) actual utilization of funds till 15th April 2017 ||Deviation (if any) |
|1. ||Renovation of Super Market Restaurant Salon & Spa ||253.40 ||253.40 ||- |
|2. ||Working Capital ||261.60 ||261.60 ||- |
|3. ||General Corporate Expenses ||50.00 ||50.00 ||- |
|4. ||Issue Expenses ||35.00 ||35.00 ||- |
| ||Total ||600.00 ||600.00 ||- |
7. Transfer to Reserves
During the year under review share premium received and transferred under the head"Reserve & Surplus" forming part of the balance sheet as mentioned in Noteno.4 significant policies and notes forming part of the Financial Statement.
8. Change in nature of business
During the year under review there is no change in the nature of business of thecompany.
9. Review of Operation
During the year under review no new activities was started by the company. Your companyis seeking new avenues in order to expand the operations of your company and has alreadysigned agreement of lease for 9 to 9 Super market YO!
China 9 to 9 Salon and 9 to 9 Banquet Hall at Shivraj Plaza West Church Road NearDM Residence Gaya-823001 Bihar.
10. Material changes and commitment affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relateand the date of the report
There were no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year 2016-17 and the date ofthis Report.
11. Directors' Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:
a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the prot/loss of the Company for the year ended on that date;
c) the Directors have taken proper and suf cient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern' basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
12. Subsidiaries Joint Ventures and Associate Companies
Your Company does not have any Subsidiaries Joint Ventures and Associate Companies.
During the financial year 2016-17 your Company has not accepted any fixed depositswithin the meaning of section 73 and 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014.
14. Directors and key managerial personnel Appointments:
In compliance with the provisions of Sections 149 152 Schedule IV and otherapplicable provisions if any of the Companies Act 2013 read with Companies (Appointmentand Qualification of Directors) Rules 2014 Mr. Chandra Shekhar Prasad Gupta and Mr. RaviPrakashChamaria were appointed as Independent Directors on the Board of Directors of yourCompany at the Board Meeting of your Company held on 24th June 2016 to hold office up to5 (five) consecutive years up to 19thAnnual General Meeting to be held in Calendar year2021.
In compliance with the provisions of Sections Sections 196197 & 203 read with Rule8 of companies (Appointment and remuneration) Rules 2014 and other applicable provisionsif any of the Companies Actat the Board Meeting Mr. Yashovardhan Sinha ManagingDirector of your Company was appointed for 5 (Five) years commencing from 16thMay 2016 to15thMay 2021.
In compliance with the provisions of Sections Section 203 read with Rule 8 of companies(Appointment and remuneration) Rules 2014 and other applicable provisions if any of theCompanies Act Mr. Anil Kumar Singh Chief Financial Officer of your Company was appointedon 16thMay 2016
In compliance with the provisions of Sections Section 203 read with Rule 8 of companies(Appointment and remuneration) Rules 2014 and other applicable provisions if any of theCompanies Act Ms. Rachna Company Secretary of your Company was appointed on18thJune2016
In compliance with the provisions of Sections Section 168(1) and other applicableprovisions if any of the Companies Act Mr. Umeshwar Prasad Singh Director of yourCompany was resigned from 30th May 2016 due to some personal reasons and old age.
15. Disclosure relating to Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy is explained in Corporate Governance Report.
16. Independent Directors' Meeting
Independent Directors of the Company had met during the year under review details ofwhich are given in the
17. Board Evaluation
Pursuant to the provisions of the CompaniesAct 2013 and Clause 49 of theListingAgreement the Board has carried out anannual performance evaluation of itsownperformance the directors individuallyas well as the evaluation of the workingof itsAudit Nomination & Remunerationand Stakeholders
RelationshipCommittees. The mannerin which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
The details of the number of Board and other Committee meetings of your Company are setout in the Corporate Governance Report which forms part of this Report.
19. Declaration by independent directors
Your Company has received declarations from each independent director under Section149(7) of the Companies Act 2013 that he/she meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Clause 49 of the Listing Agreement.
20. Committees of the Board
There are currently three Committees of the Board as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
21. Corporate Governance Report
In compliance with the provisions of Clause 49 of the Listing Agreement a separatereport on Corporate Governance forms an integral part of this Report.
A. Statutory Auditors
At the Extra Ordinary General Meeting held on July 01 2016O. P. Tulsyan & Co. Chartered Accountants (Registration No. FRN 500028N) were appointed as statutory auditorsof the Company to hold office till the conclusion of the Annual General Meeting to be heldin the calendar year 2017. In this regard the Company has received a certificate from theauditors to the effect that if they are reappointed it would be in accordance with theprovisions of Section 141 of the Companies Act 2013.
B. Secretarial Auditor
Ms. K E & Company Practicing Company Secretary Patnawas appointed to conduct thesecretarial audit of the Company for the financial year 2016-17 as required under Section204 of the Companies Act 2013 and Rules thereunder. The secretarial audit report for FY2016-17 forms part of the Annual Report as "Annexure A" to the Board's report.
The Board has appointed Ms. Ekta Kumari Practicing Company Secretary as secretarialauditor of the Company for the financial year 2017-18.
C. Cost Auditor
As per the requirement of the Central Government and pursuant to section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 as amendedfrom time to time your company hereby confirms that the provisions of this section is notapplicable hence your company needs not required to appoint cost auditor for thefinancial year 2016-17.
23. Auditors' Report
The observations made by the Auditors are self explanatory and have also been explainedin the notes forming part of the accounts wherever required.
24. Internal Audit and Controls
Your Company has appointed M/s R. P. Sachan & Associates as its Internal Auditor ofthe Company. During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.
25. Related Party Transactions
During the financial year 2016-17 there were no transactions with related partieswhich qualify as material transactions under the Listing Agreement and that the provisionsof section 188 of the Companies act 2013 are not attracted. Thus disclosure in form AOC-2is not required. Further there were not material related party transactions during theyear under review with the Promoters Directors of Key Managerial Personnel.
26. Corporate Social Responsibility
The Board of Directors of your company hereby confirms that the provisions of section135(1) of the Companies Act 2013 and Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable to our company for the financial year2016-2017.
27. Loans Guarantees and Investments
The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are givenin the notes to the Financial Statements.
28. Conservation of Energy Technology Absorption and Foreign Exchange Earnings &Outgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are as under-
(A) Conservation of Energy:
The production and manufacturing activities are not carried on by the Company and dueto that no usage of energy. Hence no steps are taken by the Company for conservation ofenergy.
(B) Technology Aborption:
The company has not imported any technology during the year and as such there isnothing to report.
(C) Foreign Exchange Earnings and Outgo:
(Rs. In Lakhs)
| ||31.03.2016 ||31.03.2017 |
|Foreign Exchange Earnings ||NIL ||NIL |
|Foreign Exchange Outgoings ||NIL ||NIL |
29. Extract of Annual Return
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as "Annexure B" to theBoard's report.
30. Cash Flow Analysis
The Cash Flow Statement for the year under reference in terms of clause 32 of theListing Agreement with the stock exchanges forms part of the Annual Report.
31. Vigil Mechanism
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013 andClause 49 of the Listing Agreement. The policy provides for a framework and processwhereby concerns can be raised by its employees against any kind of discriminationharassment victimization or any other unfair practice being adopted against them. Moredetails on the vigil mechanism and the Whistle Blower Policy of your Company have beenoutlined in the Corporate Governance Report which forms part of this report.
32. Disclosures as per the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. Company has not received any complaint onsexual harassment during the financial year 2016-17.
33. Particulars of Employees
The statement containing particulars of employees as required under Section 197 (12) ofthe Companies Act 2013read with Rule 5 (2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 formspart of this Report as "Annexure C".
34. Details on internal financial controls related to financial statements
Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions ofthe Companies Act 1956 to the extent applicable. These are in accordance with generallyaccepted accounting principles in India.
35. Significant/Material orders passed by the regulators
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.
a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and
b) Your Company does not have any ESOP scheme for its employees/Directors.
Your Directors wish to place on record their appreciation towards all associatesincluding Customers Collaborators Government Agencies Financial Institutions BankersSuppliers Shareholders Employees and other who have reposed their con dence in thecompany during the period under review.
| ||By order of the Board of Directors |
| ||Yashovardhan Sinha |
|Place: Patna ||Managing Director |
|Date: 8th May 2017 ||DIN - 01636599 |