Allied Herbals Ltd.
|BSE: 523030||Sector: Financials|
|NSE: N.A.||ISIN Code: INE608D01016|
|BSE 11:58 | 12 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 523030||Sector: Financials|
|NSE: N.A.||ISIN Code: INE608D01016|
|BSE 11:58 | 12 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors have pleasure in presenting the 29th Annual Report togetherwith the audited statement of accounts of the Company for the financial year ended 31stMarch 2015.
Allied herbals Limited is a Company Listed on Bombay Stock-Exchange. The companyintends to carry on the business of personal care products and services but the Companydoes not have significant operations during the year . The company was formerly known asRajdhani Leasing and Industries Limited.
2. FINANCIAL RESULTS
The performance of the company for the financial year ended March 312014 is summarizedbelow:
3. PERFORMANCE REVIEW
During the year the Company has not conducted any business. Company is a going concerndespite of any business administrative expenditure has been incurred which resulted intoa loss of Rs. 357215.
4. LISTING INFORMATION:
The shares of the Company are listed on Bombay Stock Exchange. Further the shares areheld in demat as well as in Physical forms.
Considering the present conditions of business loss occurred and growth stage ofCompany during the year. The Board of Directors of the company is not in position torecommend any dividend for the Financial Year 2014-15.
6. CHANGE IN THE NATURE OF BUSINESS
There is no Changes in the Nature of Business of the Company during the Financial Year.
7. SHARE CAPITAL
The authorized Share Capital of the Company was Rs 20000000( Rupees Two Crore) andpaid-up Equity Share Capital of the Company on March 312015 was Rs. 15700000( RupessOne Crore Fifty Seven Lakh). There was no change in the Authorised or the Paid-upCapital/Subscribed Capital during FY 2014-15.
a) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review
c) BONUS SHARES
No Bonus Shares were issued during the year under review.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employee
e) SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issue any Equity shares with Differential Rights.
8. EXTRACT OF ANNUAL RETURN
An extract of the Annual Return pursuant to Section 92(3) is annexed in Form MGT-9(Annexure -I)
9. NUMBER OF MEETING OF BOARD OF DIRECTORS
The Board of Directors duly met 5 (five) times dated 29/05/201412/08/201401/09/201413/11/201411/02/2015 during the year in respect of which meetings propernotices were given and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose. The time gap between two consecutive meetings of theBoard did not exceed one hundred and twenty days.
10. DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act 2013 the Directors of theCompany hereby states that:
I. In the preparation of the annual accounts for the year ended 31st March 2015 theapplicable accounting standards had been followed along with proper explanation relatingto material departures.
II. The Directors had 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 at the end of the financial year and ofthe Profit and Loss of the company for that period.
III. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.
IV. The Directors had prepared the annual accounts on a Going Concern Basis.
V. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively ;and
VI. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and such system were adequate and operating effectively.
11. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review annexed to thisDirectors' Report provides a more detailed review of the operating performance. Company.However this is the requirement of Clause 49 and clause 49 is not applicable to theCompany w.e.f 01.10.2014.Company has made this disclosure on its discretion as annexed in(Annexure-II).
12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply
13. DISCLOSURE OF AN INDEPENDENT DIRECTOR
Mr. Piyush Kumar Sharma and Ms. Shalini Agrawal independent directors of the companyhave given the requisite declaration in the Board Meeting that they meet the criteria ofindependence as provided in Section 149(6) of Companies Act 2013.
14. DIRECTORS AND KEY MANAGERIAL PERSONNELAND THEIR COMPOSION :
There were changes in the Board of the company. Mr. Rohit Chowdhary was appointed asManaging Director for a period of five year w.e.f. 28th day of May 2015 Mr.Atul Srivastava was appointed as Chief Financial Officer of the Company w.e.f 28thday of May 2015 and Mr. Ajay Kacher was appointed as Company Secretary of the Companyw.e.f 28th day of May 2015 in pursuance of Section 203 of the Companies Act2013 as Key Managerial Personnel.
Mr. Piyush Kumar Sharma and Ms. Shalini Agrawal was appointed as Independent directorof the Company w.e.f. 28th day of May 2015 as per Section 149 ofthe CompaniesAct 2013
At present the composition of the board of directors are as follow :
15. AUDIT COMMITTEE AND VIGIL MECHANISM
The company has an Audit Committee of the Board in accordance with the provision ofSection 177 of the Companies Act 2013. The Audit Committee comprises of the followingDirectors:
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics & Compliance Task Force comprisingsenior executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to the Task Force or to theChairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policymay be accessed on the Company's website at the link: www.alliedherbals.in
16. POLICIES OF NOMINATION AND REMUNERATION COMMITTEE
Pursuant to Section 178(3) of the Companies Act 2013the Nomination and RemunerationCommittee constituted by the Board of Directors have laid down the following policies:
1. Criteria for nomination as Director Key Managerial Personnel and Independence of aDirector:
2. Criteria for determining Remuneration of Directors Key Managerial Personnel andSenior Management Other Employees of the Company
3. Evaluation of performance of the members of the Board Key Managerial Personnel
Composition Of Remuneration Committee
The company had neither invited nor accepted any deposits from the public within themeaning of the Companies (Acceptance of Deposits) Rules 2014.
18. REMUNERATION OF DIRECTORS
The Company has not given Remuneration to any Director of the Company. So there is norequirement to give Disclosure under Section 197(12) of the Companies Act 2013.
19. LOANS GUARANTEE AND INVESTMENT
The particulars of Loans given Investments made and Guarantee given by company underSection 186 of Companies Act 2013 is annexed as (Annexure-III ).
20. PARTICULARS OF RELATED PARTY TRANSACTION
There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. Further all the related partytransactions in terms of the Provisions of Companies Act 2013 were entered in the ordinarycourse of business during the financial year and were also at arm's length basis. Thereare no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated person which may have apotential conflict with the interest of Company at large
21. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO.
The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review. Further during the year under review the Company has neither earned norused any foreign exchange.
22. RISK MANAGEMENT
During the year your Directors have framed a Risk Management Policy and which has beenentrusted with the responsibility to assist the Board in (a) Overseeing and approving theCompany's enterprise wide risk management framework; and (b) Overseeing that all the risksthat the organization faces such as strategic financial credit market liquiditysecurity property IT legal regulatory reputational and other risks have beenidentified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks. A Group Risk Management Policy was reviewed andapproved by the Audit Committee.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems organizational structures processes standards code of conduct and behaviorstogether form the Reliance Management System (RMS) that governs how the Group conducts thebusiness of the Company and manages associated risks.
The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities. This integration is enabled byall three being fully aligned across Group wide Risk Management Internal Control andInternal Audit methodologies and processes.
23. CODE OF CONDUCT AND ETHICS
The Board of directors of the Company has adopted a Code of Conduct and Ethics for theDirectors and Senior Executives of the Company. The object of the Code is to conduct thecompanys business ethically and with responsibility integrity fairnesstransparency and honesty. The Code sets out a broad policy for ones conduct indealing with the Company fellow directors and with the environment in which the Companyoperates. The code is available on the Companys website.
24. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report
25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
26. CORPORATE GOVERNANCE
As per the circular issued by the SEBI vide circular No. CIR/CFD/POLICY CELL/7/2014dated 15th September 2014 to all the stock Exchanges regarding Corporate Governance inListed entities. The Clause 49 of the listing Agreement is applicable to the Companieshaving paid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25crore as on the last day of the previous financial year. The Company is not Covered anyof the Criterion mentioned above so it is not mandatory for the Company to Comply theProvisions of the Clause 49 of the Listing Agreement. In the preview of this CircularCompany is not required to submit Corporate Governance Report. However Company will takeadequate steps as and when necessary in compliance of Clause 49 on its discretion basis.
27. SUBSIDIARY COMPANIES
The Company has no Subsidiary Company during the FY 2014-2015 so Company is notrequired to give disclosure pursuant to Section 129(3) of the Companies Act 2013containing salient features of the financial statements of the subsidiaries/associatecompanies/joint ventures of the company.
CONSOLIDATED FINANCIAL STATEMENT
The Company has no subsidiary Company during the FY 2014-2015 so there is norequirement for Consolidation of Financial Statements as per Companies Act 2013 andAccounting Standards as applicable
28. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board has appointed M/s A.K Verma & Co Practising Company Secretary toconduct Secretarial Audit for the financial year 2014-15.Pursuant to Section 204(1) of theCompanies Act 2013.the Secretarial Audit Report for the financial year ended March312015 is annexed in Form MR-3(Annexure -IV).
M/S Agarwal Kamal Kumar & Associates. Chartered Accountants the Auditors of thecompany who hold office upto the conclusion of the ensuing AGM have shown theirunwillingness to continue as Auditors of the company. In view of this the company needs toappoint another statutory auditors and therefore the Company has sent a proposal to M/sBhuvi Kant & Associates Chartered Accountant For appointing them as Auditors for theFinancial Year ending March 312016 and holds office upto the Conclusion of the AnnualGeneral Meeting held in 2020. Wherein M/s Bhuvi Kant & Associates CharteredAccountant has confirmed their willingness and eligibility under the provision of theCompanies Act 2013 to be as statutory auditors of the Company which is subject toshareholders' approval.
30. AUDIT REPORT
The Report of the Statutory Auditor and Secretarial Auditor of the Company has theFollowing Observation and in this regard the response of Management is also mentionedbelow.
Note : Additional Disclosure Made by the Secretarial Auditor in his secretarial auditreport is as under:
31. FORMAL ANNUAL EVALUATION OF THE BOARD
A statement indicating the performance of the Board and its committee and itsindividual directors is annexed as (Annexure V).
32. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Company has not transfer any amount Transfer to Investor Education and Protection fundduring the year.
33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noemployees has drawn remuneration in excess of the limits set out in the said rules.
34. INTERNAL CONTROL SYSTEM
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
35. GREEN INITIATIVE:
During financial year we started a sustainability initiative with the aim of goinggreen and minimizing our impact on the environment like the previous years this yeartoo we are hosted Annual report on website of the company it is available on our websitewww.rajdhanileasing.com.
Electronic copies of the Annual Report 2014-15 and Notice of the 29th Annual GeneralMetering are sent to all members whose email addresses are registered with the Company /Depository Participant(s). For members who have not registered their email addressesphysical copies of the Annual Report 2015 and the Notice of the 34th Annual GeneralMeeting sent in the permitted mode. Members requiring physical copies can send a requestto the Company.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
Details relating to deposits covered under Chapter V of the Act.
Issue of equity shares with differential rights as to dividend voting orotherwise.
Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme save and except ESOS referred to in this Report.
Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration or commission from any of its subsidiaries.
No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
The Board expresses their gratitude to its all stakeholder's i.e. members customersGovernment agencies and their departments Bankers of the Company for their continuedsupport and faith. The Director places on record their sincere appreciation to all theemployees of the company for their contribution in the growth of the company.
FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on the financial year ended on 31st March2015
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration) Rules 2014
I. REGISTRATION AND OTHER DETAILS:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of thecompany :-
The Company does not have significant operations during the year and due to bad marketconditions no business was carried. The Management is hopeful to carry on the new businessof perfumery and personal care products from years to come.
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES -
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding
STATEMENT SHOWING SHAREHOLDING PATTERN
(ii) Shareholding of Promoters
(iii) Change in Promoters Shareholding
(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):
(v) Shareholding of Directors and Key Managerial Personnel:
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company is not working and it's not possible to pay any remuneration to Directorsuntil it is in working position therefore there is no remuneration paid to ManagingDirector Whole-time Directors and/or Manager:
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: