Aroma Enterprises (India) Limited.
Your Directors present the 23rd Annual Report and Audited Accounts for theyear ended on 31st March 2017. FINANCIAL RESULTS:
Amount in Rs.
|Particulars ||31/03/2017 ||31/03/2016 |
|Total Income ||402538720.12 ||252037542.99 |
|Total Expenses ||472738382.12 ||245923544.70 |
|Profit / (Loss) Before Exceptional and Extra-ordinary Items and Tax ||(70199662) ||6113998.20 |
|Exceptional Items ||10000000 ||- |
|Profit / (Loss) Before Tax after Extra ordinary Items ||(60199662) ||6113998.20 |
|Current Tax ||(4990000) ||2410000 |
|Prior Period Tax ||56410 ||(987677.04) |
|Deferred Tax ||0 ||(198652) |
|Profit/ (Loss) After Tax ||(65246072) ||4890327.24 |
OPERATIONS/STATEMENT OF AFFAIRS:
The Company has earned total income of INR 402538720.12 as compared to INR252037542.99 in previous year. During the year the Company has incurred Net Loss of INR65246072 as compared to Net Profit of INR 4890327.24. The Board of Director of theCompany will try to Increase profit of the Company in the near future.
B. CURRENT OUTLOOK:
The Company is currently into the buying selling and trading of Cigarettes with thebrand named "One & Only" and trading and commissioning of Coal.
The Board of Directors of the Company is of the opinion that the company has incurredloss during the financial year and so is of a view not to recommend any dividend for thefinancial year 2016 - 17.
During the period under review the company has not transferred any sum to the reservefunds of the Company except for the loss occurred during the year has been transferred tothe Surpluses Head of the Reserves & Surpluses.
The paid up Equity Share capital as on 31st March 2017 of the Company isas stated below :
|Authorized Share Capital ||Rs.75000000 divided into 7500000 shares of Rs. 10 each |
|Issued Share Capital ||Rs.50000000 divided into 5000000 shares of Rs. 10 each |
|Paid Up share Capital ||Rs.49404000 divided into 4940400 shares of Rs. 10 each |
The Capital of the Company consists only Equity shares.During the period under reviewno fresh issue of securities has been made by the Company. Further Mr. Snehal Patel holds2489887 equity shares in the Company as on 31st March 2017.
The Company has not invited or accepted deposit from the public neither does have anyunpaid or unclaimed deposits along with interest during the year. Further the company hasnot made any default in repayment of deposits or payment of interest thereon as nodeposits have been invited or accepted by the Company during the year. Furthermore thereare no such deposits which are not in compliance with the requirements of Chapter V of theAct.
LISTING AT STOCK EXCHANGES:
The company is currently listed with the Bombay Stock Exchange (BSE) Limited. Furtherthe company is discontinued from listing with Ahmedabad Stock Exchange Limited due to theexit policy undertaken by the Ahmedabad Stock Exchange Limited. The details of whichfurther elaborated in the corporate governance report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
1) Conservation of Energy and Technology Absorption:
Since the Company is not engaged in any Manufacturing Activities therefore particularsregarding conservation of energy Technology up gradation are not applicable to theCompany. However the Company has made endeavour to make precautionary measures toconserve the non renewable resources and use the latest technology in its business.
2) Foreign Exchange Earnings : Nil
Foreign Exchange Outgos : INR 83185355.53/-
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The details of Loans Guarantees or Investments made by the Company pursuant to section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
PARTICULARS OF EMPLOYEES:
Pursuant to the Sub Rule (2) of the Rule 5 of the Companies (Appointment &Remuneration or Managerial Personnel) Rules 2014 read with Section 197 of the Act Noemployees had receipt of the remuneration in aggregate to Rs. 1.02 Crore per annum or Rs.8.50 lakh per month or at a rate in excess of that drawn by the Managing Director / Whole time director of Manager and holds himself or along with his spouse & dependentchildren not less than two percent of the equity shares of the Company. Further theinformation required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request.
In terms of Section 136 of the Act the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company up to the date of the ensuingAnnual General Meeting. If any Member is interested in obtaining a copy thereof suchMember may write to the Company Secretary in this regard.
As per the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thedetails of the ratio of the remuneration of each director to the median employee'sremuneration are described in the "Annexure A" to this report.
Further in pursuance to the Rule 5(2) of the Companies (Appointment and Remunerationsof Managerial Personnel) Rules 2014 the details of the employees employed throughout thefinancial year or part thereof was in receipt of remuneration in that year which in theaggregate or as the case may be at a rate which in the aggregate is in excess of thatdrawn by the Managing Director or Whole Time Directors or Manager and holds by himself oralong with his spouse and dependent children not less than two per cent of the equityshares of the company is not being feasible for the company as the company currentlypays sitting fees to the director of the company.
EQUAL OPPORTUNITY EMPLOYER:
The Company has always provided a congenial atmosphere for work to all employees thatare free from discrimination and harassment including sexual harassment. It has providedequal opportunities of employment to all without regard to their caste religion colourmarital status and sex. The Company has also framed a Policy on "Prevention of SexualHarassment" at the workplace. There were no cases reported under the said Policyduring the year.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
The Company does not fall under the criteria as mentioned in the provisions of Section135 of the Companies Act 2013 and the Companies (Corporate Social Responsibilities)Rules 2014; and hence the Company has neither developed not implemented the CorporateSocial Responsibility (CSR) Policy and the CSR Committee.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT:
With the advent of the Securities & Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("the Regulations") beingenforced with effect from December 01 2015 the requirement for the Corporate Governanceis done away with pursuant to Regulation 15(2) of the said Regulations. Hence therequirement of the Corporate Governance Report is no further required.
However to keep the company in - line with the other competitors the company hasstill continued to follow the Good Governance Practice which being in line withthe Companies Act 2013 ("the Act"). The separate report on the CorporateGovernance Report has been appended to this Annual Report.
A separate report on Management Discussion and Analysis Report as stipulated by theSecurities & Exchange Board of India (Listing Obligations & DisclosuresRequirements) Regulations 2015 (enforced with effect from December 01 2015) (earlierClause 49 of the Listing Agreement) forming part of the compliance is appended to thisAnnual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY:
In pursuance to the Companies Act 2013 the Company is duly compiled to formulate theRisk Management Policy and utmost care has been taken by the management to discover theexternal as well as internal risk affecting the company's performance.
CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:
The Company has not entered into contract or arrangements with related as defined underSection 188 of the Companies Act 2013 during the year.
Further the detail of the "Related Party Disclosures" as the Schedule V ofthe Securities & Exchange Board of India (Listing Obligations & DisclosureRequirements) Regulations 2015 is more specifically provided in notes to the FinancialStatement.
EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 isannexed herewith as "Annexure B".
SUBSIDIARIES / JOINT VENTURES / ASSOCIATES:
The Company does not have Subsidiaries neither do have any Associates nor Ventures withother body corporate during the year. Besides this there has been no such entity whichhas ceased to be the subsidiary company or associate company or any joint venture companyduring the period under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
There have been few changes in the constitution of Board of Directors of the Companyduring the financial year 2016 2017.
The Board of Directors has in their Board Meeting dated May 07 2016 considered theAppointment of Mr. Snehal Patel and Mrs. Manisha Bhatewara as the Additional Director ofthe company and the resignation of Mrs. Jalpa Patel (Non Executive Director) andMr. Miten Shah (Independent Director) from the Board of the company.
In addition there to the designation of Mr. Snehal Patel & Mrs. Manisha Bhatewarachanged to Managing Director for Mr. Snehal Patel and Independent Director for Mrs.Manisha Bhatewara respectively in the duly conducted Extra Ordinary General Meeting onMay 31 2016.
As per the provisions of the Companies Act 2013 and newly notified SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (notified w.e.f. 01stDecember 2015) the company has taken necessary steps and formed the policy on theBoard's Familiarization and Remuneration Policy to get the new Directors (including Non Executive Directors and Independent Directors) Key Managerial Personnel and SeniorManagement familiarize habituated and their acquaintance with the atmosphere and workingof the Company. The same can be found at the website of the companywww.aromaenterprises.in
All the Independent Directors have given declaration to the Company stating theirindependence pursuant to Section 149(6) of the Companies Act 2013 and there has been nochange in the circumstances which may affect their status as Independent Director duringthe year.
Key Managerial Personnel:
There has been no change in the Key Managerial Personnel (KMP) during the financialyear. However Mr. Kesava Kannan has tendered his resignation which has been approved bythe Board in its Board Meeting duly convened on May 07 2016.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to provisions of Section 134(3)(c) of the Companies Act 2013 your Directorsconfirm as under: a) That in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;
b) That have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at 31st March 2017 and the profit andloss of the company for that period;
c) That have 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;
d) That the preparation of the annual accounts is on a "going concern" basis;e) That proper internal financial controls have been followed by the Company and that suchinternal financial controls are adequate and were operating effectively;
f) That has devised proper systems to ensure compliance with the provisions of allapplicable laws and that such system been adequate and operating effectively.
MEETINGS OF BOARD AND COMMITTEES & ITS COMPOSITION:
During the financial year the Company has mainly 3 (three) Committees namely AuditCommittee Nomination & Remuneration Committee and Stakeholders RelationshipCommittee. During the period under review 9 (Nine) Board Meeting were held by the Boardof Directors to transact various business items. The detailed report on the Board ofDirectors has been provided in the Corporate Governance Report which being annexed tothis report.
Mr. Chirag Rawal Mrs. Manisha Bhatewara & Mr. Ritesh Patel compose the AuditCommittee members. The members of the Audit Committee has meet 8 (eight) times during theyear. The detailed composition and other details of the Audit Committee have been providedin the Corporate Governance Report which being annexed to this report.
Nomination & Remuneration Committee:
Mr. Chirag Rawal Mrs. Manisha Bhatewara & Mr. Snehal Patel compose the Nomination& Remuneration Committee members. The members of the Nomination & RemunerationCommittee have met 2 (twice) during the year. The detailed information has been providedin the Corporate Governance Report which being annexed to this report.
Stakeholders Relationship Committee:
Mr. Chirag Rawal Mr. Snehal Patel & Mr. Ritesh Patel compose the StakeholdersRelationship Committee members. The members of the Stakeholders Relationship Committeehave met 6 (six) times during the year. The detailed information has been provided in theCorporate Governance Report which being annexed to this report.
Independent Directors' Meeting:
The Independent Directors of the Company met during the year without the attendance ofnon Independent Directors and members of the Board. The Independent Directorsreviewed the performance of the non-independent Directors and Board as whole. Theperformance of the Chairman taking into account the views of executive Directors andnon-executive Directors and assessed the quality quantity and timeline of flow ofinformation between company management and Board.
REMUNERATION POLICY & POLICY ON BOARD'S PERFORMANCE:
Pursuant to the provisions of the Section 178 of the Companies Act 2013 theNomination & Remuneration Committee has suitable formulated the Board'sFamiliarization & Remuneration Policy for determination of the Remuneration to theBoard Members Key Managerial Personnel and other employees of the company. The policy canbe found at the website of the company www.aromaenterprises.in
The Company has devised the policy in accordance with the requirements of the CompaniesAct 2013 for the formal Evaluation of performance of the Board Committee and individualDirectors of the Company. The policy can be availed at the website of the company atwww.aromaenterprises.in
WHISTLE BLOWER &VIGIL MECHANISM:
The Company has established a "Whistle Blower and Vigil Mechanism Policy" forDirectors and employees to report the genuine concerns. The provisions of this policy arein line with the provisions of Section 177(9) of the Companies Act 2013. The detailedpolicy can be find out at the website of the company at www.aromaenterprises.in
DISCLOSURE OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:
With the advent of the new Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (enforced w.e.f. December 012015) the listed entities are required to make disclosure in the Annual Report about thedetails of share in DEMAT Suspense Account / Unclaimed Suspense Account. The details ofthe same are mentioned below:
|Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year ||NIL |
|Number of shareholders who approached listed entity for transfer of shares from suspense account during the year ||NIL |
|Number of shareholders to whom shares were transferred from suspense account during the year ||Nil |
|Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year ||Nil |
|The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares ||Not Applicable |
INTERNAL CONTROL & FINANCIAL CONTROL SYSTEMS:
The Company has an adequate system of internal control & financial controlprocedures which is commensurate with the size and nature of business. Detailed proceduralmanuals are in place to ensure that all the assets are safeguarded protected against lossand all transactions are authorized recorded and reported correctly. The internal control& financial control systems of the Company are monitored and evaluated periodically& reviewed by the Audit Committee of the Board of Directors.
M/s. Saurabh R Shah & Co. Chartered Accountants Ahmedabad had been appointed asthe Statutory Auditor of the Company for a period of 5 years subject to the ratificationby member at every Annual General Meeting and whose tenure of one year has been completedout of their tenure of 5 years and will continue for the remaining tenure of 4 years till31/03/2021. The Company has received a certificate from the above Auditors to the effectthat they are eligible for the reappointment and it would be in accordance with theprovisions of Section 141 of the Companies Act 2013.
Mrs. Shubham Agrawal Practicing Company Secretaries for the purpose of conductingSecretarial Audit of the Company. The Company has appointed Mrs. Shubham AgrawalPracticing Company Secretaries as the Secretarial Auditor of the Company. The SecretarialAudit Report from Mrs. Shubham Agrawal is appended to this report as "AnnexureC.
The Companies (Cost Records and Audit) Amendment Rules 2014 (the Rules) are notapplicable to the Company.
In pursuance to the provisions of Section 138 of the Companies Act 2013 your Companyhas already appointed M/s. Sunil Dad & Co. Chartered Accountants to conduct internalaudit of the Company.
The observations and comments if any marked in the Auditors' Report areself-explanatory and therefore do not call for any further comments.
In respect of the following observations made in the Secretarial Audit Report we wouldlike to justify the qualifications / observations as follows:
a. The Company has delayed in the Submission of Standalone Financial Results to theStock Exchange along with
Limited Review Report according to Regulation 33 of SEBI (LODR) Regulations 2015 forthe Quarter ended 30/06/2016 [Filed on 23/09/2016].
The statutory audit of the company was not completed within the time prescribed as anda consequence company was not able to finalize its accounts which resulted into delaysubmission with the Stock Exchange.
b. The Company has delayed in the Submission of Standalone Financial Results to theStock Exchange along with LRR according to Regulation 33of SEBI (LODR)Regulations 2015for the Quarter ended 30/09/2016 [Filed on 21/11/2016].
The statutory audit of the company was not completed within the time prescribed as anda consequence company was not able to finalize its accounts which resulted into delaysubmission with the Stock Exchange.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY:
There are no material orders passed by Regulators Courts or Tribunals impacting thegoing concern status and company's operations in future. However the Appeal before theCommissioner (Appeals) of Customs Ahmedabad Jurisdiction is under process in the matterof disputed customs duty matter.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT:
In pursuance to the Section 134(3)(ca) of the Companies Act 2013 ("theAct") there has been no reported frauds being detected by the Auditor of the Companyin accordance with the Section 143(12) of the Act.
Statements in the Boards' Report and the Management Discussion and Analysis describingthe Company's objectives explanations and predictions may be forward looking within themeaning of applicable securities laws and regulations. Actual results may differmaterially from those expressed in the statement. Important factors that could influencethe company's operations include: global and domestic demand and supply conditionsaffecting selling prices new capacity additions availability of critical materials andtheir cost changes in government policies and tax laws economic development of thecountry and other factors which are material to the business operations of the Company.
Your Directors place on record their appreciation and gratitude for the excellentsupport the Company has received from its workers employees customers vendors andshareholders. They also express their sincere thanks to the Bankers and various StateGovernments for the valuable support extended to the Company.
| ||For Aroma Enterprises (India) Limited |
|Date: 30.05.2017 || |
|Place: Ahmedabad || |
| ||SD/- |
| ||Mr. Snehal Patel |
| ||Chairman & MD |
| ||DIN: 03097321 |