Your Directors have pleasure in presenting the 30th Annual Report on theoperations of the Company together with the Audited Accounts for the year ended 31stMarch 2015.
1. FINANCIAL HIGHLIGHTS:
(Amount in Lacs)
|Particulars ||Year ended 31.03.2015 ||Year ended 31.03.2014 |
|Revenue from operations & other income ||364.63 ||282.98 |
|Profit before finance cost Depreciation Extraordinary items and Tax ||274.08 ||214.21 |
|Less: Finance cost ||3.79 ||0.00 |
|Less: Depreciation ||6.67 ||4.73 |
|Profit before Tax ||263.62 ||209.47 |
|Provision for Taxation/MAT Credit/Deferred Tax ||16.13 ||69.98 |
|Net Profit after Taxation ||247.48 ||139.49 |
|Balance brought forward from Previous Year ||3954.39 ||3814.90 |
|Balance Carried Forward ||4201.87 ||3954.39 |
Your Directors do not recommend any dividend for the year ended 31st March2015 with a view to conserve the resources for future.
3. STATE OF AFFAIRS OF THE COMPANY:
During the year ended 31st March 2015 your Company has earned totalrevenue aggregating to Rs.364.63 Lacs. After providing for Depreciation and Finance Costthe Company has registered a profit before tax Rs.lacs.263.62 After making provision fortax in respect of current year and MAT and deferred tax the profit after tax of Rs.247.48Lacs has been carried to the Balance sheet.
4. TRANSFER TO RESERVE:
Your Company has not transferred anything to reserve during the year under review.
5. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES:
Arkaya Commercial Private Limited is an associate of the company. During the year underreview Four Dimensions Capital Markets Private Limited Mahotsav Trading and FinancePrivate Limited and Windsor Trading and Finance Private Limited ceased to be associate ofthe company and none of the Companies have become or ceased to be Company's subsidiary andjoint ventures. Pursuant to Section 129 (3) of the Companies Act 2013 read with the Rules(5) of the Companies Act 2014 the salient feature of Financial Statement of Associates inForm AOC 1 is attached as "Annexure 1" which forms part of this
6. DIRECTORS & KEY MANAGERIAL PERSONNEL: Director
Your Company has 4 (Four) directors consisting of 2 (Two) Independent Director 2(Two)Non-Executive Director as on 31st March 2015.
In terms of the definition of 'IndependenceRs.of Directors as prescribed under Clause49 of Listing Agreement entered with the Stock Exchanges and Section 149 (6) of CompaniesAct 2013 and based on the confirmation received from the Directors the following Non -Executive Directors are Independent Directors :-
1. Shri. Ashish Mohta
2. Shri. Hatim Fakhruddin Harianawala
Familiarisation programme for Independent Directors
As per the requirement of Clause 49 of the Listing Agreement during the year underreview two programmes were conducted for familiarization of independent directors. Thedetails of such programmes can be viewed on the website of the company athttp://aronicommercials.com/polices- and-code.html.
In terms of the provision of Section 149 of the Companies Act 2013 and Clause 49 ofthe Listing
Agreement a company shall have at least one women director on the board of thecompany. Your Company has appointed Smt. Manisha Parikh on 18th December 2014.
Appointment / Resignation of Directors
Shri.V. V. Sureshkumar Director of the Company retires by rotation and being eligibleoffers himself for re-appointment at the ensuing Annual General Meeting.
Smt. Manisha Parikh was appointed as an Additional Director of the Company w.e.f 18thDecember 2014 pursuant to Section 161 of the Companies Act 2013 read with the Articlesof Association of the Company. Smt. Manisha Parikh will hold office till the ensuingAnnual General Meeting. The Company has received the notice under section 160 of CompaniesAct 2013 from the member of the company proposing her candidature for the office ofDirector of the company. Shri. Hatim Harianwala was appointed as Independent Director on13th February 2015 for a period of Five years. Shri. Bhagawati PrasadKejariwal Shri. Ritesh Zaveri and Shri. Ravi Chaturvedi have resigned from thedirectorship of the Company with effect from 11th July 2014 19thDecember 2014 and 13th February 2015 respectively. The Board placed on recordits appreciation of the enormous contribution made by them during their tenure asDirectors of the Company.
A brief profile of Directors proposed to be reappointed is given in the notes to theNotice of the ensuing Annual General Meeting.
The Company has devised a policy on directorsRs.appointment and remuneration includingcriteria for deeming qualifications independence of director and other matter providedunder sub-section (3) of section 178 which is enclosed to this report.
Appointment / Resignation of Key Managerial Personnel
Shri. Nirav Shah CEO Shri. Anoop Chaturvedi and Smt. Shreya Dhende CompanySecretary are the Key Managerial Personnel as per the provision of the Companies Act2013.
Shri. Nirav Shah was appointed as CEO of the Company with effect from 01stMay 2014 Shri. Anoop Chaturvedi is CFO of the Company since 2011. In terms ofrequirement of section 203 of the Companies Act 2013 he was re-designated as KeyManagerial Personnel with effect from 13th February 2015 Smt. Avani Jani hasresigned from the office of Company Secretary on 30th June 2015 & Smt.Shreya Dhende has been appointed as Company Secretary with effect from 27thJuly 2015.
Number of meetings of the Board
Regular meeting of the board are held to discuss and decide on various businesspolicies strategies and other business decisions.
The Board met 10 (Ten) times during the FY 2014 - 2015 viz. 28th May 201411th July 2014 26th July 2014 07th August 2014 04thSeptember 2014 30th September 2014 12th November 2014 18thDecember 2014 14th January 2015 and 13th February 2015.
Additionally several committee meetings were held during the year including AuditCommittee Nomination & Remuneration Committee Stakeholder Relationship Committee andRisk Management Committee.
Committees of the Board
The Company has several committees which has been established as a part of goodCorporate Governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws.
Company has following Committees of the Board
Nomination & Remuneration Committee
Stakeholder Relationship Committee
Risk Management Committee
7. DIRECTORSRs.RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 134 (3) (c) of the Companies Act 2013 yourDirectors states that:
that in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;
that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2015 and of the profit and loss of the Company for the year ended on that date;
that the Directors have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;
that the directors had prepared the annual accounts on a going concern basis.
that the directors have laid down internal
financial controls to be followed by the company and that such internal financialcontrols are adequate and are operating effectively and;
that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
8. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND 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 Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year201415 the Company has not received any complaints on sexual harassment and no complaintsis remain pending as on 31 March 2015.
9. CORPORATE GOVERNANCE:
Your Company has taken adequate steps to adhere to all the stipulations laid down inClause 49 of the Listing Agreement. A report on Corporate Governance is included as a partof this Annual Report. Certificate from M/s. Nishant Jawasa & Associates CompanySecretaries in practice confirming the compliance with the conditions of CorporateGovernance as stipulated under Clause 49 of the Listing Agreement is included as a part ofthis report.
10. MANGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulated inthe Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented ina separate section forming the part of the Annual Report.
M/s Lalit Mehta Associates Chartered Accountants the Statutory Auditors of theCompany retires at the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment. Your Company has received intimation to the effect that theproposed re-appointment if made would be within the prescribed limit under section 141of the Companies Act 2013 and Rules made thereunder.
The said Auditors have confirmed their willingness to accept office if re-appointed.The Board on the recommendation of the Audit Committee has proposed the re-appointment ofM/s. Lalit Mehta
Associates as Statutory Auditors of the Company to hold office from the conclusion ofthis AGM till the conclusion of next AGM at such remuneration to be decided by the Boardof Directors in consultation with the said Auditors
Members are requested to appoint auditors for the current year and to authorize theBoard to fix their remuneration.
The Notes on financial statement referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The AuditorsRs.Report does notcontain any qualification reservation or adverse remark.
12. SECRETARIAL AUDITOR:
The Board has appointed M/s Nishant Jawasa and Associates Practising CompanySecretary to conduct Secretarial Audit for the financial year 2014-2015. The SecretarialAudit Report for the financial year ended March 31 2015 is annexed to this Report as"Annexure 2". The Secretarial Audit's Report are selfexplanatory and do not callfor any further comments except that intimation required under Clause 20b of listingagreement was not intimated to the Stock Exchanges. Management was of the view that thedetails as required under Clause 20b is similar as given in the Audited results underClause 41 and was not intimated separately however we assure the compliance of the samehenceforth.
13. PUBLIC DEPOSITS:
The Company has not accepted any deposits from public.
14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
A] Conservation of Energy and Technology
i) The step taken or impacts on conversation of energy - The operation of your Companyare not energy intensive. However adequate measures have been initiated for conservationof energy.
ii) The steps taken by the Company for utilizing alternative sources of energy - thoughthe operations of the Company are not energy intensive the Company shall explorealternative sources of energy as and when necessity arises.
B] Foreign Exchange Earnings & Outgo:
|PARTICULARS ||2014-2015 ||2013-2014 |
|Foreign Exchange ||Nil ||Nil |
|Earning || || |
|Foreign Exchange ||Nil ||Nil |
|Outgo || || |
15. PARTICULARS OF EMPLOYEES:
The Company does not have any employee in receipt of remuneration equal to or exceedingthe limits prescribed under Section 197 (12) of the Companies Act 2013 read with rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
16. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GURANTEES GIVEN AND SECURITIESPROVIDED:
Details of Guarantees and Investments covered under the provisions of Section 186 ofthe Companies Act 2013 are given in the Notes to the Financial Statements. The companyhas not given any loan during the year under review.
17. EXTRACT OF ANNUAL RETURN
The details forming part of extract of the Annual Return in form MGT-9 a required undersection 92 of the Companies Act 2013 is included in this report as"Annexure-3" and forms an integral part of this Report.
18. INDEPENDENT DIRECTORSRs.DECLARATION:
Shri. Ashish Mohta and Shri. Hatim Harianwala who are independent Directors havesubmitted a declaration that each of them meets the criteria of independence as providedin Sub-Section (6) of Section 149 of the Act and revised Clause 49 of the ListingAgreement. Further there has been no change in the circumstances which may affect theirstatus as independent director during the year.
19. RISK MANAGEMENT
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Company's enterprise wide risk management framework and (b) Overseeing that all therisk that the organization faces have been identified and assessed and there is anadequate risk management infrastructure in place capable of addressing those risks. A RiskManagement Policy was reviewed and approved by the Committee. The Company manages monitorsand reports on the principal risk and uncertainties that can impact its ability to achieveits objective.
20. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed
21. WHISTLE BLOWER POLICY
The Company has a whistle Blower policy to report genuine concerns or grievances. TheWhistle Blower policy has been posted on the website of the Company(www.aronicommercials.com) or through the following linkhttp://aronicommercials.com/policy/ latest%20whistle-blower-policy.pdf
22. 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 and thesame has been annexed with this report as "Annexure 4".
23. BOARD EVALUATION
The Nomination and Remuneration Committee and the Board of Directors has laid downcriteria for performance evaluation of Directors Chairperson Board Level Committees andBoard as a whole and also the evaluation process for the same. The performances of themembers of the Board the Board level Committees and the Board as a whole were evaluatedat the meeting of the Independent Directors and the Board of the Directors held onDecember 22 2014 and December 18 2014 respectively.The Board of Directors expressedtheir satisfaction with the evaluation process.
24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Accordingly thedisclosure of Related Party Transactions as required under Section 134(3) (h) of theCompanies Act 2013 in Form AOC 2 is included in this report as "Annexure-5"
The Policy on materiality of related party transactionsand dealing with related partytransactions as approvedby the Board may be accessed on the Company's website at the link:http://www . aronicommercials.com/policy/RPT%20Policy.pdf
25. PARTICULARS OF REMUNERATION
The information required under Section 197 of the Act and the Rules made there-underin respect of the employees of the company
a) The ratio of the remuneration of each director to the median remuneration of theemployee of the company for the financial year: NA
No remuneration is been paid to the Directors of the company.
b) The percentage of increase in remuneration of each Director Chief ExecutiveOfficer Chief Financial Officer and Company Secretary if any in the financial year-
|Name of the Person ||% of increase |
|Nirav Shah (CEO) ||*NA |
|Anoop Chaturvedi (CFO) ||10.59% |
|Avani Jani (CS) ||39.39% |
* Shri. Nirav Shah has been appointed during the year therefore % of increase is notapplicable.
* Shri. Anoop Chaturvedi is a CFO of Company from 2nd August 2011 and theE-form DIR 12 with MCA has been filed on 13th February 2015.
c) The percentage increase in the median remuneration of employees in the financialyear is 13.87%
d) The number of permanent employees on the rolls of company as on 31.03.2015 are 7(Seven).
e) The explanation on the relationship between average increase in remuneration andcompany performance
On an average employees received an increase of 17.45%. The increase in remunerationis in line with the market trends. In order to ensure that remuneration reflects companyperformance the performance pay is linked to organization performance.
f) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company
|Particulars ||Rs.In lacs |
|Remuneration of Key Managerial Personnel during financial year (2014-2015) (aggregated) ||32.55 |
|Revenue from operations ||364.63 |
|Remuneration (as % of revenue) ||8.93 |
|Profit before Tax ||263.62 |
|Remuneration (a s% of PBT) ||12.35 |
g) Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the share s of the Company incomparison to the rate at which the Company came out with the last public offer in case oflisted companies and in case of unlisted companies the variations in the net worth ofthe Company as at the close of the current financial year and previous financial year.
|Particulars ||Unit ||As at 31st March 2015 ||As at 31st March 2014 ||Variation |
|Closing rate of share at BSE || ||44.45 ||19.25 ||56.80 |
|EPS || ||6.00 ||3.38 ||43.67 |
|Market Capitalization ||Rs./Lac ||1833.56 ||794.06 ||130.91 |
|Price earnings ratio ||Ratio ||7.41 ||5.69 ||30.23 |
h) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration
The average increase in salaries of employees other than managerial personnel in2014-15 was 12.68%.Percentage increase in the managerial remuneration for the year was22.65%
i) Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company (Rs.Lakhs)
|Particulars ||CEO ||CFO ||CS |
|Remuneration ||20.31 ||6.42 ||5.83 |
|Revenue ||364.63 ||364.63 ||364.63 |
|Remuneration (as% of revenue) ||5.57 ||1.76 ||1.60 |
|Profits before tax (PBT) ||263.62 ||263.62 ||263.62 |
|Remuneration (as % of PBT) ||7.70 ||2.43 ||2.21 |
j) The key parameters for any variable component of remuneration availed by thedirectors No variable component of remuneration has been availed by the directors
k) The ratio of the remuneration to the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: NA
l) Affirmation that the remuneration is as per the remuneration policy of the Company
The Company's remuneration policy is driven by the success and performance of theindividual employees and the Company. Through the compensation package the Companyendeavor to attract retain develop and motivate a high performance staff. The Companyfollows a compensation mix of fixed pay benefits and performance based variable pay.Individual performance pay is determined by business performance and the performance ofthe individuals measured through the annual appraisal process The Company affirmsremuneration is as per the remuneration policy of the company.
26. MATERIAL CHANGES AND COMMITMENTS IF ANY IN THE FINANCIAL STATEMENTS:There are nomaterial
changes or commitments which have occurred subsequent to the close of the financialyear of the Company to which the financial statements relates and the date of this Report.
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 thereview:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of share (including sweat equity shares) to employees of the Company under anyscheme.
4. The Company does not have any subsidiary and hence none of the Directors of thecompany receives any remuneration or commission from any of its subsidiaries
5. 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 take this opportunity to express their gratitude for the support andco-operation from the Investors Banks and Statutory Authorities. Your Directors expresstheir deep appreciation to the Company's employees at all levels for their unstintedefforts and valuable contributions during the year.
| ||For and on behalf of the Board of Directors |
| ||SD/- |
|Place: Mumbai ||V. V Sureshkumar |
|Dated: 12th August2015 ||chairman |
| ||DIN: 00053859 |