|BSE: N.A.||Sector: N.A.|
|NSE: N.A.||ISIN Code: N.A.|
|BSE 05:30 | 01 Jan|
|NSE 05:30 | 01 Jan|
|BSE: N.A.||Sector: N.A.|
|NSE: N.A.||ISIN Code: N.A.|
|BSE 05:30 | 01 Jan|
|NSE 05:30 | 01 Jan|
Your Directors have pleasure in presenting the 31st Annual Report on theoperations of the Company together with the Audited Accounts for the year ended 31stMarch 2016.
1. FINANCIAL HIGHLIGHTS:
Your Directors do not recommend any dividend for the year ended 31st March2016 with a view to conserve the resources for future.
3. transfer of unclaimed dividend to investor education and protection fund:
The provision of Section 125(2) of the Companies Act 2013 do not apply as there was nodividend declared and paid last year.
4. STATE OF AFFAIRS OF THE COMPANY:
Revenues - Standalone:
During the year ended 31st March 2016 your Company has earned total revenueaggregating to Rs. 1301.57Lakhs. After providing for Depreciation and Finance Cost theCompany has registered a profit before tax Rs. 1204.21Lakhs. After making provision fortax in respect of current year and MAT and deferred tax the profit after tax of Rs.1202.57 Lakhs has been carried to the Balance sheet.
Revenues - Consolidated:
The Company has consolidated the financial statement of its associate company inaccordance with Accounting Standard 23 "Accounting for Investments in Associates inConsolidated Financial Statements" by using "Equity Method."
During the year on consolidation after considering share of loss in associate profitfor the year attributable to the shareholder of the Company is 1202.53 Lakhs.
By virtue of the exemption given by MCA through the notification issued on 14thOctober 2014 the consolidated financial statement in respect of associates companies forthe financial year 2014-15 was not applicable & hence financial year 2015 - 16 beingthe first year for preparation of its consolidated financial statement therefore figuresfor the previous year have not been presented.
5. TRANSFER TO RESERVE:
Your Company has not transferred anything to reserve during the year under review.
6. NATURE OF BUSINESS OF THE COMPANY:
There has been no change in the nature of business of the Company.
7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATES:
Arkaya Commercial Private Limited is an associate of the company. None of the Companieshave become or ceased to be Company's subsidiary and joint ventures. Pursuant to Section129 (3) of the Companies Act 2013 read with the Rules (5) of the Companies AccountsRules 2014 the salient feature of Financial Statement of Associates in Form AOC 1 isattached as "Annexure 1" which forms part of this report.
Financial Highlights of Associates:
8. DIRECTORS & KEY MANAGERIAL PERSONNEL:
Your Company has 4 (Four) directors consisting of 2 (Two) Independent Director 2(Two)Non-Executive Director as on 31st March 2016.
b) Women Director
In terms of the provision of Section 149 of the Companies Act 2013 a company shallhave at least one women director on the board of the company. Your Company has appointedSmt. Manisha Parikh on 18th December 2014.
c) Appointment / Resignation of Directors
Pursuant to Section 152 of the Companies Act 2013 Smt. Manisha Parikh is due to retireat the ensuing Annual General Meeting and is eligible for reappointment.
Shri. Ashok Rupani was appointed as an Additional Independent Director of the Companyw.e.f. 11th August 2016 pursuant to Sections 149 and 152 read with Schedule IV and otherapplicable provisions if any of the Companies Act 2013 ("the Act") TheCompanies (Appointment and Qualification of Directors) Rules 2014 (including anystatutory modifications or re-enactment(s) thereof for the time being in force) read withthe Articles of Association of the Company. Shri. Ashok Rupani will hold office till theensuing Annual General Meeting. The Company has received the notice under section 160 ofCompanies Act 2013 from the member of the company proposing his candidature for theoffice of Director of the company. Shri. Ashish Mohta has resigned from the directorshipof the Company with effect from 11th August 2016. The Board placed on record hisappreciation of the enormous contribution made by him during his tenure as Director of theCompany.
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 ondirectors appointment and remuneration including criteria for deeming qualificationindependence of director and other matter provided under sub section (3) of Section 178 ofCompanies Act 2013. Such Nomination & Remuneration policy devised by the company canbe accessed on the website of the Company -http://www.aronicommercials.com/policies/NOMINATION%20AND%20 REMUNERATION%20POLICY-ACL.pdf
d) Declaration by Independent Directors
Declaration have been received from all the Independent Directors affirming that theymeet the criteria of independence as provided in sub-section (6) of Section 149 of theCompanies Act 2013.
None of the Directors of the Company are disqualified from being appointed as Directorsas specified in Section 164 of the Companies Act 2013.
e) Familiarization programme for independent Directors
As per the requirement of Regulation 25 (7) of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 during the year under review one programme was conductedfor familiarization of independent directors. The details of such programme can be viewedon the website of the company at http://www.aronicommercials.com/id/Details_of_Familiarisation_Programme_ARONI-15.12.15.pdf
f) Number of meetings of the Board
Regular meetings of the board are held to discuss and decide on various businesspolicies strategies and other business decisions.
The Board met 8 (Eight) times during the FY 2015 - 2016 viz. 27th May 2015 30th June2015 12th August 2015 05th November 2015 01st December 2015 22nd January 201610th February 2016 and 24th February 2016. Additionally several committee meetings wereheld during the year including Audit Committee Nomination & Remuneration CommitteeStakeholder Relationship Committee Committee of Independent Director and Risk ManagementCommittee.
g) 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
h) Key Managerial Personnel
Pursuant to the provision of Section 203 of the Companies Act 2013 the Key ManagerialPersonnel of the company are as follows:
1. Ms. Avani Jani resigned from the post of Company Secretary w.e.f. 30.06.2015
2. Smt. Shreya Dhende was appointed as Company Secretary & Compliance Officerw.e.f. 27.07.2015.
9. directors' responsibility statement:
Pursuant to the requirements of Section 134 (3) (c) of the Companies Act 2013 yourDirectors states that:
a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
b) 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 31st March 2016and of the profit and loss of the Company for the year ended on that date;
c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) that the directors had prepared the annual accounts on a going concern basis.
e) that 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) that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
10. DISCLOSURE AS PER SEXUAL HARASSMENT 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 year2015-16 the Company has not received any complaints on sexual harassment and no complaintis remain pending as on 31st March 2016. The policy on prevention prohibition andredressal of sexual harassment at work place can be accessed on the website of the Company- http://www.aronicommercials.com/policies/Policy%20On%20Prevention%20of%20Sexual%20Harassment.pdf
Your Company has adequately insured all its properties against the risk of accidentslike fire earthquakes etc.
12. LISTING AGREEMENT:
The Securities and Exchange Board of India (SEBI) on 2nd September 2015issued SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with theaim to consolidate and streamline the provisions of the Listing Agreement for differentsegments of capital markets to ensure better enforceability. The said regulations wereeffective from 1st December 2015.
Accordingly all the listed entities were required to enter into the Listing Agreementwithin six months of the effective date.
The company entered into Listing Agreement with BSE Ltd during February 2016.
13. CORPORATE GOVERNANCE:
Pursuant to Regulation 34 (3) V E of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 a separate Report on Corporate Governance and acertificate from M/s. Nishant Jawasa & Associates Company Secretaries in practiceconfirming the compliance with the conditions of Corporate Governance are annexed.
14. MANGEMENT'S DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 (2) (e) of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 a Management Discussion and Analysis Report is annexed tothis Report.
It is proposed to re-appoint M/s Lalit Mehta Associates Chartered Accountants theStatutory Auditors of the Company retires at the ensuing Annual General Meeting.
In terms of Section 139 of the Companies Act 2013 the members are requested to appointAuditors for the current year. The Auditors have confirmed their eligibility under Section141 of the Act and the Rules framed thereunder for reappointment as Auditors of theCompany. As required under Regulation 33 (1) (d) of SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 the Auditors have also confirmed that they holdvalid certificate issued by Peer Review Board of the Institute of Chartered Accountants ofIndia.
The Board on the recommendation of the Audit Committee has proposed the re-appointmentof M/s. Lalit Mehta Associates as Statutory Auditors of the Company to hold office fromthe conclusion of this AGM till the conclusion of next AGM at such remuneration to bedecided by the Board of Directors in consultation with the said Auditors The Notes onfinancial statement referred to in the Auditor's Report are self-explanatory and do notcall for any further comments. The Auditors' Report does not contain any qualificationreservation or adverse remark.
16. SECRETARIAL AUDITOR:
Pursuant to the provision of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Nishant Jawasa and Associates Practicing Company Secretary to undertakethe secretarial audit of the Company. Report of the Secretarial Auditor is annexed to thisReport as "Annexure 2".
17. PUBLIC DEPOSITS:
The Company has not accepted any deposits from public.
18. conservation of energy technology absorption and foreign exchange earnings andoutgo:
A] Conservation of Energy and Technology Absorption:
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 conservation of 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.
iii) The capital investment on energy conservation equipment's - NIL
B] Foreign Exchange Earnings & Outgo:
19. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED:
Details of Guarantees and Investment covered under the provision of Section 186 of theCompanies Act 2013 are given in the Notes to the Financial Statement. The company hasnot given any loan neither guarantee during the year under review.
20. EXTRACT OF ANNUAL RETURN:
The details forming part of extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 reads with the Rule 12 of the Companies(Management and Administration) Rules 2014 is included in this report as"Annexure-3" this Report.
21. RISK MANAGEMENT:
Risk Management Committee which has been entrusted with the responsibility to assistthe Board in (a) Overseeing and approving the Company's enterprise wide risk managementframework and (b) Overseeing that all the risk that the organization faces have beenidentified and assessed and there is an adequate risk management infrastructure in placecapable of addressing those risks. A Risk Management Policy was reviewed and approved bythe Committee. The Company manages monitors and reports on the principal risk anduncertainties that can impact its ability to achieve its objective.
22. INTERNAL FINANCIAL CONTROLS:
The Company has a proper and adequate system of internal control to ensure that allassets are safeguarded and protected against loss from unauthorized use andthe dispositionand transactions are authorized recorded and reported correctly.
Internal control systems are supplemented by internal audit review coupled withguidelines and procedures updated from time to time by the management. During the yearsuch controls were tested and no reportable material weakness in the design or operationwere observed.
Report on the Internal Financial Controls under clause (i) of Sub-section 3 of Section143 of the Companies Act2013 ("the Act") forms part of this Annual Report asAnnexure-A to the Auditors Report.
23. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has a whistle Blower policy to report genuine concerns or grievances. TheWhistle Blower policy has been posted on the website of the Companyhttp://www.aronicommercials.com/policies/latest%20whistle-blower-policy. pdf .
24. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee comprises of Shri. Hatim HarianawalaChairman Shri. Ashok Rupani and Shri.V. V. Sureshkumar members. The Committee has laiddown the Company's Policy on Directors appointment and remuneration including criteriafor determining qualifications positive attribute independence of a Director and otherrelated matters.
Pursuant to Section 134 (3) (e) and Section 178 of the Companies Act 2013 theCompany's policy on Directors appointment and remuneration has been posted on the websiteof the Company http://www.aronicommercials.com/policies/NOMINATION%20AND%20REMUNERATION%20POLICY-ACL.pdf.
25. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 the Board based onrecommendations of the Nomination and Remuneration Committee has carried out an annualperformance evaluation of its own performance and that of its statutory committees viz.Audit Committee Stakeholders Relationship Committee Nomination and RemunerationCommittee and that of the individual Directors. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.
The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the Industry inwhich the Company operates business model of the Company and related matters andfamiliarization programmes attended by Independent Directors are put up on the website ofthe Companyhttp://www.aronicommercials.com/id/Details_of_Familiarisation_Programme_ARONI-15.12.15.pdf.
26. 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-4"
The Policy on materiality of related party transactionsand dealing with related partytransactions as approvedby the Board may be accessed on the Company's websiteathttp://www.aronicommercials.com/policies/RPT%20Policy.pdf
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All such policies which areapplicable to the company are available on our website(http://www.aronicommercials.com/Policies-Code.asp). The policies are reviewed by the Board andupdated based on need and new compliance requirements.
The policies adopted by the company along with their web links are as follows:
28. MATERIAL CHANGES AND COMMITMENTS:
The material changes and commitment affecting the financial position of the Companywhich have occurred between the end of the financial year of the Company to which thefinancial statements relate and the date of the Report are as follows:
Voluntary Delisting of Shares:
The Company has voluntarily delisted its shares from The Calcutta Stock Exchange ofIndia Limited with effect from 16th March 2016.
Scheme of Amalgamation:
The Company has passed the resolution on 9th April 2016 for approving thescheme of amalgamation of Aroni Commercials Limited with Saraswati Commercial (India)Limited with effect from 1st April 2015. Company has received no observationletter from BSE on 13th July 2016 regarding the Scheme of Amalgamation.Company is in the process of making an application with Hon'ble Bombay High Court forsummon for direction.
Corporate Social Responsibility
On 31st March 2016 the Net Profit of the company was more than Rs. 5 crores (Fivecrores) i.e. Rs. 120256955. Therefore pursuant to Section 135 of the Companies Act2013 the Board is in the process of forming Corporate Social Responsibility (CSR)Committee consisting of three Directors out of which one will be Independent Director. Thecompany will take initiatives for the CSR activities in the year 2016-2017.
29. PARTICULARS OF EMPLOYEES:
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 or Manager if any in the financial year-
1. Ms. Avani Jani resigned from the post of Company Secretary w.e.f. 30.06.2015
2. Smt. Shreya Dhende was appointed as a Company Secretary & Compliance Officerw.e.f. 27.07.2015.
c) The percentage increase in the median remuneration of employees in the financialyear is 40.55%.
d) The number of permanent employees on the rolls of company as on 31.03.2016 are 6(Six).
e) 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 14.76%. Percentage increase in the managerial remuneration for the year was11.95%.
(Note: Figures are calculated based on salary of employees who have worked with thecompany through out the two financial year)
f) 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.
j) Details Pertaining to remuneration as required under Section 197 (12) of theCompanies Act 2013 readwith Rule 5(2) and (3) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules2014 and forming part of the directors reportfor the year ended 31st March 2016.
As required under Rule 5 (2) none of the employees were in receipt of remuneration ofnot less than 1 Crore and 2 Lakh rupees p.a. or employed for a part of the financial yearwere in receipt of remuneration of not less than 8 Lakh and Fifty Thousand p.m.
Details of top ten employees in terms of remuneration drawn as per Rule 5 (2) are asfollows:
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. Company does not have any subsidiary and hence none of the Directors of the companyreceives 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.