Arunjyoti Bio Ventures Ltd.
|BSE: 530881||Sector: Financials|
|NSE: N.A.||ISIN Code: INE485K01014|
|BSE LIVE 11:29 | 23 Feb||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 530881||Sector: Financials|
|NSE: N.A.||ISIN Code: INE485K01014|
|BSE LIVE 11:29 | 23 Feb||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
We have pleasure in presenting the 29th Annual Report with AuditedStatements of Accounts for the year ended 31st March 2015.
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS: [AS PER INFORMATION FROMTHE COMPANY]:
During the year under review the Company has no revenue and incurred loss of Rs.(3.61) Lakhs as against the income of Rs. 4.45 Lakhs and reported loss of Rs. (0.10) Lakhsin the previous financial year ending 31.03.2014.
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting financial position of thecompany between 31st March and the date of Boards Report.
3. CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review and the date of Boards Report there was no changein the nature of Business.
Keeping in view the financial position of the Company your Directors expressedinability to recommend dividend for the financial year 2014-15.
5. BOARD MEETINGS:
The Board of Directors duly met 6 (six) times on 30.05.2014 14.08.2014 25.08.201414.11.2014 13.02.2015 and 31.03.2015 in respect of which meetings proper notices weregiven and the proceedings were properly recorded and signed in the Minutes Book maintainedfor the purpose.
6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:
During the year Mr. A. Sreekanth Reddy Mr. C. Sarath C Kumar and Mr.Phanindranath Koganti were appointed as Additional Directors and as Executive Directors.
Now the Board proposes to appoint them as Directors of the Company.
During the year Mrs. D Vanaja Kumari was appointed as Additional Director. Now theBoard proposes to appoint her as Independent Director. Notice has been received from aMember proposing candidature of the Director namely Mrs. D Vanaja Kumari for the office ofIndependent Director of the Company. In the opinion of the Board she fulfils theconditions specified in the Companies Act 2013 and the Rules made there under forappointment as Independent Director of the Company.
Mr. P. Satyanaraya resigned w.e.f. 14.08.2015 and Y. Kondal Reddy resigned w.e.f.14.02.2015 as Directors of the Company. The Board placed on record their sincereappreciation for the valuable services rendered by them during their tenure as Directorsof the Company.
Details of re-appointment /appointment of the director:
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS INDEPENDENCE
This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.
2. Terms and References:
2.1 "Director" means a director appointed to the Board of a Company.
2.2 "Nomination and Remuneration Committee means the committee constitutedin accordance with the provisions of Section 178 of the Companies Act 2013 and clause 49of the Equity Listing Agreement.
2.3 "Independent Director"
means a director referred to in sub-section (6) of Section 149 of the CompaniesAct 2013 and Clause 49(II)(B) of the Equity Listing Agreement.
Qualifications and criteria
3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Companys operations.
3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:
General understanding of the companys business dynamics global businessand social perspective;
Educational and professional background
Standing in the profession;
Personal and professional ethics integrity and values;
Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.
3.1.3 The proposed appointee shall also fulfill the following requirements:
shall possess a Director Identification Number;
shall not b disqualified under the companies Act 2013;
shall Endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting;
shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;
shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;
Such other requirements as may be prescribed from time to time under thecompanies Act 2013 Equity listing Agreements and other relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the companysbusiness.
3.2 criteria of independence
3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.
3.2.2 The criteria of independence as laid down in companies Act 2013 and Clause 49of the Equity Listing Agreement is as below:
An independent director in relation to a company means a director other than amanaging director or a whole-time director or a nominee director-
a. Who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;
b. (i) who is or was not a promoter of the company or its holding subsidiary orassociate company;
(ii) Who is not related to promoters or directors the company its holding subsidiaryor associate company
c. Who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or director during the two immediatelypreceding financial year or during the current financial year;
d. None of whose relative has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial year or during the current finance year;
e. Who neither himself nor any of his relative
(i) Holds or has held the position of a key managerial personnel or is or has beenemployee of the or associate company in any of the three finance years immediatelypreceding the finance year in which he is proposed to be appointed;
(ii) Is or has been an employee or proprietor or a partner in any of the three financeyear immediately preceding the finance year in which he is proposed to be appointed of-
(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent or more of the grossturnover of more of the gross turnover of such firm;
(iii) holds together with his relatives two per cent or more of the total voting powerof the company; or
(iv) is a chief Executive or director by whatever name called of any non-profitorganization that receives twenty-five per cent or more of its receipt from the companyany of its promoters
directors or its holding subsidiary or associate company or that holds two per cent ormore of the total voting power of the company; or
(v) is a material supplier service provider or customer or a lessor or lessee of thecompany.
f. Shall possess appropriate skills experience and knowledge in one or more field offinance law management sales marketing administration research corporate governancetechnical operations corporate social responsibility or this disciplines related to thecompanys business.
g. Shall possess such other qualifications as may be prescribed from time to timeunder the companies Act 2013.
h. Who is not less than 21 years of age
3.2.3 The independent Director shall abide by the "code for independent Directors"as specified in Schedule IV to the companies Act 2013.
3.3 other directorships/ committee memberships
3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as director of the company. The NR Committee shall take intoaccount the nature of and the time involved in a director service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.
3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.
3.3.3 A Director shall not serve an indecent Director in more than 7 listed companiesand not more than 3 listed companies in case he is serving as a whole-time Director in anylisted company.
3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committee across all companies in which he holds directorships.
For the purpose of considering the limit of the committee Audit committee andstakeholders relationship committee of all public limited companies whether listedor not shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the companies Act 2013 shall beexcluded.
Remuneration policy for Directors key managerial personnel and other employees
1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.
2. Terms and Reference:
In this policy the following terms shall have the following meanings:
2.1 "Director" means a directors appointed to the Board of the company.
2.2 "key managerial personnel" means
(i) The Chief Executive Office or the managing director or the manager;
(ii) The Company Secretary;
(iii) The Whole-time Director;
(iv)The Chief Finance Officer; and
(v) Such other office as may be prescribed under the companies Act 2013
2.3 "Nomination and Remuneration committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act2013 andclause 49 of the Equity Listing Agreement.
3.1 Remuneration to Executive Director and key managerial personnel
3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.
3.1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the company.
3.1.3 The remuneration structure to the Executive Director and key managerial personnelshall include the following components:
(i) Basic pay
(ii) Perquisites and Allowances
(iii) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retrial benefits
(vi) Annual performance Bonus
3.1.4 The Annual plan and Objectives for Executive committee) shall be reviewed by theNR committee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.
3.2 Remuneration to Non Executive Directors
3.2.1 The Board on the recommendation of the NR Committee shall review and approvethe remuneration payable to the Non Executive Directors of the Company within the overalllimits approved by the shareholders.
3.2.2 Non Executive Directors shall be entitled to sitting fees attending the meetingsof the Board and the Committees thereof. The Non- Executive Directors shall also beentitled to profit related commission in addition to the sitting fees.
3.3. Remuneration to other employees
3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.
7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received a declaration from Mr. D Vanaja Kumari and Mr. K M AdityaVardhan Reddy Independent directors of the company to the effect that they are meetingthe criteria of independence as provided in Sub-section (6) of Section 149 of theCompanies Act 2013.
8. COMPOSITION OF AUDIT COMMITTEE:
I. The Audit Committee of the Company is constituted in line with the provisions ofClause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of theCompanies Act 2013.
II. The terms of reference of the Audit Committee include a review of thefollowing:
Overview of the Companys financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.
Recommending the appointment and removal of external auditors fixation of auditfee and also approval for payment for any other services.
Discussion with external auditors before the audit commences of the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.
Reviewing the financial statements and draft audit report including quarterly /half yearly financial information.
Reviewing with management the annual financial statements before submission tothe Board focusing on:
1. Any changes in accounting policies and practices;
2. Qualification in draft audit report;
3. Significant adjustments arising out of audit;
4. The going concern concept;
5. Compliance with accounting standards;
6. Compliance with stock exchange and legal requirements concerning financialstatements and
7. Any related party transactions
Reviewing the companys financial and risk managements policies.
Disclosure of contingent liabilities.
Reviewing with management external and internal auditors the adequacy ofinternal control systems.
Reviewing the adequacy of internal audit function including the auditcharacter the structure of the internal audit department approval of the audit plan andits execution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.
Discussion with internal auditors of any significant findings and follow-upthereon.
Reviewing the findings of any internal investigations by the internal auditorsinto the matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.
Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.
Reviewing compliances as regards the Companys Whistle Blower Policy.
III. The previous Annual General Meeting of the Company was held on 29.09.2014 andChairman of the Audit Committee attended previous AGM.
IV. The composition of the Audit Committee and the attendance of each member of theAudit Committee are given below:
The Company has complied with all the requirements of Clause 49 (II) (A) of the ListingAgreement relating to the composition of the Audit Committee. During the financial year2014-2015 (4) four meetings of the Audit Committee were held on the 30.05.201414.08.2014 14.11.2014 and 14.02.2015.
The details of the composition of the Committee and attendance of the members at themeetings are given below:
V. NOMINATION & REMUNERATION COMMITTEE
The details of composition of the Committee are given below:
NED (I): Non Executive Independent Director
ED : Executive Director
Terms of reference:
The main term of reference of the Committee is to approve the fixation/revision ofremuneration of the Managing Director/Whole Time Director of the Company and whileapproving:
To take into account the financial position of the Company trend in theindustry appointees qualification experience past performance past remunerationetc.
To bring out objectivity in determining the remuneration package while strikinga balance between the interest of the Company and the Shareholders.
VI. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Details of composition of the Committee are given below:
The Committee has been delegated with the following powers:
To redress shareholder and investor complaints relating to transfer of sharesDematerialization of Shares non-receipt of Annual Reports non-receipt of declareddividend and other allied complaints.
To approve transfer transmission and issue of duplicate / fresh sharecertificate(s)
Consolidate and sub-division of share certificates etc.
To redress approve and dispose off any other complaints transactions andrequests etc. received from any shareholder of the company and investor in general.
The Board has delegated the power to process the transfer and transmission of shares tothe Registrar and Share Transfer Agents who process share transfers within a week oflodgement in the case of shares held in physical form.
The Company has designated an exclusive e-mail ID called firstname.lastname@example.orgComplaints/grievances.
VII. RISK MANAGEMENT COMMITTEE
The Details of composition of the Committee are given below:
Role and Responsibilities of the Committee includes the following:
Framing of Risk Management Plan and Policy
Overseeing implementation of Risk Management Plan and Policy
Monitoring of Risk Management Plan and Policy
Validating the process of risk management
Validating the procedure for Risk minimisation.
Periodically reviewing and evaluating the Risk Management Policy and practiceswith respect to risk assessment and risk management processes.
Continually obtaining reasonable assurance from management that al known andemerging risks have been identified and mitigated or managed.
9. VIGIL MECHANISM:
Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. The same has been placed on the website of the Company.
10 . DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments 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;
(c) 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;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
11. STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.
12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
The Company does not have any subsidiary company.
13. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report ( ANNEXURE I)
14. STATUTORY AUDITORS:
M/s. M M Reddy & Co Statutory Auditors of the company retires at the ensuingannual general meeting and is eligible for reappointment. As required under the provisionsof Section 139 of the Companies Act 2013 the Company has received a written consent fromthe auditors to their reappointment and a certificate to the effect that theirre-appointment if made would be in accordance with the Companies Act 2013 and the rulesframed there under and that they have satisfied the criteria provided in Section 141 ofthe Companies Act 2013.
The Board recommends the re-appointment of M/s. M M Reddy & Co. as the statutoryauditors of the Company from the conclusion of this Annual General meeting till theconclusion of the next Annual General Meeting.
15. INTERNAL AUDIT:
The company has not appointed any internal auditor during the financial year 2014-15.
16. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 Secretarial audit report as provided by M/s. S. S. Reddy & AssociatesPracticing Company Secretaries is annexed to this Report as annexure.
17. QUALIFICATIONS IN AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditors Report on the Accounts for theyear ended
March 31 2015 and has noted that the same does not have any reservation qualificationor adverse remarks. However the Board decided to further strengthen the existing systemand procedures to meet all kinds of challenges and growth in the market expected in viewof the robust capital market in the coming years.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and noted that there is noCompany
Secretary Internal auditor and Chief Financial Auditor appointed during the year inthe company but the company is taking necessary measures to appoint the same at theearliest.
18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 (3) (m) of the Companies Act 1956 is providedhereunder:
A. Conservation of Energy:
Your Companys operations are not energy intensive. Adequate measures have beentaken to conserve energy wherever possible by using energy efficient computers andpurchase of energy efficient equipment.
B. Technology Absorption:
C. Foreign Exchange Earnings and Out Go:
19. DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:
Your Company has not accepted any deposits falling within the meaning of Sec. 73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review.
20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the period under review there were no significant and material orders passed bythe regulators or Courts or Tribunals impacting the going concern status and thecompanys operations in future.
21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its variouslocations commensurate with its size and operations. The organization is adequatelystaffed with qualified and experienced personnel for implementing and monitoring theinternal control environment. The internal audit function is adequately resourcedcommensurate with the operations of the Company and reports to the Audit Committee of theBoard.
The properties and assets of your Company are adequately insured.
23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given loans Guarantees or made any investments during the yearunder review.
24. CREDIT & GUARANTEE FACILITIES:
The Company has not avail facilities of Credit and Guarantee.
25. RISK MANAGEMENT POLICY:
The risk Management Committee constitutes for the purpose will ensure all requiredmeasures shall be in place for better compliance.
26. CORPORATE SOCIAL RESPONSIBILTY POLICY:
Since your Company do not have the net worth of Rs. 500 Crore or more or turnover ofRs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
27. RELATED PARTY TRANSACTIONS:
During the year the company has not entered any Contracts or Arrangements with Relatedparties referred to in Section 188(1).
28. FORMAL ANNUAL EVALUATION:
As per section 149 of the Companies Act 2013 read with clause VII (1) of the scheduleIV and rules made thereunder the independent directors of the company had a meeting on30.03.2015 without attendance of non-independent directors and members of management. Inthe meeting the following issues were taken up:
(a) Review of the performance of non-independent directors and the Board as a whole;
(b) Review of the performance of the Chairperson of the company taking into accountthe views of executive directors and non-executive directors;
(c) Assessing the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
The meeting also reviewed and evaluated the performance of non-independent directors.The meeting also reviewed and evaluated the performance the Board as whole in terms of thefollowing aspects:
Preparedness for Board/Committee meetings
Attendance at the Board/Committee meetings
Guidance on corporate strategy risk policy corporate performance andoverseeing acquisitions and disinvestments.
Monitoring the effectiveness of the companys governance practices
Ensuring a transparent board nomination process with the diversity ofexperience knowledge perspective in the Board.
Ensuring the integrity of the companys accounting and financial reportingsystems including the independent audit and that appropriate systems of control are inplace in particular systems for financial and operational control and compliance withthe law and relevant standards.
It was noted that the Board Meetings have been conducted with the issuance of propernotice and circulation of the agenda of the meeting with the relevant notes thereon.
29. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
30. RATIO OF REMUNERATION TO EACH DIRECTOR:
No Remuneration has been paid to any director of the company.
31. LISTING WITH STOCK EXCHANGES:
The equity shares of your company are listed on the BSE Ltd and Ahmedabad StockExchange Limited.
32. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth ofthe Company is less than Rs. 25 Crores Corporate Governance is Not Applicable.
33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
34. SECRETARIAL STANDARDS:
EVENT BASED DISCLOSURES
During the year under review the Company has not taken up any of the followingactivities:
35. EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 500000/- and above per month or Rs.6000000/-and above in aggregate per annum the limits prescribed under Section 134 of the CompaniesAct 2013.
36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposedduring the calendar year.
Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions and shareholders of the Company likeSEBI BSE NSE MCX NSDL CDSL HDFC Bank and SBI etc. for their continued support forthe growth of the Company.
DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OFCOMPLIANCE WITH THE CODE OF CONDUCT:
I Alluri Sreekanth Reddy Director of the Company do hereby declare that thedirectors and senior management of the Company have exercised their authority and powersand discharged their duties and functions in accordance with the requirements of the codeof conduct as prescribed by the company and have adhered to the provisions of the same.
FORM MR-3 SECRETARIAL AUDIT REPORT
(Pursuant to section 204(1) of the Companies Act 2013 and
Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules 2014
FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015
The Members of
M/s. Arunjyoti Bio ventures Limited (Formerly known as Century 21stportfolio Limited)
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Arunjyoti Bio venturesLimited (Formerly known as Century 21st Portfolio Limited) (hereinafter called"the Company"). Secretarial Audit was conducted in a manner that provided us areasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.
Based on our verification of the Companys Books Papers Minute Books Forms andReturns filed and other Records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the financial year commencing from 1st April 2014 and ended 31stMarch 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board process and compliance mechanism in place to the extent in themanner and subject to the reporting made hereinafter:
1. We have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. Arunjyoti Bio ventures Limited (Formerly known as Century 21stPortfolio Limited ("The Company") for the financial year ended on 31stMarch 2015 according to the provisions of:
i. The Companies Act 2013 (the Act) and the rules made there under for specifiedsections notified and came in to effect from 12th September 2013 and sectionsand Rules notified and came in to effect from 1st April 2014;
ii. The Securities Contracts (Regulation) Act 1956 (SCRA) and the Rulesmade there under;
iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under.
iv. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment (FDI) and Overseas Direct Investment andExternal Commercial Borrowings;
v. The Securities and Exchange Board of India Act 1992 (SEBI Act)
2. Provisions of the following Regulations and Guidelines prescribed under theSecurities and Exchange Board of India Act 1992 (SEBI Act) were not applicable to theCompany under the financial year under report except disclosures in terms of SEBI TakeoverRegulations & Insider Trading Regulations.
i. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
ii. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
iii. The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009;
iv. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
v. The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
vi. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008
vii. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
3. We have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by the Institute of Company secretaries of India underthe provisions of Companies Act 1956 and
ii. The Listing Agreements entered into by the Company with BSE Limited;
a. As per the information and explanations provided by the Company its officersagents and authorized representatives during the conduct of secretarial audit we reportthat
i. the provisions of the Foreign Exchange Management Act 1999 and the Rules andRegulations made there under to the extent of:
External Commercial Borrowings were not attracted to the company under thefinancial year under report
Foreign Direct Investment (FDI) was not attracted to the company under thefinancial year under report and
Overseas Direct Investment by Residents in Joint Venture/Wholly Owned Subsidiaryabroad was not attracted to the company under the financial year under report. ii. As perthe information and explanations provided by the company its officers agents andauthorized representatives during the conduct of Secretarial Audit we report that theCompany has not made any GDRs/ADRs or any Commercial Instrument under the financial yearunder report.
We further report that:-
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
We further report that the company has not appointed Company Secretary InternalAuditor and Chief Financial Officer (CFO) for the year 2014-15.
The Members of
M/s. Arunjyoti Bio Ventures Limited (Formerly known as Century 21stPortfolio Limited)
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the secretarial records. The verificationwas done on test basis to ensure that correct facts are reflected in secretarial records.We believe that the processes and practices we followed provide a reasonable basis forour opinion.
3. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
4. The compliance of provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
5. The secretarial Audit report is neither an assurance as to future viability of thecompany nor of the efficacy or effectiveness with which the management has conducted theaffairs of the company.