BOARD'S REPORT & MANAGEMENT DISCUSSION AND ANALYSIS
To the members
The directors submit annual report of Asia Pack Limited (the "Company" or"APL") along with the audited financial statements for the financial year (FY)ended March 31 2016. Consolidated performance of the Company and its subsidiaries hasbeen referred to wherever required. The Management Discussion and Analysis is alsoincluded in this Report.
1. CORPORATE OVERVIEW:
Asia Pack Limited ("Your Company") is a well known name in packaging andpaper industry with interests in real estate sector. The Company has its registeredoffice at 3rd Floor Miraj House Udaipur Rajasthan India PIN 313001.
2. ECONOMIC SCENARIO AND OUTLOOK / DEVELOPMENTS/OVERVIEW OF THE ECONOMY:
The world economy stumbled in 2015 amid weak aggregate demand falling commodityprices and increasing financial market volatility in major economies. The world economy isprojected to grow by 2.9 percent in 2016 and 3.2 percent in 2017 supported by generallyless restrictive fiscal and still accommodative monetary stances worldwide.
With a much anticipated slowdown in China and persistently weak economic performancesin other large developing and transition economiesnotably Brazil and the RussianFederationthe developed economies are expected to contribute more to global growthin the near term provided they manage to mitigate deflationary risks and stimulateinvestment and aggregate demand.
The Reserve Bank of India in its first monetary policy statement of 2016-17 has statedthat growth rate for 2016-17 shall be 7.6%. The reduction in small savings rates announcedin March 2016 the substantial refinements in the liquidity management framework and theintroduction of the marginal cost of funds based lending rate (MCLR) should improvetransmission and magnify the effects of the current policy rate cut. The stance ofmonetary policy will remain accommodative. The current emphasis on Make in India'investments in accelerating development of transport infrastructure pro-reform approachand efforts at fiscal rationalization are all positive indicators and your Company isoptimistic that the economy will pick up with a lag. The fundamentals of the Indianeconomy continue to be good and there is sufficient reason to believe in the growthpotential. However execution of the reforms agenda and being able to restart theinvestment cycle will have a major bearing on India's economic performance.
3. SEGMENTWISE OR PRODUCT-WISE PERFORMANCE / DISCUSSION ON FINANCIALPERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE / RESULTS OF OPERATIONS AND THE STATEOF COMPANY'S AFFAIRS:
During the year under review the business activities of the company were limited tothe trading of paper and paper products and other income.
On standalone basis in spite of adverse market condition your company has generatedtotal revenue to the tune of Rs. 3249.82 Lacs in compare to previous year Rs. 1669.88 Lacsfrom operations including other income. Company has managed to earn a net profit of Rs.48.79 Lacs during the financial year under review compared to losses of Rs. 1.53 Lacs inprevious financial year.
On unconsolidated basis company generated revenue from operations for FY 2015-16 wasRs. 3249.82 Lacs and managed to earn a net profit of Rs. 48.79 Lacs.
Rs. in Lacs except per share data
|Particulars ||Standalone ||Consolidated |
| ||2015-16 ||2014-15 ||2015-16 |
|Total Revenue ||3249.82 ||1669.88 ||3249.82 |
|Total Expenditure ||3201.03 ||1689.38 ||3201.03 |
|Profit/(Loss) before Tax Exceptional and Extraordinary Items ||48.79 ||(19.50) ||48.79 |
|Exceptional and Extraordinary Items ||- ||21.03 ||- |
|Profit/(Loss)before Tax ||48.79 ||1.53 ||48.79 |
|Taxes ||- ||- ||- |
|Profit/(Loss) carried to Balance Sheet ||48.79 ||1.53 ||48.79 |
|Earnings per share ||1.85 ||0.06 ||1.85 |
4. CHANGE IN THE NATURE OF BUSINESS:
There is no change in nature of business of the Company during the year under review.
5. DIVIDEND AND RESERVES:
Company has not recommended any dividend during the year under review nor transferredany amount to General Reserve.
6. SHARE CAPITAL:
The paid up Equity Share Capital as at March 31 2016 stood at Rs. 2.73 crore. Duringthe year under review the Company has not issued shares with differential voting rightsnor has granted any stock options or sweat equity. As on March 31 2016 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.
7. PAPER INDUSTRY OUTLOOK RISKS OPPORTUNITIES AND THREATS:
The paper industry in India has become more promising as the domestic demand is on therise. Increasing population and literacy rate improvement in manufacturing sector andlifestyle of individuals are expected to account for the growth in the paper industry ofIndia.
The paper industry in India is growing in a rapid speed with demand increment andopportunity creation and attraction to the international players. The forecasted demand ofIndian paper is 10 million tons and 33 percent of this demand is for P&W papers. Eventhough India has covered 15% of population in world the paper consumption levels standsat very low which is 3 to 5 percent. The leading global paper manufacturers are gainingnearly 5% on average and it stands at 8% approximately among Asia. However for Indianmarket it is 12% or above which sounds very lucrative for Indian paper industry. Thereshould be impact on the printing paper industry in India which is significant butunfortunately in India it is less.
The key challenges to be met is market conditions which are poor and technologyobsolete lacking ability in achieving economy scale and lack of skilled labor. Enabling aoverall management and the holistic change which can incorporate a better standards forthe organizational efficiency.
8. HUMAN RESOURCES
It is your company's belief that people are at the heart of corporate & constitutethe primary source of sustainable competitive advantage. The trust of your company's humanresource development efforts therefore is to create a responsive and market drivenorganization. Your company continues its focus on strengthening competitiveness in all itsbusiness. Your directors look forward to the future with confidence.
The company has followed a conscious policy of providing training to Management Staffthrough in-house and external programme for upgrading personal and technical skills inrelevant areas of functional disciplines.
Industrial relations remained cordial and harmonious during the year under review. Atthe close of the year the company had 8 permanent employees as against 3 in the previousyear.
9. FINANCE AND ACCOUNTS:
Your Company prepares its financial statements in compliance with the requirements ofthe Companies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India.The financial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs profits and cash flows for the year ended March31 2016. A Cash Flow Statement for the year 2015-16 is included in the annexed Statementof Accounts.
10. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
There were no subsidiaries joint ventures and associate companies at the beginning ofthe year under review. One (1) company was became and ceased to be an associate companyduring the year under review. As on 31st March 2016 we have one (1) whollyowned subsidiary namely Rhyah Tradex Private Limited and there are no associate companiesor joint venture companies within the meaning of section 2(6) of the Companies Act 2013("Act"). There has been no material change in the nature of the business of thesubsidiaries.
During the year the Board of Directors ("the Board") reviewed the affairs ofthe subsidiary. In accordance with section 129(3) of the Companies Act 2013 we haveprepared consolidated financial statements of the Company which forms part of this AnnualReport. Further a statement containing salient features of the financial statements ofour subsidiary in prescribed format AOC-1 is appended as Annexure - A to thisreport.
In accordance with section 136 of the Companies Act 2013 the audited financialstatements of the Company including consolidated financial statements and relatedinformation of the Company and audited accounts in respect of subsidiary are available onthe website of the Company viz. www.asiapackltd.com. These documents will also beavailable for inspection during business hours at out registered office in Udaipur India.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet. Further Company has not received any money from the Director(s) during theyear under review.
12. CORPORATE GOVERNANCE REPORT AND CERTIFICATE:
As required under Regulation 34 (3) read with Schedule V (C) of the Listing Regulationsa report on Corporate Governance and the certificate as required under Schedule V (E) ofthe Listing Regulations from M/s Jain Nilesh and Company Statutory Auditors of theCompany regarding compliance of conditions of Corporate Governance are attached whichforms part of this report.
13. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Companies Act 2013 and Rules framedthereunder an extract of Annual Return as on 31 March 2015 in the prescribed Form No.MGT-9 is annexed to this Report as Annexure - B which forms part of this report.
14. DIRECTORS & COMMITTEES:
Pursuant to the provisions of section 149 of the Companies Act 2013 Mr. Kulbir SinghPasricha (DIN 06767577) and Mr. Sunil Upadhayay (DIN 06767593) were appointed asindependent directors at the annual general meeting of the Company held on 30thSeptember 2014 and Mrs. Prabhjeet Kaur (DIN 07136767) was appointed as independentdirectors at the annual general meeting of the Company held on 30th September2015. They have submitted a declaration that each of them meets the criteria ofindependence as provided in section 149(6) of the Act and there has been no change in thecircumstances which may affect their status as independent director during the year.
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. PrakashChandra Purohit retires by rotation and being eligible has offered himself forre-appointment at the forthcoming Annual General Meeting.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
a. Key Managerial Personnel:
Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company are - Mr. Jitender Purohit Chief Executive Officer (CEO) Mr. Mr. RevantPurbia Chief Financial Officer (CFO) and Mr. Ashok Ranjan Mishra Company Secretary (CS).There has been no change in the key managerial personnel during the year.
Four meeting of the board were held during the year under review. For details of themeetings of the board please refer to the corporate governance report which forms partof this report. The provisions of Companies Act 2013 Secretarial Standard and listingagreement were adhered to while considering the time gap between two meetings.
c. Board Evaluation:
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
d. Audit Committee:
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
e. Nomination And Remuneration Committee:
The details pertaining to composition of nomination and remuneration committee areincluded in the Corporate Governance Report which forms part of this report.
f. Policy on directors' appointment and remuneration (Remuneration And NominationPolicy ) and other details:
The Company's policy on directors' appointment and remuneration and other mattersprovided in section 178(3) of the Companies Act 2013 has been disclosed in the corporategovernance report which forms part of this report.
g. Stakeholders Relationship Committee:
The details pertaining to composition of stakeholders relationship committee areincluded in the Corporate Governance Report which forms part of this report.
h. Vigil Mechanism / Whistle Blower Policy:
The Company has established a vigil mechanism / whistle blower policy and overseasthrough the committee the genuine concerns or grievances expressed by the employees andother Directors. The Company has also provided adequate safeguards against victimizationof employees and Directors who express their concerns. The Company has also provideddirect access to the chairman of the Audit Committee on reporting issues concerning theinterests of the employees and the Company. The Whistle Blower policy has been posted onthe website of the Company viz. http://asiapackltd.com/images/media/media0921700105.pdf
15. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statement in terms of Section 134(3)(c) of theCompanies Act 2013. Your Directors state that:
(a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
(b) the Directors have 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 as at March 31 2016 and of the profit ofthe Company for the year ended on that date;
(c) the directors 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) the directors have prepared the annual accounts on a going concern basis;
(e) 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) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2015-16.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY:
The particulars of loans guarantees and investments covered under the provisions ofsection 186 of the Companies Act 2013 are given in the notes to Financial Statements.
17. RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business. All Related Party Transactions areplaced before the Audit Committee and also to the Board for approval. Omnibus approval wasobtained for transactions which are of repetitive nature.
Transactions entered into pursuant to omnibus approval are reviewed by the AuditCommittee and a statement giving details of all Related Party Transactions are placedbefore the Audit Committee and Board for review and approval. The policy on Related PartyTransactions as approved by the Board of Directors has been uploaded on the website of theCompany. None of the Directors has any pecuniary relationship or transactions vis--visthe Company. Particular of Contracts or Arrangements with Related parties referred to inSection 188 (1) in Form AOC- 2 is enclosed to this report in Annexure - C and thesame forms part of this report.
a. STATUTORY AUDITORS:
M/s. Vinod Singhal & Co. Chartered Accountants (Firm Registration No. 005826C)Jaipur is proposed/recommended to be appointed as Statutory Auditors of the Company bythe Board after considering recommendations of the Audit Committee to fill the casualvacancy caused due to the resignation of M/s Jain Nilesh and Company CharteredAccountants (Firm Registration No. 018943C) Udaipur from the conclusion of this 31stAnnual General Meeting for a term of one year until the conclusion of 32ndAnnual General Meeting of the Company.
Consent and certificate from them has been received to the effect that theirappointment as Statutory Auditors of the Company if made by the members at ensuing AnnualGeneral Meeting would be according to the terms and conditions prescribed under Section139 of the Act and Rules framed thereunder.
A resolution seeking their appointment forms part of the notice convening the 31stAnnual General Meeting and the same is recommended for your consideration and approval.
b. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s. B. L. Harawat & Associates a firm ofCompany Secretaries in Practice (Membership No. 6098) to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is included as Annexure - D and formsan integral part of this Report.
c. INTERNAL AUDITORS:
Mr. Abhishek Gelra Proprietor of M/s. Abhishek Gelra & Associates CharteredAccountants Rajsamand (Firm Registration No. 021265C) a qualified Chartered Accountantperforms the duties of internal auditors of the company and his report is reviewed by theaudit committee from time to time.
19. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
There were no qualifications reservations or adverse remarks made either by theAuditors or by the Practicing Company Secretary in their respective reports. Observationsmade in the Auditor's Report are self-explanatory and therefore do not call for anyfurther comments under Section 134(1) of the Companies Act 2013.
20. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which these financial statements relateon the date of this report.
21. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
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 was observed.
M/s Jain Nilesh and Company the statutory auditors of APL has audited the financialstatements included in this annual report and has issued an attestation report on ourinternal control over financial reporting (as defined in section 143 of Companies Act2013).
The internal and operational audit is entrusted to Mr. Abhishek Gelra a qualifiedChartered Accountant. The main thrust of internal audit is to test and review controlsappraisal of risks and business processes besides benchmarking controls with bestpractices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Audit Committee of the Board of Directors Statutory Auditors and the BusinessHeads are periodically apprised of the internal audit findings and corrective actionstaken if any. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board to maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
Based on its evaluation (as defined in section 177 of Companies Act 2013 and Clause 18of SEBI Regulations 2015) our audit committee has concluded that as of March 31 2016our internal financial controls were adequate and operating effectively.
22. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY / RISKS AND CONCERNS:
The Board formally adopted steps for framing implementing and monitoring the riskmanagement plan for the company through Audit Committee. The main objective of this policyis to ensure sustainable business growth with stability and to promote a pro-activeapproach in reporting evaluating and resolving risks associated with the business. Inorder to achieve the key objective the policy establishes a structured and disciplinedapproach to Risk Management in order to guide decisions on risk related issues. Intoday's challenging and competitive environment strategies for mitigating inherent risksin accomplishing the growth plans of the Company are imperative. The common risks interalia are: Regulations competition Business risk Technology obsolescence Investmentsretention of talent and expansion of facilities.
Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk. As a matter of policy these risks are assessed and steps as appropriateare taken to mitigate the same.
23. REPORTING OF FRAUDS:
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and /or Board under Section 143(12) ofthe Act and Rules framed thereunder.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The provisions of Section 134 (3) (m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.
25. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
26. PARTICULARS OF EMPLOYEES:
The information 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 is given separately as Annexure - E and forms an integral part ofthis Report.
None of the employees listed in the said Annexure is a relative of any Director of theCompany. None of the employees hold (by himself or along with his spouse and dependentchildren) more than two percent of the equity shares of the Company.
27. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. As requiredunder law an Internal Compliance Committee has been constituted for reporting andconducting inquiry in to the complaints made by the victim on the harassments at the workplace. All employees (permanent contractual temporary trainees) are covered under thispolicy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16.
No of complaints received : NIL
No of complaints disposed off : Not Applicable
28. LISTING AGREEMENTS:
Your Company has entered into new Listing Agreements with BSE Limited in compliancewith Regulation 109 of Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2009 as amended by SEBI.
29. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Reporting as required by regulation 34 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is not applicable to yourCompany for the financial year ending March 31 2016.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
31. CAUTIONARY STATEMENT:
Statements in this Directors' Report & Management Discussion and Analysisdescribing the Company's objectives projections estimates expectations or predictionsmay be forward-looking statements within the meaning of applicable securities laws andregulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprinciple markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactors.
Your Company has completed 31 eventful years of its existence in this Country. Very fewbrands continue to remain relevant and become iconic over such a long passage of time.Your Directors are proud of this rich heritage and thank all our stakeholders who havecontributed to the success of your Company.
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels. Your Directors also wish to thank its customers dealersagents suppliers investors and bankers for their continued support and faith reposed inthe Company.
| || ||By Order of the Board of Directors |
| || ||For Asia Pack Limited |
| ||Sd/- ||Sd/- |
| ||Prakash Chandra Purohit ||Revant Purbia |
|Date: 12th July 2016 ||Director ||Director |
|Place: Nathdwara ||DIN : 01383197 ||DIN : 02423236 |
Annexure - A to Directors' Report
[Pursuant to first proviso to sub-section (3) of section 129 of the Companies Act2013 read with rule 5 of Companies (Accounts) Rules 2014]
Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures
Part "A": Subsidiaries
Amount In Rupees except % of Shareholding
|Particulars ||Details |
|Sl. No. ||1 |
|Name of the subsidiary ||Rhyah Tradex Private Limited |
|Reporting period for the subsidiary concerned if different from the holding company's reporting period ||- |
| ||- |
|Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries || |
|Share capital ||100000/- |
|Reserves & surplus ||(25964/-) |
|Total assets ||892545/- |
|Total Liabilities ||818509/- |
|Investments ||- |
|Turnover ||- |
|Profit before taxation ||(8601/-) |
|Provision for taxation ||- |
|Profit after taxation ||(8601/-) |
|Proposed Dividend ||- |
|% of shareholding of holding company ||100 |
1. Names of subsidiaries which are yet to commence operations: Rhyah Tradex PrivateLimited has not commenced its operation till date.
2. Names of subsidiaries which have been liquidated or sold during the year: N.A.
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures
Name of associates/Joint Ventures
1. Latest audited Balance Sheet Date
2. Shares of Associate/Joint Ventures held by the company on the year end
Amount of Investment in Associates/Joint Venture
Extend of Holding%
3. Description of how there is significant influence
4. Reason why the associate/joint venture is not consolidated
5. Net worth attributable to shareholding as per latest audited Balance Sheet
6. Profit/Loss for the year
i. Considered in Consolidation
ii. Not Considered in Consolidation
1. Names of associates or joint ventures which are yet to commence operations: N. A.
2. Names of associates or joint ventures which have been liquidated or sold during theyear: Rapid Fire Multitrading Private Limited
Note: This Form is to be certified in the same manner in which the Balance Sheet isto be certified.
Form No. AOC - 2
[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014]
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in subsection (1) of section 188 of the CompaniesAct 2013 including certain arms length transactions under third proviso thereto
(1) Details of contracts or arrangements or transactions not at arm's length basis
|a. Name(s) of the related party and nature of relationship ||Not Applicable |
|b. Nature of contracts/arrangements/transactions ||- |
|c. Duration of the contracts / arrangements/transactions ||- |
|d. Salient terms of the contracts or arrangements or transactions including the value if any ||- |
|e. Justification for entering into such contracts or arrangements or transactions ||- |
|f. Date(s) of approval by the Board ||- |
|g. Amount paid as advances if any ||- |
|h. Date on which the special resolution was passed in general meeting as required under first proviso to section 188 ||- |
(2) Details of material contracts or arrangement or transactions at arm's length basis
|a. Name(s) of the related party and nature of relationship ||1. Madan Paliwal (Miraj) Family Foundation |
| ||2. Madan Lal Paliwal |
| ||3. Miraj Tradecom Private Limited |
| ||4. Miraj Business Development Private Limited |
| ||5. Aacharan Enterprises Private Limited |
| ||(All the aforementioned entities are related parties due to Control exists through common directorship and/or substantial ownership etc) |
|b. Nature of contracts / arrangements / transactions ||> Lease / Office Rent: |
| ||1. Madan Paliwal (Miraj) Family Foundation |
| ||2. Madan Lal Paliwal |
| ||> Sale/Purchase/supply of goods or materials |
| ||1. Miraj Tradecom Private Limited |
| ||2. Aacharan Enterprises Private Limited |
| ||> Inter-Corporate Loan and Investments including interest etc. |
| ||1. Aacharan Enterprises Private Limited |
| ||> Sale/Purchase/supply of goods or materials or availing or rendering of any services etc. |
| ||1. Miraj Business Development Private Limited |
| ||2. Madan Lal Paliwal |
|c. Duration of the contracts / arrangements / transactions ||Till 31st March 2018 except lease agreement with Madan Paliwal (Miraj) Family Foundation which expire on 31st July 2016 |
|d. Salient terms of the contracts or arrangements or transactions including the value if any ||All transaction will be entered into by the Company with its related parties in its ordinary course of business on arm's length basis. |
|e. Date(s) of approval by the Board if any ||10th April 2014 |
|f. Amount paid as advances if any ||Nil |
1. Appropriate approvals have been taken for related party transactions. Advances paidhave been adjusted against bills wherever applicable.
2. The above disclosures on material transactions are based on the principles thattransactions with wholly owned subsidiaries are exempt for purpose of section 188 (1) ofthe Companies Act 2013.