Your Directors are pleased to present their Annual Report on the Business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2018.
The financial performance of your Company for the year ended March 31 2018 issummarized below: (Rs. in Lacs)
|Particulars ||2017-2018 ||2016-2017 |
|Sales ||923.245 ||919.085 |
|Other Income ||(13.40) ||(16.46) |
|Total Income ||936.64 ||902.62 |
|Total Expenses ||929.94 ||910.51 |
|Profit/(Loss) ||6.7 ||(7.89) |
|(-) Finance Cost ||0.05 ||0.30 |
|Profit/(Loss)Before Tax ||6.65 ||(8.19) |
|Tax || || |
|(-) Current Tax ||1.20 ||4 |
|(+) Deferred Tax ||-- ||-- |
|Net Profit After Tax ||5.45 ||(12.20) |
|(-) Extraordinary Items ||0.00 ||0.00 |
|Net Profit ||5.45 ||(12.20) |
During the year under review the Company achieved a turnover of Rs. 923.245 Lacs(previous year Rs. 919.085 Lacs) the Company has made a Profit of Rs. 5.45 Lacs (previousyear there was Loss of Rs. 12.20). The profitability of the Company was more compared tolast year on account of gradual growth in the trading of various retail items.
Management Discussion and Analysis Report:
To avoid duplication between the Directors Report and the Management Discussion andAnalysis Report for the year we present below a composite summary of performance of thevarious business & functions of the Company.
Adequacy Of Internal Control:
The Company has robust internal control systems in place which are commensurate withthe size and nature of the business. The internal controls are aligned with statutoryrequirements and designed to safeguard the assets of the Company. The internal controlsystems are complemented by various Management Information System (MIS) reports coveringall areas. Increased attention is given to auto generation of MIS reports as againstmanual reports to take care of possible human errors or alteration of data. The Managementreviews and strengthens the controls periodically.
Human Resource Development
The Company recognizes the importance of Human Resource as a key asset instrumental inits growth. The Company believes in acquisition retention and betterment of talented teamplayers. With the philosophy of inclusive growth the Company has redefined itsperformance management system. The new system focuses on progression of individualemployees together with organizational goals. Under the new system increased thrust willbe on job rotation and multi-skilling.
The company recognizes the importance of human value and ensures that properencouragement both moral and financial is extended to employees to motivate them.
The Company is into single reportable segment only.
The Compliance function of the Company is responsible for independently ensuring thatoperating and business units comply with regulatory and internal guidelines. TheCompliance Department of the Company is continued to play a pivotal role in ensuringimplementation of compliance functions in accordance with the directives issued byregulators the Company's Board of Directors and the Company's Compliance Policy. TheAudit Committee of the Board reviews the performance of the Compliance Department and thestatus of compliance with regulatory/internal guidelines on a periodic basis.
New Instructions/Guidelines issued by the regulatory authorities were disseminatedacross the Company to ensure that the business and functional units operate within theboundaries set by regulators and that compliance risks are suitably monitored andmitigated in course of their activities and processes.
Investors are cautioned that this discussion contains statements that involve risks anduncertainties. Words like anticipate believe estimate intend will expect and othersimilar expressions are intended to identify "Forward Looking Statements". Thecompany assumes no responsibility to amend modify or revise any forward lookingstatements on the basis of any subsequent developments information or events.
Actual results could differ materially from those expressed or implied.
The Board of Directors does not recommend any Dividend for the year under review.
There is no change in the Share Capital for the year under review.
Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve and the balance amount of Rs. 5.45 Lacs has been carried forward to profit& loss account.
Acceptance Of Fixed Depostis:
The Company has not accepted any Fixed Deposits from general public with in the purviewof Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rule 2014 during the year under review.
Subsidiaries Joint Ventures and Associates Companies:
The Company does not have any subsidiaries joint venture & associates Company.
Particulars of Contract or Arrangement with Related Party
There is no transaction with Related Party which requires disclosure under Section134(3) (h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules2014.There being no material related party transactions as defined under Regulation 23 ofthe SEBI (LODR) Regulations 2015 there are no details to be disclosed in Form AOC 2 in that regard. The policy on materiality of related party transactions and also ondealing with related party transactions as approved by the Board may be accessed on theCompany website. All related party transactions which were entered into during the yearwere on arm's length basis and were in the ordinary course of business and did not attractprovisions of section 188 of the Companies Act 2013 and were also not material relatedparty transactions under Regulation 23 of the SEBI (LODR) Regulations 2015. There are nomaterial transactions entered into with related parties during the period under reviewwhich may have had any potential conflict with the interests of the Company. Pursuant toRegulation 26(5) of the SEBI (LODR) Regulations 2015 senior made periodical disclosuresto the Board relating to all material financial and commercial transactions where theyhad or were deemed to have had personal interest that might have been in potentialconflict with the interest of the Company & same was nil.
Loans Investment and Guarantees by the Company
There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013. Particulars ofInvestment made/loan given under section 186 of the Companies Act 2013 are provided inthe financial statement.
Internal Financial Controls
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.
Disclosures under Section 134(3) (I) of the Companies Act 2013
No material changes and commitments which could affect the Company financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.
There is no change in the Directors of the company during the year under review.
Directors Remuneration Policy
The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees. The detailed Remuneration policy is placed onthe Company's website at www.aadhaarltd.com
The audited consolidated financial statement of the Company prepared in accordance withrelevant Accounting Standards (AS) issued by the Institute of Chartered Accountants ofIndia forms part of this Annual Report. The Compliance Officer will make these documentsavailable upon receipt of a request from any member of the Company interested in obtainingthe same. These documents will also be available for inspection at the Registered Officeof your Company during working hours up to the date of the Annual General Meeting.
Number of Meeting of Board of Directors
The Board of Directors have met 7 times and Independent Directors once during the yearended 31st March 2018 in accordance with the provisions of the Companies Act2013 and rules made there under. All the Directors actively participated in the meetingsand contributed valuable inputs on the matters brought before the Board of Directors fromtime to time.
Declarations by Independent Director
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.
Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.
PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment & remunerationof Managerial Personnel) Rules 2014 requiring particulars of Employees in receipt ofremuneration in excess of Rs. 102 lacs per year to be disclosed in the Report of Board ofDirector are not applicable to the company as none of the Employees was in receipt ofremuneration in excess of Rs. 102 lacs during the financial year 2017-18.
Pursuant to the provisions of Section 139(8) and other applicable provisions if anyof the Companies Act 2013 as amended from time to time or any other law for the timebeing in force (including any statutory modification or amendment thereto or re-enactmentthereof for the time being in force) M/s. Rishi Sekhri & Associates CharteredAccountants Mumbai be and are hereby appointed as Statutory Auditors of the Company tofill the casual vacancy caused by the resignation of M/s. D P Agarwal & Co. CharteredAccountants Mumbai."
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Chirag Jain Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith and forms part ofthe Annual Report.
Reply to the qualification Remarks in Secretarial Audit Report:
a) The Company has not published notice of meeting of the board of directors wherefinancial results shall be discussed and financial results as required under Regulation47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Though the Company has not published notice for Financial Result and financial resultthe company has uploaded the same on Website of the company and also submitted to BSELimited.
b)The Company had not appointed Company Secretary during the year under review. TheCompany is in the Process of the same.
c) The Company has filed a few forms with delay fees. However all forms have been dulyfiled with ROC with due compliance. Steps are taken to avoid additional fees and maketimely submission of forms.
The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectively havebeen duly followed by the Company.
The observations and comments furnished by the Auditors in the report read togetherwith the notes to Accounts are self-explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.
Directors Responsibility Statement:
In accordance with the requirement of Section 134 of the Companies Act 2013 the Boardof Directors of the Company confirms:
i. In the preparation of the annual accounts for the financial year ended 31stMarch 2018 the applicable accounting standards have been followed alongwith properexplanation relating to material departures.
ii. 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 at the end of thefinancial year and of the profit and loss of the
Companyforthe year ended 31st March 2018.
iii. That the Directors have taken sufficient and proper 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 material fraudandother irregularities.
iv. That the Directors have prepared the Annual Accounts on a going concern basis.
v. There are no material changes & commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate & the date of the report.
vi. There are proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
vii. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
viii. 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 2017-18.
Annual Evaluation by the Board of Its Own Performance Its Committees and IndividualDirectors
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual Directors. The result of the evaluation issatisfactoryand adequate and meets the requirement of the Company. Information on themanner in which the annual evaluation has been made by the Board of its own performanceand that of its Committee and individual Directors is given in the Corporate GovernanceReport.
Details of Committee of Directors
Composition of Audit Committee of Directors Nomination and Remuneration
Committee of Directors and Stakeholders Relationship/Grievance Committee of Directorsnumber of meetings held of each Committee during the financial year 2017-18 and meetingsattended by each member of the Committee as required under the Companies Act 2013 areprovided in Corporate Governance Report and forming part of the report.
The recommendation by the Audit Committee as and when made to Board has been acceptedby it.
During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements oftheCompany and approved by the Board.The Management evaluated various risks and thatthere is no element of risk identified that may threaten the existence of theCompany.
Secretarial Audit Report
A Secretarial Audit Report for the year ended 31st March 2018 in prescribedform duly audited by the Practicing Company Secretary Chirag Jain Mumbai is annexedherewith and forming part of the report.
Extract of Annual Return
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report. (Annexure I)
Acceptance of Fixed Deposits
The Company was registered with the Reserve Bank of India as non-deposit acceptingNBFC (NBFC-ND) under section 45-IA of the RBI Act 1934. In terms of Non-Banking Financial(Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions2007 the Company is categorized as a "Systemically Important Non-Deposit takingNon-Banking Financial Company.
As per the Non-Banking Finance Companies RBI Directions 1998 the Directorshereby report that the Company has not accepted any Fixed Deposits from general publicduring the year and will also not accept public deposits without obtaining prior approvalof Reserve Bank of India. The Reserve Bank of India has cancelled registration of theCompany as NBFC on 27th September 2016. However Company has already stoppedits non banking finance activities and ventured into the other business.
As a Systemically Important Non Deposit taking Non-Banking -Finance Company yourCompany always aims to operate in compliance with applicable RBI laws and regulations andemploys its best efforts towards achieving the same till 27th September 2016.
Pursuant to the SEBI (LODR) Regulations 2015 a separate section on CorporateGovernance forms part of the Annual Report. All Board members and Senior Managementpersonnel have affirmed compliance with the Code of Conduct for the year 2017-18. Adeclaration to this effect signed by the Managing Director of the Company is contained inthis Annual Report. The Managing Director and CFO have certified to the Board with regardto the financial statements and other matters as required under Regulation 17(8) of theSEBI (LODR) Regulations 2015.
Certificate from the Statutory Auditors of the Company regarding compliance ofconditions of Corporate Governance is annexed to this Report.
Whistle Blower Mechanism
The Company has put in place Whistle Blower Mechanism. The detailed mechanism is givenin Corporate Governance Report forming part of this report.
Corporate Social Responsibility
The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.
Managing Director's Certificate
A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.
Conservation Of Energy Technology Absorptions and Foreign Exchange Earnings and Outgo
The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134 of the Companies Act 2013 is notapplicable to the Company considering the nature of its business activities. Further theCompany has not earned nor spends foreign exchange during the year under review.
Significant and Material Orders Passed By the Regulators or Courts
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.
Presentation of Financial Statements
The financial statements of the Company for the year ended 31st March 2018have been disclosed as per Schedule III to the Companies Act 2013.
A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. Disclosures asprescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) CompaniesPrudential Norms (Reserve Bank) Directions 2007 and other NBFC Regulations have been madein this Annual Report. A cash flow statement for the year 2016-2017 is attached to theBalance Sheet. Pursuant to the legislation Prevention Prohibition and Redressal ofSexual Harassment of Women at Workplace Act 2013' introduced by the Government of Indiathe Company has a policy on Prevention of Sexual Harassment at workplace. There was nocase reported during the year under review under the said policy.
Details as required under the provisions of section 197 (12) of the Companies Act 2013read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are placed on the Company's website i.e. www.aadhaarltd.com as an Annexureto the Director Report. Details as required under the provisions of section 197 (12) ofthe Companies Act 2013 read with Rule 5(2) and 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are placed on the Company's websitei.e. www.aadhaarltd.com as an Annexure to the Director Report.A physical copy of the samewill be made available to any shareholders on request. A cash flow statement for the year2017-18 is attached with the Balance-Sheet.
The Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future.
The Company thanks all of the employees for their contribution to the Company'sperformance. The Company applaud all the employees for their superior levels ofcompetence dedication and commitment to your Company.
By Order of the Board For Aadhaar Ventures India Limited Date: 27/08/2018 Place: Surat
Sd/- Veenu Chougule
Sd/- Jyoti Munver