Aadi Industries Limited
Your Directors present the 21st Annual Report of the Company together withthe Audited Statement of Accounts for the year ended 31st March 2017.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial Results
The Company's performance during the year ended 31st March 2017 as comparedto the previous financial year is summarized below:
| || ||(In Rs.) |
|Particulars ||2016-17 ||2015-16 |
|Gross Income ||- ||- |
|Total Expenditure ||1477550 ||6841368 |
|Net Profit/Loss before Exceptional prior period Items & Tax ||(1477550) ||(6841368) |
|Tax Expense (Current Tax + || |
|Deferred Tax+Short Provision for Tax during earlier years) || || |
|Net Profit/Loss After Tax ||- ||(15443147) |
The Company is in the business of trading and manufacturing of plastic and plasticproducts.
There was no change in nature of the business of the Company during the year underreview.
During the year under review the Company has not carried out any activities.
c. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
During the year under review your Company did not have any subsidiary associate andjoint venture company.
Considering the loss incurred in the current financial year and accumulated lossesyour directors do not to recommend any dividend for the financial year under review.
e. TRANSFER TO RESERVES:
In view of loss incurred during the year under review the Board of Directors has notrecommended transfer of any amount to reserves.
f. REVISION OF FINANCIAL STATEMENT:
There was no revision of the financial statements for the year under review.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Act is not applicable.
h. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.
i. DISCLOSURE OF 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 observation has been received from the Auditors of the Company for inefficiency orinadequacy of such controls.
j. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The Company has not entered into any transactions/contracts/arrangements by the Companywith related party(ies) as defined under the provisions of Section 2(76) of the CompaniesAct 2013 during the financial year.
k. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:
The Company has not given any loans guarantees or made investments or providedsecurities during the financial year.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Act none of the Independent Directors isliable to retire by rotation.
As per the provisions of Section 152 of the Companies Act 2013 Mr. Rushabh Shahretires by rotation at the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment. Your Directors recommend their approval.
b. DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received and taken on record the declarations received from both theIndependent Directors under Section 149(6) of the Companies Act 2013 confirming theirindependence vis-a-vis the Company.
3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES
a. BOARD MEETINGS:
The Board of Directors met Five times during the financial year ended 31stMarch 2017 in accordance with the provisions of the Companies Act 2013 and rules madethereunder.
b. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2017 theBoard of Directors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2017 and of the loss of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively.
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
c. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act.
The composition of the committee is as under:
1. Ms. Kavita Suresh Jamsutkar Chairman
2. Mr. Sadanand Purushottam Kotnis Director and
3. Mr. Rushabh Shah Director
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.
Major criteria defined in the policy framed for appointment of and payment ofremuneration to the Directors of the Company are as under:
I Selection of Directors And Key Managerial Personnel
In case of Executive Directors and Key Managerial Personnel the selection can be madein either of the ways given below:
a) by way of recruitment from outside;
b) from within the Company hierarchy; or
c) Upon recommendation by the Chairman or other Directors.
The appointment may be made either to fill up a vacancy caused by retirementresignation death or removal of an existing Executive Director or it may be a freshappointment.
In case of Non-Executive Directors the selection can be made in either of the waysgiven below:
a) By way of selection from the data bank of Independent Directors maintained by theGovernment.
b) Upon recommendation by Chairman or other Directors.
II Qualifications Experience And Positive Attributes Of Directors
a) While appointing a Director it shall always be ensured that the candidate possessesappropriate skills experience and knowledge in one or more fields of finance lawmanagement sales marketing administration research corporate governance technicaloperations or other disciplines related to the Company's business.
b) In case of appointment as an Executive Director the candidate must have therelevant technical or professional qualifications and experience as are considerednecessary based on the job description of the position. In case no specific qualificationor experience is prescribed or thought necessary for the position then while recommendingthe appointment the job description to the Committee shall be provided and along withjustifications that the qualifications experience and expertise of the recommendedcandidate are satisfactory for the relevant appointment.
c) The Board while making the appointment of a Director shall also try to assess fromthe information available and from the interaction with the candidate that he is a fairachiever in his chosen field and that he is a person with integrity diligence and openmind.
III Board Diversity and Independence of Directors
While making appointment of directors following principles shall be observed by theBoard as far as practicable:
a) There shall be a proper mix of Executive and Non-Executive Directors and Independentand non-independent directors on the Board. The Company shall always be in compliance ofthe provisions of Section 149 of the Companies Act 2013 in this regard.
b) There shall be a workable mix of directors drawn from various disciplines liketechnical finance commercial legal etc.
c) While appointing a director to fill in a casual vacancy caused by death resignationetc. of a director an effort shall be made as far as possible to appoint such a personin his place who has the relevant experience in the fields or disciplines in which theoutgoing director had with relevant expertise as requisite to Business of the Company.
d) No preference on the basis of gender religion or cast shall be given whileconsidering the appointment of directors.
e) While appointing independent directors the criteria for the independent directorsas laid down in Section 149 (6) of the Companies Act 2013 shall be followed.
d. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section. The Audit Committee comprises of:
1. Mr. Rushabh Shah Chairman
2. Mr. Sadanand Purushottam Kotnis Independent Director and
3. Ms. Kavita Suresh Jamsutkar Independent Director.
The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act and the Listing Agreement entered into with the Stock Exchanges. During theyear under review the Board of Directors of the Company had accepted all therecommendations of the Committee
e. STAKEHOLDERS RELATIONSHIP COMMITTEE:
During the year under review pursuant to Section 178 of the Companies Act 2013 theBoard of Directors of the Company has constituted the Stakeholder's RelationshipCommittee comprising of Mr. Rushabh Shah as its Chairman and Mr. Sadanand PurushottamKotnis and Ms. Kavita Suresh Jamsutkar as the Committee Members Respectively.
f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has pursuant to the provisions of Section 178(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. The Whistle Blower Policy is hosted on the Company'swebsite at: www.aadiindustries.com.
g. RISK MANAGEMENT POLICY:
The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.
h. ANNUAL EVALUATION OF DIRECTORS COMMITTEE AND BOARD:
Nomination and Remuneration Committee of the Board had prepared and sent through itsChairman feedback forms for evaluation of the Board Independent Directors and theChairman. The Independent Directors at their meeting considered and evaluated the Board'sperformance performance of the Chairman. The Board subsequently evaluated performance ofthe Board the Committees and Independent Directors; without participation of theconcerned Director.
As stipulated by the Code of Independent Directors under the Companies Act 2013 andthe Listing Agreement a separate meeting of the Independent Directors of the Company washeld on 24th March 2017 to review the performance of Nonindependent Directors(including the Chairman) and the Board as whole.
Performance evaluation of Independent Directors was conducted by the Board ofDirectors excluding the Director being evaluated. The criteria for performance evaluationof Independent Directors laid down by the Nomination Remuneration and CompensationCommittee is as below:
Ethics and values
knowledge and proficiency
Behavioral traits and
Efforts for personal development
Similarly performance evaluation of the Chairman was carried out by the IndependentDirectors.
i. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place has been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.
4. AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31stMARCH 2017:
The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2017 read with the explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH 2017:
The company was unable to appoint a secretarial auditor for the period under review
c. RATIFICATION OF APPOINTMENT OF AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 at the Annual General Meeting held on 27thSeptember 2014 the shareholders approved the appointment of M/s K. S. Subramanyam &Co. Chartered Accountants as Statutory Auditors of the Company for a term of 5 yearssubject to ratification of appointment by shareholders at every Annual General Meeting.The Company has received a confirmation from the said Auditors that they are eligible tohold the office as Auditors of the Company.
Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of AGM for seeking approval of members.
5. OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:
a. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2017 made under theprovisions of Section 92(3) of the Act is attached as Annexure I which forms part of thisReport.
b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thefact that the Company has not undertaken any activities during the year under review.
During the year under review the Company has neither earned nor used any foreignexchange.
6. ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.
|For and on behalf of the Board || |
|RUSHABH SHAH ||SADANAND KOTNIS |
|MANAGING DIRECTOR ||DIRECTOR |
|DIN: 01944390 ||DIN:05230970 |
|Date: 14/08/2017 || |
|Place: Mumbai || |
|Registered Office || |
|320/7 Siddhivinayak Co-Operative Housing Society || |
|Hingwala Lane Pant Nagar || |
|Ghatkopar (East) || |
|Mumbai - 400 075 || |
|CIN: U25203MH1994PLC206053 || |
|TEL No. 022-25012706/2768 || |
|Mail. email@example.com website www.aadiindustries.com |