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AAR Commercial Company Ltd.

BSE: 539632 Sector: Others
NSE: N.A. ISIN Code: INE184K01013
BSE 00:00 | 31 Aug AAR Commercial Company Ltd
NSE 05:30 | 01 Jan AAR Commercial Company Ltd
OPEN 6.02
PREVIOUS CLOSE 6.02
VOLUME 1
52-Week high 6.02
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 6
Buy Price 6.02
Buy Qty 453.00
Sell Price 5.47
Sell Qty 74.00
OPEN 6.02
CLOSE 6.02
VOLUME 1
52-Week high 6.02
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 6
Buy Price 6.02
Buy Qty 453.00
Sell Price 5.47
Sell Qty 74.00

AAR Commercial Company Ltd. (AARCOMMERCIAL) - Director Report

Company director report

To The Members

Your Directors have pleasure in submitting the 39th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2021.

FINANCIAL RESULTS

The summarized financial performance of the Company for the year under review ascompared with previous year's figures are given hereunder: ( Rs in lacs)

PARTICULARS F.Y. 2020-21 F.Y. 2019-20
Net Sales / Income from Business Operations -- --
Other Income 1.49 2.68
Total Income 1.49 2.68
Total Expenditure 20.43 26.00
Profit/(Loss) Before Tax (18.93) (23.32)
Less:Tax Expenses - -
Profit/(Loss) After Tax (18.93) (23.32)
Basic & Diluted Earnings per Equity Share (0.19) (0.23)

OPERATIONAL REVIEW

Gross revenues for this financial year stood at Rs149219.00 as against Rs 267831.00in the previous year. After providing for depreciation and taxation the net loss of theCompany for the year under review was placed at Rs 1893301.00 as compared to the netprofit of Rs2332024.00 incurred during the previous year.

FINANCIAL ACCOUNTING AND ADAOPTION OF IND-AS

The Financial Statements for the FY 2020-21 are prepared under Ind-AS. Pursuant toSection 129(3) of the Companies Act 2013 the Financial Statements of the Company areprepared in accordance with the Section 133 of the Companies Act 2013 read with Rule 7 ofthe Companies (Accounts) Rules 2014 and Indian Accounting Standard on FinancialStatements is provided in the Annual Report.

DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profitsincurred by the Company.

The provisions of Section 125(2) of the Companies Act 2013 relating to transfer ofUnclaimed Dividend to Investor Education and Protection Fund do not apply as there was nodividend declared and paid by the Company.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company aregiven in the notes to the financial statements.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.Therefore itis not required to furnish information in respect of outstanding deposits under non-banking non-financial Companies (Reserve Bank) Directions1966 and Companies (Accounts)Rules 2014.

DEBENTURES

During the financial year under review the Company has not issued or allotted anyDebentures and does not have any outstanding Debentures

SHARE CAPITAL

The paid-up equity capital as on March 31 2021 was Rs100140000. No Bonus Shares wereissued neither company bought back any of its securities during the year under review. Thecompany has not issued any shares with differential voting rights nor granted stockoptions nor sweat equity shares. As on March 31 2021 none of the Directors of theCompany hold instruments convertible into equity shares of the Company. The Company haspaid Listing Fees for the financial year 2021-22 to each of the Stock Exchanges where itsequity shares are listed.

EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) read withRule 12 of the Companies (Management and Administration) Rules 2014 in prescribed Form– MGT 9 is furnished in Annexure– A and is attached to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

However the Board has adopted this Policy in terms of Regulation 23 of the SEBI(Listing Obligations and Disclosure Regulations) to ensure that all Related PartyTransactions shall be subject to this policy and approval or rati_cation in accordancewith Applicable Law. This Policy contains the policies and procedures governing thereview determination of materiality approval and reporting of such Related PartyTransactions. The Policy on Related Party Transactions is uploaded in the Company'swebsite www.aarccl.in under the link https://www.aarccl.in/investors-corner/policies/

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

Management and Business Risk Evaluation is an ongoing process within the Organization.Pursuant to Section 134(3)(n) of the Companies Act 2013 the Board has framed a RiskManagement Policy for the Company. The Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the business and functions are systematically addressed through mitigatingactions on a continuing basis. At present the Company has not identified any element ofrisk which may threaten the business or existence of the Company.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "Code ofConduct for Board of Directors & Senior Management Personnel". The Code has beenposted on the Company's website www.aarccl.in under the linkhttps://www.aarccl.in/investors-corner/policies/ The Code lays down the standard procedureof business conduct which is expected to be followed by the Directors and the designatedemployees in their business dealings and in particular on matters relating to integrity inthe work place in business practices and in dealing with stakeholders. All the BoardMembers and the Senior Management personnel have confirmed compliance with the Code. AllManagement Staff were given appropriate training in this regard.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or outflow during the year under review.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateson the date of this report.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIALRIGHTS

The Company has not issued any Sweat Equity Shares or Equity Shares with Di_erentialRights during the financial year.

INTERNAL COMPLAINT REGARDING SEXUAL HARRASSMENT

There were no cases of sexual harassment of woman at work place. Also there are noinstances of child labour/ forced labour/ involuntary labour and discriminatory employmentduring the year.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its Responsibility Statement:-a) In the preparation of the annualaccounts the applicable accounting standards had been followed and there are no materialdepartures; b) The directors had 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 company for that period; c) The directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; d) The directors had preparedthe annual accounts on a going concern basis; e) The directors had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and operating efficiently.

Internal financial control means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information. f) The directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems areadequate and operating effectively.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure - B and is attached to this report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company held Seven (7) Board Meetings during the financial year under review.Detailed information is given in the Corporate Governance Report.

BOARD COMMITTEES

Details of Audit Committee Nomination & Remuneration Committee and Stakeholders'Relationship Committee have been disclosed under Corporate Governance Report.

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARDALONG WITH REASONS

The same is not applicable as the Audit Committee's recommendations were accepted andimplemented by the Board.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.The Code has been posted on the Company's website www.aarccl.inunder the link https://www.aarccl.in/investors-corner/policies/ All Board of Directors andthe designated employees have confirmed compliance with the Code.

FAMILIARISATION PROGRAMME

Your Company follows a structured familiarization programme through variousreports/codes/internal policies for all the Directors with a view to update them on theCompany's policies and procedures on a regular basis.

Periodic presentations are made at the Board Meetings on business and performance longterm strategy initiatives and risks involved. The details of familiarisation programmehave been posted in the website of the Company www.aarccl.in under the link https://www.aarccl.in/investors-corner/policies/

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board comprises of four Directors of which two are Independent. Pursuant toprovisions of Section 152(6) of the Companies Act 2013 and Articles of Association of theCompany Mrs. Uma Sharma (DIN: 06862354) will retire by rotation at the ensuing AGM of theCompany and being eligible offers herself for re-appointment.

In terms of the provisions of Section 149 152 of the Companies Act 2013 which cameinto effect from 1st April 2014 Schedule IV and other applicable provisions if anyread with Companies (Appointment and Qualification of Directors) Rules 2014 theIndependent Directors can hold office for a term of up to five (5) consecutive years onthe Board of Directors of the Company and are not liable to retire by rotation. AllIndependent Directors of the Company have submitted a declaration that each of them meetsthe criteria of Independence as provided in Section 149(6) of the Act and there has beenno change in the circumstances which may affect their status as Independent Directorduring the year. The following are the Key Managerial Personnel of the Company:

SL. No. NAME DIN/PAN DESIGNATION
1. Anupam Khetan 07003797 Whole-time Director
2. Avijit Das AHXPD4883E Chief Financial Officer (CFO)
3. Arvind Kumar Modi AUHPM5239Q Company Secretary (CS)

None of the Directors of your Company is disqualified under the provisions of Section164(2)(a) & (b) of the Companies Act 2013 and a certificate dated 16th April 2021received from Company Secretary in Practice certifying that none of the directors on theboard of the company have been debarred or disqualified from being appointed or continuingas directors of the Company by SEBI/Ministry of Corporate Affairs or any such statutoryauthority is annexed to the Corporate Governance Report.

PARTICULARS OF MANAGERIAL REMUNERATION

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

I. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

DIRECTORS RATIO TO MEDIAN REMUNERATION
Mr. Anupam Khetan 0.81:1
Mrs. Uma Sharma N.A. *
Mr. Udit Agarwal N.A. *
Mrs. Nishi Agrawal N.A. *
Mr. Arvind Kumar Modi 1.19:1
Mr. Avijit Das 0.99:1

* Except sitting fees no remuneration is paid to the Non-Executive IndependentDirectors.

II. Percentage increase in remuneration of directors chief financial officercompany secretary if any in the financial year

NAME DESIGNATION % INCREASE
Anupam Khetan Whole-time Director 0.00
Mrs. Uma Sharma Non-Executive Director N.A. *
Mr. Udit Agarwal Non-Executive Independent Director N.A. *
Mrs. Nishi Agrawal Non-Executive Independent Director N.A. *
Mr. Avijit Das Chief Financial Officer 0.00
Mr. Arvind Kumar Modi Company Secretary 0.00

III. Percentage increase in the median remuneration of employees in the financial year:Nil IV. Number of permanent employees on the rolls of Company: 4

V. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

There has been no increase in salary of Managerial and Non managerial Personnel of theCompany during the FY 2020-21.

VI. The key parameters for any variable component of remuneration availed by thedirectors: N.A. VII. Afirmation that the remuneration is as per the remunerationpolicy of the company:

The Company afirms remuneration is as per the remuneration policy of the Company.

VIII. There is no employee whose remuneration exceeds the limits prescribed underSection 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

REMUNERATION OF DIRECTORS

The details regarding remuneration to Directors are shown separately in MGT-9 attachedas Annexure - A which forms part of the Directors Report.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

DISCLOSURE OF COMPOSITION VIGIL MECHANISM POLICY

The Company has established a vigil mechanism and oversees through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co-employees and the Company.

The policy on vigil mechanism is attached with this report as Annexure - C andis also available on the website of the company i.e. www.aarccl.inunder the linkhttps://www.aarccl.in/investors-corner/policies/

DETAILS OF COMPOSITION OF COMMITTEES (i) Audit Committee

The Audit Committee of the Company as on the date of this report is constituted offollowing Directors:

Names Designation Category
Mrs. Nishi Agrawal Chairperson Independent
Mrs. Uma Sharma Member Non-Executive
Mr. Udit Agarwal Chairperson Independent

(ii) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company as on the date of this reportis constituted of following Directors:

Names Designation Category
Mr. Udit Agarwal Chairperson Independent
Mrs. Nishi Agrawal Member Independent
Mrs. Uma Sharma Member Non-Executive

(iii) Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company as on the date of this report isconstituted of following Directors:

Names Designation Category
Mr. Udit Agarwal Chairperson Independent
Mrs. Nishi Agrawal Member Independent
Mrs. Uma Sharma Member Non-Executive

BOARD EVALUATION

During the financial year formal annual evaluation of the Board its committees andindividual Directors was carried out pursuant to the Board Performance Evaluation Policyof the Company.

The criteria for the performance evaluation of the Board of Directors includes aspectssuch as its composition and structure and the effectiveness of its processes informationflow and functioning. The criteria for the performance evaluation of individual Directorsincludes aspects such as the Director's contribution to the Board of Directors andCommittee meetings including preparation on the issues to be discussed as well asmeaningful and constructive contribution and inputs during meetings. In addition theChairperson is evaluated on the key aspects of his role.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of individual directors on the basis of criteria suchas the contribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

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. Seperate meetings of the Independent Directors was held on 31st March 2021.

AMALGAMATION OF COMPANIES

At their meeting held on January 18 2020 Board of Directors of the Company hasapproved the Scheme of Amalgamation and Slump Sale providing for the Amalgamation ofGallantt Ispat Limited (Transferor Company No. 1 or GIL) AAR Commercial Company Limited(Transferor Company No. 2 or AAR) Hipoline Commerce Private Limited (Transferor CompanyNo. 3 or HIPOLINE) Lexi Exports Private Limited (Transferor Company No. 4 or LEXI) andRichie Credit and Finance Private Limited (Transferor Company No. 5 or RICHIE) (togetherreferred to as the "Transferor Companies") with Gallantt Metal Limited("Transferee Company" or "GML") and for the Slump Sale of 18 MW PowerPlant Undertakings of Gallantt Ispat Limited to theTransferee Company and their respectiveshareholders and Creditors (‘'Scheme") under Section 230 to 232 and otherapplicable provisions of the Companies Act 2013.

In accordance with the Regulation 37 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as the "LODR") Company has filed the draft Scheme of Amalgamation and SlumpSale with the BSE Limited (formerly Bombay Stock Exchange Limited) and the National StockExchange of India Limited (hereinafter together referred to as the "StockExchanges") for obtaining an ‘observation letter' or a 'no-objection letter'before filing such scheme. Further Transferor Company No. 1 Transferor Company No. 2 andTransferee Company have also filed this application with the Stock Exchanges underRegulation 37 of LODR.

Brief details of the Scheme are as under:

1. GIL AAR HIPOLINE LEXI and RICHIE all are TRANSFEROR COMPANIES and GML isTRANSFEREE COMPANY.

2. The Transferee Company is a listed Company. GILand AAR are also Listed Companies.

3. Upon the Scheme becoming effective in lieu of the amalgamation no consideration willbe due to the Transferor Companies and in consideration of the amalgamation of theTransferor Companies withthe Transferee Company pursuant to the Scheme including theconsequential extinguishment of the shareholding in Transferor Companies the TransfereeCompany shall without further application issue and allot as given below equity shares inthe Transferee Company to the equity shareholders of the Transferor Companies whose namesappear in the Register of Members of the Transferor Companies on the Record Date:

13 (Thirteen) equity shares of the nominalvalue of Rs10/- fully paid up in theTransferee Company for every 14 (Fourteen) equity sharesof Rs 1/- each fully paid up heldby such member in GIL.

5 (Five) equity shares of the nominal value of Rs10/- fully paid up in the TransfereeCompany for every 1 (One) equity share of Rs 10/- each fully paid up held by such memberin AAR.

9 (Nine) equity shares of the nominal value of Rs10/- fully paid up in the TransfereeCompany for every 2 (Two) equity shares of Rs 10/- each fully paid up held by such memberin HIPOLINE.

84 (Eighty-Four) equity shares of the nominal value of Rs10/- fully paid up in theTransferee Company for every 1 (One) equity share of Rs 10/- each fully paid up held bysuch member in LEXI.

101 (One Hundred One) equity shares of thenominal value of Rs10/- fully paid up in theTransferee Company for every 2 (Two) equity shares of Rs10/- each fully paid up held bysuch member in RICHIE.

4. Transferor Companies GIL and AAR and Transferee Company GML are under theJurisdiction of the Registrar of Companies Delhi and Haryana and Transferor CompaniesHIPOLINE LEXI and RICHIE are under the jurisdiction of the Registrar of Companies WestBengal.

5. Pursuant to the Scheme 18 MW Power Plant Undertakings of GIL will be sold andtransferred to the Transferee Company through Slump Sale at a consideration of Rs35 Crorespayable in cash.

6. "Appointed Date of Slump Sale" means the open of business hours on 1stApril 2019.

7. "Appointed Date" means the open of business hours on 1st April 2019 afterthe completion of the slump sale.

Company has appointed BSE Limited as designated Stock Exchange for co-ordinating withthe SEBI inrespect of the said Scheme and matters connectedtherewith.

Company has appointed BSE Limited as designated Stock Exchange for coordinating withthe SEBI in respect of the said Scheme and matters connected therewith.

Vide its letters dated November 12 2020 and November 23 2020 BSE Limited andNational Stock Exchange of India Limited respectively have issued Observation letters(hereinafter referred to as the "Observation Letters"). Post getting theobservation Letters as above Companies filed application with the Honorable NationalCompany Law Tribunal Principal Bench New Delhi (hereinafter referred to as the"NCLT Delhi") together with other petitioner Companies viz. AAR and GIL fordirections to hold meetings of the Shareholders and Creditors of the Companies. Furtherthe Petitioner Companies Hipoline LEXI and Richie falling under the jurisdiction ofHonorable Company Law Tribunal Kolkata Bench (hereinafter referred to as the "NCLTKolkata") have filed application along with necessary enclosures for dispensation ofthe meeting of Shareholders and Creditors. Pursuant to the application filed as aboveNCLT Kolkata vide its order dated January 19 2021 has dispensed the meetings ofshareholders and creditors. Further NCLT Delhi vide its order dated February 26 2021has directed to convene and hold meetings of shareholders and creditors of GML GIL andAAR ON April 08 2021. Mr. Somnath Gangopadhyay was appointed as Chairperson and Ms. AishaAmin as Alternate Chairperson. Further Mr. Tanmay Kumar Saha was appointed as theScrutinizer of the meetings.

In accordance with the NCLT Delhi Order and provisions of (i) Section 230(4) read withSection 108 of the Act and read with Rule 20 of the Companies (Management andAdministration) Rules 2014 as amended; (ii) Rule 6(3) (xi) of the Companies (CompromisesArrangements and Amalgamations) Rules 2016; (iii) Regulation 44 and other applicableprovisions of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended ("Listing Regulations");and (iv) Secretarial Standards-2 on General Meetings issued by Institute of CompanySecretaries of India as applicable the Company has engaged the services of NationalSecurities Depository Limited ("NSDL") for the purpose of providing facility ofremote e-voting prior to the Meeting and e-voting during the Meeting so as to enable theequity shareholders to consider and if thought fit approve the Scheme by way ofrequisite majority. Accordingly voting by equity shareholders secured creditors andunsecured creditors of the Company were carried out through (a) remote e-voting prior tothe Meeting and (b) e-voting during the Meeting. Remote e-voting prior to the Meeting wasopened during the period commencing from 9.00 a.m. (IST) on Monday April 05 2021 andending at 5.00 p.m. (IST) on Wednesday April 07 2021 arranged by NSDL. The members(including public shareholders) secured creditors and unsecured creditors passed theresolution for approval of the Scheme with the requisite majority. After approval of theresolution by the shareholders secured and unsecured creditors the Companies compliedwith the requisite formalities and filed petition with the NCLT Delhi for their approvaland order of the Scheme. Similarly Other Petitioner Companies viz. Hipoline Lexi andRichie have also filed petition with the NCLT Kolkata Bench for approval of the Scheme bythe NCLT Kolkata Bench.

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act 2013 and Rules made thereunder M/s R.K.Tapadia & Co. Chartered Accountants (ICAI Firm Registration No. 318166E) wereappointed as Statutory Auditors at the 35th Annual General Meeting held on September 222017 to hold office until the conclusion of the 40th Annual General Meeting subject torati_cation by shareholders at each Annual General Meeting.

SECRETARIAL AUDIT REPORT

Mr. Anurag Fatehpuria Practicing Company Secretary having office at 23/1 Sita NathBose Lane Salkia Howrah – 711 101 has been

(Contd.)

appointed as Secretarial Auditors of the Company for financial year ended 31st March2021. The Secretarial Audit Report received from the Secretarial Auditor is annexed tothis report marked as Annexure – D and forms part of this report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

Certain observations made in the Secretarial Audit Report with regard to few lapsesunder the Companies Act 2013 relating to maintenance of statutory registers were mainlydue to ambiguity and uncertainty of the applicability. However the company would ensurein future that all the provisions are complied to the fullest extent.

FRAUD REPORTING

There have been no frauds reported by the Auditors ofthe Company to the Audit Committeeor the Board of Directors under subsection (12) of section 143 of the Companies Act 2013during the financial year.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There is no change in the nature of the business of the Company.

LISTING OF SHARES

The Equity Shares of the Company are listed on the Bombay Stock Exchange LimitedMumbai and Calcutta Stock Exchange Limited Kolkata.

The Listing Fee has been paid to the Stock Exchanges for the FY 2021-22. The ISIN No.of the Company is INE184K01013.

TRANSFER OF SHARES COMPULSORILY IN DEMAT MODE

SEBI had vide Notification Nos. SEBI/LAD-NRO/GN/2018/24 dated 8th June 2018 andSEBI/LAD-NRO/GN/2018/49 dated 30th November 2018 read with BSE circular no.LIST/COMP/15/2018-19 dated 5th July 2018 and NSE circular no. NSE/CML/2018/26 dated 9thJuly 2018 directed that transfer of securities would be carried out in dematerialised formonly with effect from 1st April 2019 except in case of transmission or transposition ofsecurities. Securities of the listed companies can be transferred (except in case oftransmission or transposition) only in the dematerialized form. In view of the above andto avail the benefits of dematerialisation Members are requested to considerdematerialising shares held by them in physical form. In case any of the Shareholders haveany queries or need any assistance in this regard please contact;

AAR COMMERCIAL COMPANY LIMITED Registrar & Share Transfer Agent
Registered Office Address: Niche Technologies Pvt. Ltd.
I – 7 Jangpura Extension 3A Auckland Place
New Delhi – 110014 7th Floor Room No. 7A & 7B
Tel: 011-41645392 Kolkata – 700017
Email-Id: investors.commercial@redi_mail.com Tel.: (033) 2280 6616/6617/6618
Website: www.aarccl . in Fax: (033) 2280 6619
Email id: nichetechpl@nichetechpl.com
Corporate Office Address: Website: www.nichetechpl.com
1 Crooked Lane Second Floor Room No. 208
Kolkata – 700069 (W.B.) Tel: 033-40078021

CORPORATE GOVERNANCE

The Company is committed to maintain transparency in its operations & hence itcomplies with the Corporate Governance requirements.

The Corporate Governance Report as per Schedule V(C) of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 and requisite Certificate of Compliancefrom Statutory Auditor regarding compliance of conditions of Corporate Governance areannexed and forms part of the Annual Report.

COVID 19 STEPS TAKEN BY THE COMPANY

Business operations of the Company was very much affected due to the massive outbreakof COVID-19 in the Financial Year 2020-21 and again due the spread of the second wave inthe months of April and May 2021.

The company has strictly followed all necessary precautions and guidelines prescribedby the Government particularly towards adhering to safety measures in respect of itsemployees. The Company adopted Work from Home Policy wherein staggered timings were beingfollowed including rotational attendance approach whereby employees attended the workplace either at alternate days or at alternate timings as may be decided by the respectivedepartment heads so as to minimize physical interactions for the essential staffs on dutyeither in the headquarters or other business offices/branch/ registered office/corporateoffice. Further video conference facilities/telephonic or other computerized facilitieswere also provided for holding Board and Committees Meetings. Furthermore allpre-cautionary items such as hand sanitizers face masks etc were provided to theemployees attending office.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of the Company comprising of managementperception risks and concerns internal control systems are annexed and forms part of theAnnual Report and is annexed to the report as Annexure – E.

ACKNOWLEDGEMENTS

Your Directors would like to express their gratitude for the assistance andco-operation received from its bankers financial institutions Government Authoritiesbusiness associates stakeholders and members during the year under review.

Your Directors also appreciate the dedicated and committed services rendered by theemployees at all levels for the growth of the Company.

Your Directors also wish to place on record their deep sense of acknowledgement to theesteemed shareholders for their continued support and encouragement for the Company.

For and on Behalf of the Board of Directors
Anupam Khetan
Place: Gorakhpur Whole-time Director
Date:16th April 2021 DIN: 07003797

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