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Aar Shyam (India) Investment Company Ltd.

BSE: 542377 Sector: Financials
NSE: N.A. ISIN Code: INE512R01010
BSE 00:00 | 06 Jul Aar Shyam (India) Investment Company Ltd
NSE 05:30 | 01 Jan Aar Shyam (India) Investment Company Ltd
OPEN 3.36
PREVIOUS CLOSE 3.36
VOLUME 2
52-Week high 3.36
52-Week low 0.00
P/E 1.71
Mkt Cap.(Rs cr) 1
Buy Price 3.36
Buy Qty 73.00
Sell Price 8.00
Sell Qty 4.00
OPEN 3.36
CLOSE 3.36
VOLUME 2
52-Week high 3.36
52-Week low 0.00
P/E 1.71
Mkt Cap.(Rs cr) 1
Buy Price 3.36
Buy Qty 73.00
Sell Price 8.00
Sell Qty 4.00

Aar Shyam (India) Investment Company Ltd. (AARSHYAMI) - Director Report

Company director report

DEAR MEMBERS

Your Directors have pleasure in presenting the Annual Report of the Company togetherwith audited statements of

Accounts for the financial year ended 31st March 2021.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2020-21 aregiven hereunder:

(In Rupees)
2020-21 2019-20
Revenue from operations & other income 3117892 (2731230)
Operating Profit (EBIDTA) 2104410 (3819763)
Finance Cost 1534 944
Profit before tax 2104410 (3820707)
Provision for Current Tax (net) 510626 95661
Net Profit 1593784 (3916368)

DIVIDEND

In order to meet the future requirements of the Company your Directors have decidednot to recommend dividend for the Financial Year 2020-21.

INCOME FROM OPERATIONS

During the year under review the revenue from operations was Rs. 31.17 lakhs ascompared to (Rs.27.31) lakhs during the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015of the Listing Agreement entered into with the Stock Exchanges andCircular/Notifications/Directions issued by Reserve Bank of India from time to time theManagement Discussion and Analysis of the financial condition and result of operations ofthe Company for the year under review is presented in a separate section forming part ofthe Annual Report.

CORPORATE GOVERNANCE

The company is committed to maintain the highest standards of Corporate Governance andadhere to the corporate Governance requirements set out by SEBI. A Report on CorporateGovernance as required under SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 of the Listing Agreement entered into with the Stock Exchanges is attachedas Annexure of the Annual Report.

A Certificate from M/s Kundan Agarwal & Associates Company Secretariesconfirming compliance with the conditions of Corporate Governance as stipulated under theaforesaid SEBI Regulations 2015 also forms part of the Annual Report.

FINANCE

(i) Share Capital

The paid-up Share Capital as on 31stMarch 2021 was Rs.300 Lakhs. During the year underreview the Company has not issued shares with differential voting rights nor grantedstock options nor sweat equity.

(ii) Public Deposits

The Company being a Non-Deposit Accepting Non-Banking Finance Company has not acceptedany deposits from the public during the year under review and shall not accept anydeposits from the public without obtaining prior approval of the Reserve Bank of India(RBI).

(iii) Particulars of loans guarantees or investments

Particulars of loans guarantees and investments covered under the provisions ofSection186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

RBI GUIDELINES

As a Non Deposit taking Non-Banking Finance Company your Company always aims tooperate in compliance with applicable RBI laws and regulations and employs its bestefforts towards achieving the same.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2020-21 Five (5) Board Meetings were held on June 25 2020August 17 2020 September 02

2020 November 10 2020 and February 12 2021 and as per companies act 2013 themaximum interval between any two meetings was not more than 120 days.

COMMITTEES OF THE BOARD

During the year in accordance with the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 of Listing Agreement the Boardre-constituted some of its Committees. The Committees are as follows: AuditCommittee Nomination and Remuneration Committee Stakeholders' RelationshipCommittee Risk Management Committee Details of the said Committees along with theircharters composition and meetings held during the year are provided in the "Reporton Corporate Governance" a part of this Annual Report.

CHANGES IN COMPOSITION OF BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL a.Appointment/ Cessation

During the year under review i.e. 2020-21 Mr. Abhay Nath Jha was appointed as ChiefFinance Officer w.e.f.

25.06.2020. b. Retire by Rotation

In accordance with Section 152 and other applicable provisions of Companies Act 2013Ms. Beenu Agarwal being Non-executive Director retires by rotation and being eligibleoffers herself for reappointment at the ensuing Annual General Meeting. The Boardrecommends her appointment. c. Appointment of Women Director

With coming into force of the provisions of Companies Act 2013 the Board had alreadyappointed Ms. Beenu Agarwal as Women Directors on the Board of the Company. d. KeyManagerial Personnel

During the year under review i.e. 2020-21 Mr. Sanyam Tuteja Whole Time Director (DIN:08139915); Mr.

Abhay Nath Jha Chief Financial Officer w.e.f. 25.06.2020 and Ms. Princy AnandCompliance officer & Company

Secretary were designated as the Key Managerial Personnel of the Company pursuant tothe requirements of the applicable provisions of Companies Act 2013 read with its Rulesby the Board of Directors and their terms and conditions of the appointment andremuneration was considered by the Board.

e. Board's Independence

Our definitionof‘Independence' of Directors is derived from SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 and Section 149(6) of theCompanies Act 2013. Based on the confirmation/ disclosures receivedfrom the Directors andon evaluation of the relationships disclosed the following Non- Executive DirectorsareIndependent in terms of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 of the Listing Agreement and Section149(6) of the Companies Act 2013:-

1. Ms. Reena Gupta (DIN: 06966728) 2. Mr. Manish (DIN: 08535552)

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of section 134(5) of the Act the directors state that: a) In thepreparation of the annual financial statements for the year under reporting theapplicable accounting

Standards have been followed along with proper explanation relating to materialdepartures if any; b) Appropriate accounting policies have been selected appliedconsistently and judgment and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the company as at reportingdate and of the profit of the company for the year ended on that date; c) Proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; d) The annual financialstatements have been prepared on a going concern basis; e) Proper internal financialcontrols were in place and the financial controls were adequate and operating effectively;and f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION & EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulation2015 Policy on Nomination and Remuneration ofDirectors Key Managerial Personnel Senior Management and other employees has beenformulated including criteria for determining qualifications positive attributes

Independence of a Director and other matters as required under the said Act and ListingAgreement. The evaluation framework for assessing the performance of Directors comprisesof the following key areas Expertise; Expertise; Objectivity andIndependence; Guidance and support in context of life stage of the Company; Understandingof the Company's business; Understanding and commitment to duties andresponsibilities; Willingness to devote the time needed for effective contributionto Company; Participation in discussions in effective and constructive manner; Responsivenessin approach; Ability to encourage and motivate the Management for continuedperformance and success;

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation.

Accordingly a process of evaluation was followed by the Board for its own performanceand that of its Committees and individual Directors and also the necessary evaluation wascarried out by Nomination and Remuneration Committee and Independent Director at theirrespective meetings held for the purpose.

RELATED PARTY TRANSACTIONS

No Related Party Transactions were entered into during the financial year 2020-21. AllRelated Party Transactions entered in to in the past were on an arm's length basis andwere in the ordinary course of business. There are no materially significant Related PartyTransactions made by the Company with promoters directors Key other designated personswhich may have potential conflict with the interest of the Company at large.

On the recommendation of the Audit Committee the Board of Directors has adopted apolicy on Related Party Transactions. The Policy envisages the procedure governing relatedparty transactions required to be followed to ensure compliance with the applicable lawsand regulations as well as to ensure that the Related Party Transactions are managed anddisclosed in accordance with the strict legal and accounting requirements.

A statement of all related party transactions if any is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms & conditions ofthe transactions. The statement is supported by a certificate from the CFO.

None of the Directors has any pecuniary relationships or transactions vis--vis theCompany.

REMUNERATION OF THE DIRECTORS/KMP/EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5(1) clause (i)and (ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given below.

Sr. Name of Director/KMP and Designation No. Ratio of remuneration of each director to the median remuneration of the employees % increase in remuneration in the FY 2020-21
1 Sanyam Tuteja Whole-Time Director - None
2 Manish Independent Director - None
3 Abhay Nath Jha Chief Financial Officer (appointed on25.06.2020) 1.33 : 1 None
4 Princy Anand Company Secretary 1 : 1 None
5 Reena Gupta Independent Director - None
6 Beenu Agarwal Non-Executive Director - None
Clause Under Rule 5(1) Prescribed Requirement Particulars
(iii) Percentage increase in the median remuneration of employees in the financial year Nil
(iv) Number of permanent employees on the rolls of company as on the date of Annual Report 2
Clause Under Rule 5(1) Prescribed Requirement Particulars
(viii) Average Percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration Nil
(xii) Affirmation that the remuneration is as per the KMP and other employees is the company It is hereby confirmed that remuneration paid to Director/ remuneration policy of as per the remuneration policy of the company.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 as amended theAnnual Return (Form MGT-

7) of the company for the financial year ended March 31 2021 is available on thewebsite of the Company at https://www.aarshyam.in/reports/annualret20-21.pdf.

STATUTORY AUDITORS & THEIR REPORT

M/s. STRG & Associates Chartered Accountants having ICAI Firm RegistrationNo.014826N auditor of the company audited the annual accounts of the company.

The Auditor's Report does not contain any qualification reservation or adverse remark.

SECRETARIAL AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethere under the Company had appointed M/s. Kundan Agarwal & Associates PracticingCompany Secretaries to undertake the Secretarial Audit of the Company for the financialyear 2020-21. The Secretarial Audit Report for financial year 2020-21 has been appendedas Annexure2 to this Report.

The Auditor's Report does not contain any qualification reservation or adverse remark.

The Board of the Directors at their Meeting held on 28thJune 2021 has appointed M/s.Kundan Agarwal &Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the FY 2021-22.

INTERNAL AUDITORS & THEIR REPORT

Pursuant to provisions of Section 138 of Companies Act 2013 and rules made there underthe company had appointed MAKS & Co. as Internal Auditor for the year 2021-22.

PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION EXPENDITURE ON RESEARCH ANDDEVELOPMENT FOREIGN EXCHANGE INFLOW/OUTFLOW ETC.

The requirements of disclosure with regard to Conservation of Energy in terms ofSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014are not applicable to the Company since it doesn't own any manufacturing facility.

However the Company makes all efforts towards conservation of energy protection ofenvironment and ensuring safety. There are no earnings and outgoing Foreign Exchangeduring the year under review.

VIGIL MECHANISM

Your Company has established a ‘Whistle Blower Policy and Vigil Mechanism' fordirectors and employees to report to the appropriate authorities concerns about unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct policyand provides safeguards against victimization of employees who avail the mechanism andalso provide for direct access to the Chairman of the Audit Committee. The said policy hasbeen uploaded on the website of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and 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 of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There have been no significant and material orders passed by the regulators or courtsor tribunals concern status and company's operations in future.

RISK MANAGEMENT POLICY AND INTERNAL CONTROL

The Company has adopted a Risk Management Policy duly approved by the Board and alsohas in place a mechanism to identify assess monitor and mitigate various risks to keybusiness objectives. Major risks identifiedby the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Risk Management Committee Audit Committee and the Boardof Directors of the Company. The Company's internal control systems are commensurate withthe nature of its business and the size and complexity.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION

PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition &Redressal) Act 2013 read with Rules there under the Companyhas not received any complaint of sexual harassment during the year under review.

ACKNOWLEDGEMENT

We are grateful to the Government of India the Reserve Bank of India the Securitiesand Exchange Board of India the Stock Exchanges and other regulatory authorities fortheir valuable guidance and support and wish to express our sincere appreciation for theircontinued co-operation and assistance.We look forward to their continued support infuture. We wish to thank our bankers investors rating agencies customers and all otherbusiness associates for their support and trust reposed in us. Your Directors expresstheir deep sense of appreciation for all the employees whose commitment co-operationactive participation dedication and professionalism has made the organization's growthpossible.

Finally the Directors thank you for your continued trust and support.

For and on behalf of
AAR Shyam India Investment Company Limited
Sd/- Sd/-
Reena Gupta Sanyam Tuteja
Dated: 13/08/2021 Director Director
Place: New Delhi (DIN:06966728) (DIN:08139915)

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