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Aarcon Facilities Ltd.

BSE: 532024 Sector: Infrastructure
NSE: N.A. ISIN Code: INE056J01015
BSE 00:00 | 23 Apr Aarcon Facilities Ltd
NSE 05:30 | 01 Jan Aarcon Facilities Ltd
OPEN 7.29
PREVIOUS CLOSE 7.29
VOLUME 100
52-Week high 7.29
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.29
CLOSE 7.29
VOLUME 100
52-Week high 7.29
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Aarcon Facilities Ltd. (AARCONFACILITIE) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 28th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended on 31stMarch 2021.

1. Financial summary or highlights/Performance of the Company

The financial results for the year as under: (Rupees in Lacs)

Particular Year ended 31.03.2021 Year ended 31.03.2020
Sales & Other Income 48.45 15.09
Profit before Depreciation 10.25 (7.92)
Less: Depreciation 13.01 13.01
Profit/Loss of the year (2.76) (20.93)
Less: Provision for Taxation 0.00 0.00
Provision for Deferred Tax 0.00 0.82
Profit/Loss After Tax (2.76) (21.75)

2. Dividend

Your Board does not recommend any dividend for the financial year 2020-21.

3. Reserves

Your Board does not propose to carry to any reserves for the financial year 2020- 21.

4. Brief description of the Company's working during the year/State of Company's affair

There was revenue from operation of Rs. 43.76 lacs during the FY 2020-21 as compared toRs. 15.06 lacs during the previous FY 2019-20 and there is loss of Rs. 2.76 lacs duringthe FY 2020-21 as compared to loss of Rs. 21.75 lacs during the previous FY 2019-20.

5. Change in the nature of business if any

There was no change in the nature of business during the FY 2020-21.

6. 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 occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report.

7. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future during the financialyear and or subsequent to the close of the financial year of the Company to which thebalance sheet relates and the date of the report.

The Company had received notices from the BSE in the previous years for the latesubmission / non- compliance of certain provisions of SEBI (LODR) 2015 and BSE hadsuspended the company's listing and freeze the shares of promoters. However the Companyhad settled and paid all the pending dues/penalties levied by the BSE during the yearunder review.

8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The management of the Company has taken adequate steps for internal financial controlswith reference to Financial statements.

9. Details of Subsidiary/Joint Ventures/Associate Companies

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

10. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

11. DEPOSITS

Your Company has not accepted any deposit during the year and there was no deposit atthe beginning of the year. Therefore the details relating to deposits covered underChapter V of the Act is not applicable.

However the Company has accepted unsecured loan of Rs. 9.00 lacs from the Directors ofthe Company during the year under review.

12. STATUTORY AUDITORS

M/s V. J. Amin & Co the existing statutory auditors of the Company had beenappointed at the Annual General Meeting of the Company held on 29/09/2020 for a period offive years and is eligible to act as auditors for the current financial year 2021-22.

13. AUDITORS' REPORT

The observations of the Auditors are explained wherever necessary in an appropriatenotes to the Audited Statement of Accounts.

14. SHARE CAPITAL

During the year under review the Company has not issued any securities nor has grantedany stock option or sweat equity.

15. EXTRACT OF THE ANNUAL RETURN

The Ministry of Corporate Affairs vide notification dated 05/03/2021 has amended /substituted Rule No 12 the Companies (Management and Administration) Rules 2014 andwithdrew the requirement of attaching the Extract of Annual return in Form MGT-9 in theBoard Report hence Form MGT-9 has not been provided.

The Company doesn't have any website therefore the web-link has not been provided.

16. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are attached herewith (Annexure-A)

17. Corporate Social Responsibility (CSR)

As your Company does not fall under the class of Companies specified under section 135of the Companies Act 2013 for spending any sum towards Corporate Social Responsibility asNet worth of the Company is below Indian Rupees 500 crore or Turnover is below IndianRupees 1000 crore or a Net Profit is below Indian Rupees 5 crore during the precedingfinancial year ended on 31st March 2020 and therefore the Company has notspent any sum towards Corporate Social Responsibility during the financial year 2020-21.

18. Directors

A) Changes in Directors and Key Managerial Personnel

? Mr. Bharat Ramchandra Gupta was re-appointed as Managing Director of the Company fora period of three years with effect from 1st April 2020 at the Extra- OrdinaryGeneral Meeting scheduled on 25th March 2020 and adjourned & held on 1stApril 2020.

? Mrs. Anupama Bharat Gupta Director of the Company retired by rotation andre-appointed at the annual general meeting held on 29th September 2020.

? Mr. Mahendra Bahgwansinh Chauhan was appointed as an Additional Director of theCompany w.e.f. 29th September 2020 at the meeting of the Board of Directorsheld on 29th September 2020.

? Mr. Kamal Bachubhai Pandya was ceased to be an Independent Director as he had notbeen reappointed at the annual general meeting held on 29th September 2020.

? Mr. Bharat Ramchandra Gupta Managing Director of the Company was appointed as ChiefFinancial Officer (CFO) of the Company w.e.f. 8th October 2020 at the meetingof the Board of Directors held on that day.

? Ms. Krishna Tejashkumar Naik (PAN: BBGPN6298F) was appointed as Company Secretary(CS) of the Company w.e.f. 8th October 2020 at the meeting of the Board ofDirectors held on that day.

B) Declaration by an Independent Director(s) and re- appointment if any

Declaration by Mr. Kamal Bachubhai Pandya Independent Director of the Company hasbeen received that they meet the criteria of independence as provided in sub-section (6)of Section 149 of the Companies Act 2013.

Mr. Bharat Ramchandra Gupta Director of the Company retiring by rotation and eligiblefor re-appointment and Mr. Mahendra Bahgwansinh Chauhan Director of the Company whoappointed as an Additional Director and proposed to be appointed as Director at theensuing AGM have given their consent and declarations under form DIR-8 pursuant toSection 164(2) read with Rule 14(1) of Companies (Appointment and Qualification ofDirectors) Rules 2014.

Details of director seeking re-appointment as per regulation 36 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015with the Bombay stock exchange is attached herewith. (Annexure- E).

C) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and individual Directors which includes criteria for performanceevaluation of executive directors and non-executive directors.

In evaluating the suitability of individual Board members the Committee may take intoaccount factors such as:

i. General understanding of the Company's business;

ii. Educational back ground and experience:

iii. Personal and professional ethics integrity and values;

iv. Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.

D)Opinion of the Board:

Your Board is of opinion that independent directors of the Company appointed /reappointed at the last AGM possess requisite qualifications experience and expertiseand they hold good standard of integrity in various fields. However there was noindependent director have been appointed during the financial year 2020-21.

19. Number of meetings of the Board of Directors

During the year from 1st April 2020 to 31st March 2021 theBoard of Directors met seven times on the following dates:

Sr. No. Date Board Strength No. of Directors Present
1 30/06/2020 3 3
2 25/08/2020 3 3
3 29/09/2020 2 2
4 08/10/2020 3 3
5 07/11/2020 3 3
6 29/01/2021 3 3
7 30/03/2021 3 3

20. Audit Committee

The Audit Committee of the Company comprising of the following Directors of the Boardtill 29/09/2020:

Sr. No. Name of the Director Designation
1 Mr. Kamal Bachubhai Pandya Non-Executive Independent Director
2 Mrs. Anupama Bharat Gupta Non-Executive Director
3 Mr. Bharat Ramchandra Gupta Executive Director

Due to cessation of Mr. Kamal Bachubhai Pandya from the office of independentdirectorship the audit committee had been reconstituted as follow:

Sr. No. Name of the Director Designation
1 Mrs. Anupama Bharat Gupta Non-Executive Director
2 Mr. Mahendra Bahgwansinh Chauhan Non-Executive Director
3 Mr. Bharat Ramchandra Gupta Executive Director

There was no occasion regarding non acceptance of any recommendation of the AuditCommittee during the year.

Audit Committee meetings were held on 30/06/2020 25/08/2020 07/11/2020 and 29/01/2021during the year.

Note: The constitution of above committee doesn't comply with the provision of theSection 177(2) of the Companies Act 2013 as there is no independent director in thecommittee.

21. Details of establishment of vigil mechanism for directors and employees

Your Board has established vigil mechanism pursuant to rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 to oversee the efficient working of thevigil mechanism.

The vigil mechanism Committee of the Company comprising of the following Directors ofthe Board till 29/09/2020:

Sr. No. Name of the Director Designation
1 Mr. Kamal Bachubhai Pandya Non-Executive Independent Director
2 Mrs. Anupama Bharat Gupta Non-Executive Director
3 Mr. Bharat Ramchandra Gupta Executive Director

Due to cessation of Mr. Kamal Bachubhai Pandya from the office of independentdirectorship the vigil mechanism Committee had been reconstituted as follow:

Sr. No. Name of the Director Designation
1 Mrs. Anupama Bharat Gupta Non-Executive Director
2 Mr. Mahendra Bahgwansinh Chauhan Non-Executive Director
3 Mr. Bharat Ramchandra Gupta Executive Director

The Company has framed a whistle blower policy in terms of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulation 2015.

22. Nomination and Remuneration Committee

The Nomination And Remuneration Committee of the Company comprising of the followingDirectors of the Board till 29/09/2020:

Sr. No. Name of the Director Designation
1 Mr. Kamal Bachubhai Pandya Non-Executive Independent Director
2 Mrs. Anupama Bharat Gupta Non-Executive Director
3 Mr. Bharat Ramchandra Gupta Executive Director

Due to cessation of Mr. Kamal Bachubhai Pandya from the office of independentdirectorship the Nomination And Remuneration Committee had been reconstituted as follow:

Sr. No. Name of the Director Designation
1 Mrs. Anupama Bharat Gupta Non-Executive Director
2 Mr. Mahendra Bahgwansinh Chauhan Non-Executive Director
3 Mr. Bharat Ramchandra Gupta Executive Director

The policy formulated by Nomination And Remuneration Committee:

The terms of reference of the committee inter alia include succession planning forBoard of Directors and Senior Management Employees identifying and selection ofcandidates for appointment of Directors/Independent Directors based on certain laid downcriteria identifying potential individuals for appointment of Key Managerial personneland other senior managerial position and review the performance of the Board of Directorsand Senior Management personnel including Key managerial personnel based on certaincriteria approved by the Board. While reviewing the performance the committee ensuresthat the remuneration is reasonable and sufficient to attract retain and motivate thebest managerial talents remuneration commensurate with the performance of individual andgroup and also maintains a balance between both short and long term objectives of thecompany.

The meeting of Nomination and Remuneration committee was held on 29/01/2021 during thefinancial year under review.

Note: The constitution of above committee doesn't comply with the provision of theSection 178(1) of the Companies Act 2013.

23. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprising of the followingDirectors of the Board till 29/09/2020:

Sr. Name of the Director No. Designation
1 Mr. Kamal Bachubhai Pandya Non-Executive Independent Director
2 Mrs. Anupama Bharat Gupta Non-Executive Director
3 Mr. Bharat Ramchandra Gupta Executive Director

Due to cessation of Mr. Kamal Bachubhai Pandya from the office of independentdirectorship the Stakeholders Relationship Committee had been reconstituted as follow:

Sr. Name of the Director No. Designation
1 Mrs. Anupama Bharat Gupta Non-Executive Director
2 Mr. Mahendra Bahgwansinh Chauhan Non-Executive Director
3 Mr. Bharat Ramchandra Gupta Executive Director

The meeting of Stakeholders Relationship committee was held on 29/01/2021 during theyear under review.

24. Particulars of loans guarantees or investments under section 186

The Company has not given any loan guarantees or investments under section 186 to anyperson or body corporate except loan to employees of the Company as per Company's policyfor employees.

25. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contract or arrangement with related partyreferred to in sub-section (1) of section 188 of the Companies Act 2013. Form No. AOC -2regarding transactions under section 188 of the Companies Act 2013 is enclosed herewith(Annexure-B).

26. Managerial Remuneration:

Disclosures pursuant to section 197(12) of the Companies Act 2013 read with Rule 5(1)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are enclosed herewith (Annexure-C).

27. Secretarial Audit Report

The Secretarial Audit Report pursuant to section 204(1) of the Companies Act2013 givenby M/s. Dinesh Mehta & Co. a Company Secretary in practice enclosed herewith(Annexure-D).

The Secretarial Audit Report does not contain any qualification reservation or adverseremark except:

a) The Company has not appointed chief financial officer and company secretary asrequired under section 203 of the Companies Act 2013 and the Company has not appointedqualified Company Secretary as compliance officer of the Company as per Regulation 6 ofSEBI LODR till 08/10/2020. However the Company has complied by appointing CS and CFO atthe meeting of the Board of Directors held on 08/10/2020.

b) The Company has not appointed Internal Auditor as required under Section 138 of theCompanies Act 2013 for the FY 2020-21.

c) The Audit committee of the Company was not constituted as required under Section 177of the Companies Act 2013 during the year under review due to not forming a majority byindependent directors.

d) The Nomination and Remuneration committee of the Company has not been constituted asrequired under Section 178 of the Companies Act 2013 which requires three or morenon-executive directors out of which not less than one half shall be independentdirectors.

e) The Company has not published quarterly / annual financial result in any newspaperduring the year under review as required under Regulation 33 and 47 of SEBI (LODR)Regulation 2015.

f) The promoters of the Company do not hold 100% of shares in dematerialization form asper Regulation 31 of SEBI (LODR) Regulation 2015 till 31st March 2021.

g) The Company does not maintain website in accordance with regulation 46 of SEBI(LODR) Regulation 2015.

Explanation:

a) The Company was looking for the suitable candidate and therefore the Board ofDirectors appointed CS and CFO at their meeting held on 08/10/2020.

b) As the financial position of the Company is not sound and continued to loss duringthe financial year 2020-21 (period under review) the Company had not appointed internalauditor. However the Company has appointed internal auditors for the FY 2021-22 at theirmeeting held on 28th June 2021.

c) The Company is in search of the proper candidate for the position of an

Independent Director and could not find proper person to fill in vacancy of an

Independent Director. Audit committee of the Company will be re-constituted afterappointment of Independent Director as required under Section 177 of the Companies Act2013.

d) The Company is in search of the proper candidate for the position of an

Independent Director and could not find proper person to fill in vacancy of an

Independent Director. The Nomination and Remuneration committee of the Company will bere-constituted after appointment of Independent Director as required under Section 178 ofthe Companies Act 2013.

e) As the financial position of the Company is not sound and continued to make lossduring the financial year 2020-21 (period under review) the Company has not publishedquarterly / annual financial result in any newspaper during the year under review.

f) The Company had applied for the dematerialization of shares and updated with thestock exchange regarding 100% dematerialization of shares of the Promoters as on 30thJune 2021.

g) Due to the poor financial position of the Company the costing to maintain websitewill be very difficult therefore Company is unable to maintain the website of the Company.

28. Corporate Governance Report

As stipulated in the Regulation 72 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulation 2015 the Company does not require tocomply with Regulation 17 to Regulation 27 of the said regulation as Paid-up Capital doesnot exceed Rs. 10 Crores or Net worth does not exceed Rs. 25 Crores which is specified inRegulation 15 and hence did not need to obtain Corporate Governance Report.

29. Disclosures required under Schedule V regarding Annual Report pursuant toRegulation 34(3) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulation 2015:

Disclosures mentioned in Para A of Schedule V:

Disclosures regarding compliance with the Accounting Standard on 'Related PartyDisclosures' has been given in the notes to the accounts.

Disclosures mentioned in Para B of Schedule V:

The Management Discussion and Analysis Report has been attached along with theDirectors' Report as Annexure - F.

Disclosures mentioned in Para C D and E of Schedule V:

Pursuant to Regulation 15(2) of of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulation 2015 Para C D and E of Schedule Vdoes not apply to the Company.

Disclosures mentioned in Para F of Schedule V:

There are no shares in demat suspense account or unclaimed suspense account.

30. Code of Conduct

The Company has adopted a code of conduct for its directors and designated seniormanagement personnel. All the Board members and senior management personnel followcompliance of code of conduct.

31. Risk management policy

In today's economic environment Risk Management is a very important part of business.The main aim of risk management is to identify monitor and take precautionary measures inrespect of the events that may pose risks for the business. Your Company's risk managementis embedded in the business processes. Your company has identified the following risks:

Key Risk Impact to Aarcon Facilities Limited Mitigation Plans
Recession in reality market. Risk of recession in reality affects the function of the Company. The Company does not launch any new project during recession period.
Interest Rate Risk Any increase in interest rate can affect the finance cost Company has enough fund to meet the need arises.
Competition Risk Every company is always exposed to competition risk. By continuous efforts to enhance the brand image of the Company.
Compliance Risk - Increasing regulatory Requirements. Any default can attract penal provisions By regularly monitoring and review of changes in regulatory framework.

32. Directors' Responsibility Statement

Your Directors state that—

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. the directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;

c. the directors had 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 had prepared the annual accounts on a going concern basis; and

e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

33. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

The Company has framed an anti-harassment policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee has been set up to redress complaints received regularly. Allemployees (permanent contractual temporary trainees) are covered under the policy.There was no compliant received from any employee during the financial year 2020-21 andhence no complaint is outstanding as on 31/03/2021 for redressal.

34. Compliance with Secretarial Standards and SEBI (Listing Obligation and DisclosureRequirement) Regulations.2015:

The Company has complied with secretarial standards issued by the Institute of CompanySecretaries of India and SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 as applicable to the Company from time to time except the following:

1. Regulation 6 of LODR - The Company has not appointed qualified Company Secretary ascompliance officer of the Company for a part of the year under review. However theCompany has appointed Ms. Krishna Naik Company secretary as compliance officer of theCompany with effect from 08/10/2020.

2. Regulation 47 of LODR - The Company does not publish any information as mentioned inthe said provision.

3. Regulation 31 of LODR - The promoters of the Company does not hold 100% of shares indematerialization form till 31st March 2021. The Company had applied fordematerliazation of shares and reported 100% shares of promoters in demat form as on 30thJune 2021.

35. Acknowledgements

The Board of Directors gratefully acknowledge the assistance and co-operation receivedfrom the Bank of India Indusind Bank and all other statutory and non- statutory agenciesfor their co-operation.

The Board of Directors also wish to place on record their gratitude and appreciation tothe members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Companyfor their dedication and loyalty.

Date: 13th August 2021 By Order of the Board of Directors
Regd. Office: 401 402 Earth Complex Opp. Vaccine Institute Old Padra Road Vadodara Gujarat 390015 Bharat Ramchandra Gupta Managing Director & CFO DIN: 00547897 Anupama Bharat Gupta Director DIN: 02221605

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