The Members of
The Aditya Consumer Marketing Limited
Your Directors are pleased to present the 19thAnnuaI Report and the AuditedStatement of Accounts for the year ended 31st March 2021 The Financial results are shownas below
1 Financial Results
( In Crore)
|Particulars ||31.03.2021 ||31.03.2020 |
|Income from Sales (Gross) ||10429 ||93.12 |
|Less: Taxes ||10.58 ||9.80 |
|Income from Sales (Net] ||93.71 ||83.32 |
|Other Income ||0.07 ||014 |
|Total Income ||93.78 ||83.46 |
|Less: Expenditure ||91.SO ||78.45 |
|Profit/fLoss] before interest depreciation and tax ||2.28 ||5.01 |
|Less: Depreciation ||1.89 ||1.87 |
|Interest ||0.36 ||0.72 |
|Provisions for Taxation ||0.02 ||014 |
|Exceptional Items ||- ||1.91 |
|Pro fit/(Loss} before extraordinary item ||0.01 ||0.37 |
|Pro fit/(Loss] after Taxes ||0.01 ||0.37 |
|Profit/(Loss] available for appropriation ||0.01 ||0.37 |
|Profit and Loss Appropriation Account ||- ||- |
|Balance carried to Bala nee sheet ||0.01 ||0.37 |
2 Overview of Company's Financial Performance
Your Company is in the business of multi-location Retail Super Market Beauty and JlairSalon Food & Beverages (Restaurants and Take-A way) and Banquet In this financialyear your Company has earned gross revenue of Rs 104.29 Crore against the saie of Rs.93.12 Crore in the previous year and net revenue of Rs 9371 Crore against the sale ofRs. 83.32 in the previous year registering a growth of 12.47% YOY.
Impact of COVID can be seen directly on profitable businesses iike Restaurants Banquet& Salon because of which company seen a loss Rs 2.40 in the HI of FY 2020-21Consequently company saw a decline in Net profit to Rs 001 Crore for FY2020-2'l(Deeline of Approx 97%) against Rs 037 Crore in the previous year.
Segmental Performance: -Share sale of Salon and Food & Beverages seen a decline dueto COVID where salon was closed for more than 6 months and restaurants are mostly openwith home delivery facility. Retail sale was opened whole year along with the homedelivery facility which in turn gave sale of Rs. 73.33 against the sale of Rs. 82.07registering a growth of 28% approx.
Your Directors regret their inability to recommend any dividend for the financialperiod under review because inadequacy of profit and in: View of the conservation ofresources for proposed expansion of its business operations in other cities
4 Share Capital
The issued subscribed and paid-up equity share capital of the company as on 31stMarch 2021 is Rs 146330070. During the year under review the Company has not issuedshares with differential voting rights nor granted stock options nor sweat equity
5. Transfer to Reserves
During the year under review this item is explained under the head "Reserve &Surplus" forming part of the balance sheet as mentioned in Note no.4 significantpolicies and notes forming part of the Financial Statement
Change in nature of business
During the year under review there is no change in the nature of business of thecompany
7. Review of Operation
During the year under review new activities was started by the company. In order toexpand the operations of your company the Company has a outlet of YO! China atDarbhanga and a outlet of Take-Away-Express with Dine-ln facility at S.K.Furi.
Still we are planning to move towards other Districts of Bihar as we have opened ouroutlets of Restaurants Retail Store and salon at Gaya in the year 2018 and we areplanning to open new unit of Company in Mu/affarpur very soon.
8. Material changes and commitment affecting the financial position of the companyoccurred between the end of the financial year to which these financial statements relateand the date of the report
There were no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year 2020-21 and the date ofthis Report.
2. Directors' Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theHoard hereby submit its responsibility Statement:
a) in the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have 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 as at March 31 2021 and of theprofit/loss of the Company for the year ended on that date;
c} The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d] The Directors have prepared the annual accounts on a 'going concern' basis;
e] The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f] The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
10. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any Subsidiaries Joint Ventures and Associate Companies.
During the financial year 2020-21 your Company has not accepted any fixed depositswithin the meaning of section 73 and 74 of the Companies Act 2013 read together with theCompanies [Acceptance of Deposits) Rules 2014.
12. Directors and key managerial personnel Ap point men Is:
in compliance with the provisions of Sections 196197 & 203 read with Rule 8 ofcompanies (Appointment and remuneration) Rules 2014 and other applicable provisions ifany of the Companies Act at the Board Meeting Mr. Anant Upadhyay & Mr. Atul SinhaNon-Executive Director of your Company was appointed for 5 (Five) years commencing from 16lhNovember 2020 to 15th November 2025.
During the financial year 2020-21 Mr. Chandra Shekhar Prasad Gupta Non-ExecutiveDirector of the Company has resigned from the Company w.e.f 21st December2020
13. Disclosure relating to Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy aiso lays down criteria for selection and appointment of Board Members Thedetails of this policy is explained in Corporate Governance Report
14. Independent Directors' Meeting
Independent Directors of the Company had met during the year under review details ofwhich are given in the Corporate Governance Report.
15. Board Evaluation
Pursuant to the provisions of the Companies Act 201.3 the Board has carried outannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholders Relationship Committees. The manner in which the evaluation has been carriedout has been explained in the Corporate Governance Report.
The details of the number nf Hoard and other Committee meetings of your Company are setout in the Corporate Governance Report Which forms part of this Report.
17 Declaration by independent directors
Your Company has received declarations from each independent director under Section149(7} of the Companies Act 2013 that he/she meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013.
18 Committees of the Board
There are currently three Committees of the Hoard as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
A. Statutory Auditors
At the Annual General Meeting held on September 30 2020 O.R.Tulsyan & co Chartered Accountants (Registration No. KRN 50U028N) were appointed as statutory auditorsof the Company to hold office till the conclusion of the Annual General Meeting to be heldin the calendar year 2021 In this regard the Company has received a certificate from theauditors to the effect that if they are reappointed it would be in accordance with theprovisions of Section 141 of the Companies Act 2013
B. Secretarial Auditor
Ms. K R & Company Practicing Company Secretary Patna was appointed to conductthe secretarial audit of the Company for the financial year 2020-21 as required underSection 204 of the Companies Act 2013 and Rules there under. The secretarial audit reportfor FY 2020-21 forms part of the Annual Report as "Annexure A" to the board'sreport.
C. Cost Auditor
As per the requirement of the Central Government and pursuant to section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 as amendedfrom time to time your company hereby confirms that the provisions of this section is notapplicable hence your company needs not required to appoint cost auditor for thefinancial year 2020-21
20. Auditors* Report
The observations made by the Auditors are self-explanatory and have also been explainedin the notes forming part of the accounts wherever required.
21. Internal Audit and Controls
Your Company has appointed M/s R. P. Sachan & Associates as its Internal Auditor ofthe Company. During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inail areas. Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.
22. Related Party Transactions
During the financial year 2020-21 there were no transactions with related parties whichqualify as material transactions under the lasting Agreement and that the provisions ofsection 188 of the Companies act 2013 are not attracted. Thus disclosure in form AOC-2is not required. Further there were not material related party transactions during theyear under review with the Promoters Directors of Key Managerial Personnel.
23. Corporate Social Responsibility
The Board of Directors of your company hereby confirms that the provisions of section135(1) of the Companies Act 2013 and Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable to our company for the financial year2020-2021.
24. Loans Guarantees and Investments
The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are givenin the notes to the Financial Statements
25. Conservation of Energy. Technology Absorption and Foreign Exchange Earnings &Outgo
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(mj of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are as under:
(A) Conservation of Energy"
The production and manufacturing activities are not carried on by the Company and dueto that no usage of energy. Hence no steps are taken by the Company for conservation ofenergy.
(B) Technology Absorption:
The company has not imported any technology during the year and as such there isnothing to report.
(C) Foreign Exchange Earnings and Outgo:
| ||31.03.2020 ||31.03.2021 |
|Foreign Exchange Earnings ||NIL ||NIL |
|Foreign Exchange Outgoings ||NIL ||NIL |
Z&i Extract of Annual Return
la accordance with Section 134(3)(a] by the Companies Act 2013 an extract of theannual return in the prescribed format is appended as "Annexnre B" to theBoard's report and the Annual Return of the Company in Form MGT-7 has been placed on thewebsite of the Company www.adityaconsumer.com.
27. Vigil Mechanism
Your Company is committed to highest standards of ethical mo raj and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013. Thepolicy provides for a framework and process whereby concerns can be raised by itsemployees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. More details on the vigil mechanism and theWhistle Blower Policy of your Company have been outlined in the Corporate GovernanceReport which forms part of this report.
28. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention.Prohibition and Rcdressall Act 2013.
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under for prevention andredressal of complaints of sexual harassment at workplace.
Company has not received any complaint on sexual harassment during the financial year2020-21.
29. Particulars of Employees
The statement containing particulars of employees as required under Section 197 (12) ofthe Companies Act 2013read with Rule 5 (2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 forms part of this Report as "Annexure -C"
3L Details on internal financial controls related to financial statements
Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions ofthe Companies Act 1956 to the extent applicable. These are In accordance with generallyaccepted accounting principles in India.
31. Significant/Material orders passed by the regulators
There are no significant/material orders passed by the Regulators or Courts ortribunals impacting the going concern status of your Company and its operations in future.
a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and
b) Your Company does not have any RSOP scheme for its employees/Directors.
Your Directors wish to place on record their appreciation towards all associatesincluding Customers Collaborators Government Agencies Financial Institutions BankersSuppliers Shareholders Employees and other who have reposed their confidence in thecompany during the period under review.
|Place: Patna ||By order of the Board of Directors |
|Date: 10 August 2021 ||Sd/~ |
| ||Yashovardhan Sinha |
| ||Chairman & Managing Director |
| ||DIN:01636599 |