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Aroma Enterprises (India) Ltd.

BSE: 531560 Sector: Others
NSE: N.A. ISIN Code: INE371M01012
BSE 00:00 | 18 May 17.05 0.80






NSE 05:30 | 01 Jan Aroma Enterprises (India) Ltd
OPEN 17.05
52-Week high 23.40
52-Week low 14.25
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.05
CLOSE 16.25
52-Week high 23.40
52-Week low 14.25
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Aroma Enterprises (India) Ltd. (AROMAENT) - Director Report

Company director report


The Members

Aroma Enterprises (India) Limited Ahmedabad



The Board of Directors hereby submits the report of the business andoperations of your company along with the audited financial statements for the financialyear ended March 31 2021.

PARTICULARS 2020-2021 2019-2020
Revenue from Operation - 70946810
Other Income 14624342 14324094
Profit/loss before Depreciation Finance Costs (23515843) (49239814)
Exceptional items and Tax Expenses
Less: Depreciation/ Amortisation/ Impairment 1125916 1632748
Profit/loss before Finance Costs Exceptional items and Tax Expenses (22389927) (47607066)
Less: Finance Costs 179681 824981
Profit/loss before Exceptional items and Tax Expenses (22210246) (46782085)
Add/Less: Exceptional items (20334277) 0
Profit/loss before Tax Expenses (1875969) (46782085)
Less: Tax Expenses (Current & Deferred) (84196) (197768)
Profit/loss for the Year (1) (1791773) (46584317)
Total Comprehensive Income/Loss(2) 0 0
Total (1+2) (1791773) (46584317)


The Total income from the operations is Rs 14624342/- and theexpenditure incurred during the year is Rs.36834587/-. Further Net Loss of the companyis Rs. 1791773/- which is lower than loss of previous year company of Rs. 46584317/-.


The Board of Directors of your Company has decided not to transfer anyamount to the Reserves for the year under review.


The Board of Directors of your Company after considering holisticallythe relevant circumstances has decided that it would be prudent not to recommend anyDividend for the year under review.


a) State of the company's affair:

The Company is currently into the buying selling and trading ofCigarettes with the brand named "One & Only" and commissioning of Coal.

b) Change in Nature of Business:

During the year there has been no change in the nature of the businessof the Company.

c) Material changes and commitments affecting the financial position ofthe company:

There has been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of the report.


2.1 Overview of the Industry and important changes in the industryduring the last year:

The global tobacco market size was valued at USD 932.11 billion in 2020and is expected to expand at a compound annual growth rate (CAGR) of 1.8% from 2021 to2028. It has been observed that the number of smokers has been rising at the global level.This trend is further propelled by the launch of new products including various flavoredtobacco products such as clove cigarettes and menthol cigars. These factors together areexpected to drive the market over the next few years. Moreover over the past few yearswith consumers gradually inclining toward smoking alternatives the introduction ofinnovative tobacco products in varied taste options has become imperative. As a resultmanufacturers have focused on premium tobacco products produced with flue-cured tobaccoand fine whole leaf.

2.2 External Environment and Economic Outlook:

The year 2020 proved to be a tumultuous one for the global economy inthe wake of the COVID-19 pandemic that unleashed unprecedented disruption to human lifeand economic activity the world over. However repeated waves of virus outbreak impededthe recovery momentum necessitating the re-imposition of mobility restrictions andcontainment measures which stalled the normalization process and slowed down the pace ofEconomic recovery. While many economies are on the path to recovery on the back ofmeasures towards virus containment vaccination drives stimulus packages etc. theoutlook remains challenging on account of divergence in the shape and pace of recovery aswell as the potential for medium-to-long term economic scarring from the crisis.


During the year under review the company has neither issued nor boughtback shares. The Capital of the company remains same as under.

Authorized Share Capital Rs.75000000 divided into 7500000 shares of Rs. 10 each
Issued Share Capital Rs.50000000 divided into 5000000 shares of Rs. 10 each
Paid Up share Capital Rs.49404000 divided into 4940400 shares of Rs. 10 each

The Capital of the Company consists of only Equity shares and nodebenture or any other debt securities issued by the company.


During the year the company has not issued any securities and notraised any loan which requires credit rating hence credit rating provision is notapplicable on company and has not obtained any credit rating during the year.


The Company was not required to transfer any amount to the InvestorEducation and Protection Fund.


6.1 Directors and Key Managerial Personnel:

Board Composition:

The constitution of the Board (as on 31/03/2021) and the attendance ofthe Directors are given below:

Name of the Director Category of the Director (NE/E/ID) Designation No. of Directorship No. of Meetings attend ed Details of committee Chairman Presence in previous Member AGM
Snehal Ajitbhai Patel Executive Director Managing Director 10 6 6 15 No
Chirag Rawal Independent Director Director 1 6 - 16 Yes
Manisha Sagar Bhatewara Independent Director Director 2 6 12 No



1. Appointments:

There has been no appointment of any director in the company during theyear under review.

2. Re-appointment:

There has been no re-appointment of Directors during the financial year2020-2021 however after the end of the financial year Mrs. Manisha Bhatewara has beenreappointed for a further tenure of 05 years with effect from 01st June 2021.

Key managerial person:

There has been no change in the composition of the Key ManagerialPersonnel (KMP) during the financial year under review. However after the end of thefinancial year Mr. Snehal Patel has been re-appointed as a Managing Directors of thecompany for a further tenure of 05 years with effect from 01st June 2021.

6.2 Independent Director:

There has been no change in the constitution of Independent Directorfor the financial year 2020-2021 however after the end of the financial year Mrs. ManishaBhatewara has been re-appointed for a further tenure of 05 years with effect from 01stJune 2021.

6.3 Independent director's declaration and statement on complianceof code of conduct:

The company has received necessary declarations from each IndependentDirector under Section 149(6) and 149(7) of the Companies Act 2013 and regulation16(1)(b) and regulation 25(8) of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 that they meet the criteria of independence laid down thereunder.

The Independent Directors of the company have complied with the codefor Independent Directors as prescribed in Schedule IV of the act.

As on 31st March 2021 half of the Board Members consist ofIndependent Directors having rich experience in their fields and they have added value tothe management of the company. An enlightened Board consciously creates a culture of Boardleadership to provide a long-term vision and policy thinking in order to improve thequality of governance. The Board's actions and decisions are aligned with theCompany's best interests.

Independent Directors of the company met 1 (One) time during the year2020 - 2021 dated 18/03/2021 without the attendance of Non Independent Director andmembers of the Board.

6.4 Board Meetings:

During the period under review 06 (Six) Board Meeting were held by theBoard of Directors to transact various business items.

The details are as mentioned below: .

Sr. No Date and Day of the Board Meeting Sr. No Date and Day of the Board Meeting
1 11/06/2020 (Thursday) 4 15/09/2020(Tuesday)
2 31/07/2020 (Friday) 5 10/11/2021(Tuesday)
3 05/09/2020 (Saturday) 6 13/02/2021(Saturday)

6.5 Committees:

1. Audit Committee:

a) Brief Description

The primary object of the Audit Committee is to monitor and provide aneffective supervision of the Management's financial reporting process to ensureaccurate and timely disclosures with the highest level of transparency integrity andquality of financial reporting. The committee oversees the work carried out in thefinancial reporting process by the Management the internal auditor the statutory auditornotes the processes and safeguards employed by each of them.

b) Constitution and Composition of Audit Committee

The Company has in accordance with the Section 177 of the companiesAct 2013 and Regulation 18 of SEBI (Listing obligations and Disclosure Requirements)2015 constituted the

Audit Committee.The Audit Committee met 05 (Five) times during the lastfinancial year on the following dates:

Sr. No. Date and Day of the Meeting Sr. No. Date and Day of the Meeting
1. 08/06/2020 (Monday) 4. 09/11/2020 (Monday)
2. 30/07/2020 (Thursday) 5. 12/02/2021 (Friday)
3. 14/09/2020 (Monday) -

The constitution of the Committee (as on 31/03/2021) and the attendanceof each member of the Committee are given below:

Name of the Member Type of Director Category No. of Meetings Attendance
Mr. Chirag Rawal Independent Director Chairman & Member 5 5
Mrs. Manisha Bhatewara Independent Director Member 5 5
Mr. Snehal Patel Managing Director Member 5 5

2. Nomination & Remuneration Committee a) Constitution &Composition of Nomination & Remuneration Committee:

The Company has in accordance with Section 178(1) of the companies Act2013 and Regulation 19 of SEBI (Listing obligations and Disclosure Requirements) 2015constituted the Nomination & Remuneration Committee. The main function of theNomination & Remuneration Committee is the formulation and recommendation of thepolicy for the appointment removal performance evaluation of the directors & theconsideration to be paid to them and other matters as may be determined by the committeeand the prevailing provisions for formulation of criteria for evaluation of IndependentDirectors and Board. Further to recommend/review remuneration of Directors based on theirperformance and carry out functions as mandated by Board from time to time.

The Committee consists of Mr. Chirag Rawal Mrs. Manisha Bhatewara andMr. Snehal Patel and there has been no meeting which is conducted by the Nomination andRemuneration Committee.

3. Stakeholders Relationship Committee:

The Company has formulated the Stakeholders Relationship Committee inaccordance with the Section 178(5) of the Companies Act 2013 and SEBI (ListingObligations and Disclosures

Requirements) Regulations 2015 as entered into by the Company. Thefunction of the Stakeholders Relationship Committee is to look into complaints if any andredress the same expeditiously. Besides the committee approves allotment transfer &Transmission of shares Debentures issue of any new certificates on split / consolidation/ renewal etc. as may be referred to it. During the relevant financial year 4 (Four)Committee Meetings were held on following dates:

Sr. No. Date and Day of the Meeting Sr. No. Date and Day of the Meeting
1 15/06/2020 (Monday) 3 05/12/2020 (Saturday)
2 10/09/2020 (Thursday) 4 25/02/2021 (Thursday)

The constitution of the Committee as on 31/03/2021 is as under:

Name of the Member Type of Director Category No. of Meetings Attendance
Mr. Chirag Rawal Independent Director Chairman &Member 4 4
Mr. Snehal Patel Managing Director Member 4 4

Company has not received Complain from shareholders of the Companyduring the year of review which is yet pending.

The details of the Compliance Officer and the details of complaintsreceived / solved / unsolved during the year are as follows:

Compliance Officer:

Name: Mr. Abdul qadir Shoeb Hajiwala Company Secretary& ComplianceOfficer Mail Id: Contact No.:079-27540175

Compliant received during the year* Compliant solved during the year Compliant pending during the year*
- - -

Note: The Company had not received any investor complaint in the year2020-2021.

4. Independent Directors' Meeting:

The Independent Directors of the Company met during the year on18/03/2021without the attendance of non Independent Directors and members of the Board.The Independent Directors reviewed the performance of the non-independent Directors andBoard as whole. The performance of the Chairman taking into account the views of executiveDirectors and non-executive Directors assessed the quality quantity and timeline of flowof information between company management and Board.

6.6 Recommendation of Audit Committee:

There were no transactions which were recommended by the auditcommittee and not accepted by the board of the directors of the company.

6.7 Company's Policy on Directors appointment and remuneration:

The current policy is to have an appropriate mix of executive andindependent directors to maintain the independence of the board and separate itsfunctions of governance and management. The policy of the Company on directors'appointment and remuneration including the criteria for determining qualificationspositive attributes independence of a director and other matters as required undersub-section (3) of Section 178 of the Companies Act 2013 is available at company'swebsite

There has been no change in the policy since last fiscal. We affirmthat the remuneration paid to the directors is as per the terms laid out in the Nominationand Remuneration Policy of the Company.

6.8 Board Evaluation:

During the year the Board adopted a formal mechanism for evaluatingits performance and as well as that of its Committees and individual Directors includingthe Chairman of the Board.

The evaluation framework for assessing the performance of Directors(including Independent Directors) comprises of the following key areas:

• Attendance and participation in the Meetings and timely inputson the minutes of the meetings.

• Adherence to ethical standards & code of conduct of Companyand disclosure of non independence as and when it exists and disclosure of interest.

• Raising of valid concerns to the Board and constructivecontribution to resolution of issues at meetings.

• Interpersonal relations with other directors and management.

• Objective evaluation of Board's performance renderingindependent unbiased opinion.

• Understanding of the Company and the external environment inwhich it operates and contribution to strategic direction.

• Safeguarding interest of whistle-blowers under vigil mechanismand Safeguard of confidential information.

The evaluation involves Self-Evaluation of the Board Member andsubsequently assessment by the Board of Directors. A member of the Board will notparticipate in the discussion of his / her evaluation.

1. Observations of board evaluation carried out for the year:

2. Previous year's observation s and actions taken:

3. Proposed actions based on current year observations:

6.9 Remuneration of Directors and Employees of Listed companies:

Pursuant to the Sub Rule (2) of the Rule 5 of the Companies(Appointment & Remuneration or Managerial Personnel) Rules 2014 and Amendment rules2016 read with Section 197 of the Act no employees was in receipt of the remuneration inaggregate to Rs. One Crore Two Lakhs per annum or Rs. Eight Lakh Fifty Thousand per monthor at a rate in excess of that drawn by the Managing Director / Whole time director ofManager and holds himself or along with his spouse & dependent children not less thantwo percent of the equity shares of the Company. Further the information requiredpursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of employees of the Company will be providedupon request.

In terms of Section 136 of the Act the Report and Accounts are beingsent to the Members and others entitled thereto excluding the information onemployees' particulars which is available for inspection by the Members at theRegistered Office of the Company during the business hours on working days of the Companyup to the date of the ensuing Annual General Meeting. If any Member is interested inobtaining a copy thereof such Member may write to the Company Secretary in this regard.

As per the provisions of Section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the details of the ratio of the remuneration of each director to the medianemployee's remuneration are described in the "Annexure-I" tothis report.

Further in pursuance to the Rule 5(2) of the Companies (Appointmentand Remunerations of Managerial Personnel) Rules 2014 the details of the employeesemployed throughout the financial year or part thereof was in receipt of remuneration inthat year which in the aggregate or as the case may be at a rate which in theaggregate is in excess of that drawn by the Managing Director or Whole Time Directors orManager and holds by himself or along with his spouse and dependent children not lessthan two per cent of the equity shares of the company is not being feasible for thecompany as the company currently pays sitting fees to the director of the company.

6.10 Remuneration received by Managing Director/ Whole time Directorfrom holding or subsidiary company:

There is no such amount received by the Managing Director/ Whole timeDirector as the company does not have any holding company or subsidiary company.

6.11 Director's responsibility statement:

Pursuant to the provisions of Section 134(5) of the Companies Act2013 the board of directors to the best of their Knowledge and ability confirm and statethat

I. In the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

II. The Directors had selected such accounting policies and appliedthem consistently and made judgments and Estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the company for that period;

III. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

IV. The Directors had prepared the annual accounts on a ‘goingconcern' basis;

V. The Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

VI. The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

6.12 Internal Financial Controls:

The Company has an adequate system of internal control procedures whichis commensurate with the size and nature of business. Detailed procedural manuals are inplace to ensure that all the assets are safeguarded protected against loss and alltransactions are authorized recorded and reported correctly. The internal control systemsof the Company are monitored and evaluated by internal auditors and their audit reportsare periodically reviewed by the Audit Committee of the Board of Directors. Theobservations and comments of the Audit Committee are also generally placed before theBoard. Some key features of the company's internal controls systems have beenprovided in the Management discussion and Analysis Report as Annexure IV whichbeing annexed to this report.

6.13 Frauds reported by the Auditor:

In pursuance to the Section 134(3)(ca) of the Companies Act 2013("the Act") there has been no reported frauds being detected by the Auditor ofthe Company in accordance with the Section 143(12) of the Act.


The Company does not have any Subsidiary Associates Company or JointVenture.


The Company has not invited or accepted deposit within the meaning ofsection 73 of the Companies Act 2013 read with rules made there under from the publicneither does have any unpaid or unclaimed deposits along with interest during the year.Further the company has not made any default in repayment of deposits or payment ofinterest thereon as no deposits have been invited or accepted by the Company during theyear. Furthermore there are no such deposits which are not in compliance with therequirements of Chapter V of the Act.


The Details of loan guarantees or investment as per section 186 of theact are provided in the notes to the financial Statement.


The company has not entered into Related Party Transaction referred toin Section 188(1) of the Companies 2013 and as a reason form AOC-2 has not been appendedto the Board's report.


Your company is not falling under the criteria mention as per Section135 (1) of the Companies Act 2013 and the companies (Corporate Social Responsibilities)Rules 2014. Hence the company has not developed and implemented any corporate SocialResponsibilities initiatives.


Conservation of Energy and Technology Absorption:

During the year under review there are no manufacturing activitiesundertaken by the company. However the company has made necessary endeavor to conserverthe non-renewable resources and Energy and has taken utmost care to use the latesttechnology to conserve the energy.

Foreign Exchange Earnings : Nil (Previous Year : Nil)

Foreign Exchange Expenditure : Nil (Previous Year: Nil)


Considering the present condition of the company the company hasformulated the risk management policy. The board is being regularly provided withinformation which may have potential threat of risk as and when required.


The Company has established a "Whistle Blower and Vigil MechanismPolicy" for Directors and employees to report the genuine concerns as per theprovisions of Section 177 (9) of the Companies Act 2013. However the Section is notapplicable to the Company but the company has formed the policy as a part of goodgovernance and such policy is available at company's website


There have been no material changes and commitments affecting thefinancial position of the company which have occurred between the end of the financialyear of the company to which the financial statements relate and the date of the report.


Internal Auditor:

In pursuance to the provisions of Section 138 of the Companies Act2013 your Company has appointed NMV & Associates Chartered Accountants to conductinternal audit of the Company.

Statutory Auditor:

Pursuant to the provisions of Section 139 of the Act read with rulesmade thereunder as amended from time to time M/s. Sunil Dad & Co. (FRN: 126741W)Chartered Accountants (Firm Registration No 126741W) were appointed as statutory auditorsof the Company to hold office till the conclusion of the 30th Annual GeneralMeeting (AGM) of the Company who shall continue his tenure for the remaining period of 03(Three) years and M/s. JPMK and Company Chartered Accountants (Firm Registration No.:124193W) who were also appointed as statutory auditors of the Company to hold office tillthe conclusion of the 30th Annual General Meeting (AGM) has shown hisunwillingness to continue as the statutory auditor of the company so the company willconsider the unwillingness as the Resignation of M/s. JPMK and Company CharteredAccountants (Firm Registration No.: 124193W).

The Board of Directors of the Company at their meeting held onSeptember 04 2021 on the recommendation of the Audit Committee have recommended theratification of M/s. Sunil Dad & Co. (FRN: 126741W) as one of the joint statutoryauditors of the Company to the members at the 27thAnnual General Meeting of theCompany for the remaining tenure of 3 years. Further of M/s. JPMK and Company CharteredAccountants (Firm Registration No.: 124193W) have tendered their resignation vide theirletter dated September 04 2021informing their inability to continue as the StatutoryAuditors of the Company. The Audit Committee and Board at their respective meetings placedon record their appreciation to M/s. JPMK and Company Chartered Accountants for theircontribution to the Company with their audit processes and standards of auditing.

The observations and comments if any marked in the Auditors'Report are self-explanatory and therefore do not call for any further comments.

Cost audit report:

As per section 148 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 company does not fall under the criteria mentioned inthe Rules.

Secretarial Auditor:

Ms. Hetanshi Shah Practicing Company Secretaries has been appointedfor the purpose of conducting Secretarial Audit of the Company.

As the company have claimed exemption under the Regulation 15 of SEBIListing Obligation (Disclosure & Requirements) Regulations 2015 for CorporateGovernance the provisions of Annual secretarial compliance report as per circular dated 08thFebruary 2019 is not applicable on the Company.


The Secretarial Audit Report is appended to this report as "AnnexureIII".


Explanation to the observations given in the Independent Audit report:

The observations and comments if any marked in the Auditors'Report are self-explanatory and therefore do not call for any further comments.


Explanation to the observations given in the Secretarial Audit report:

In respect of the observations made in the Secretarial Audit Report wewould like to justify the observations as follows the company in order to have a fairconstitution of the Nomination and Remuneration Committee as per Section 178 of theCompanies Act 2013 will appoint a non-executive director and adhere to the constitution.


The Board of Directors state that the company has complied with theapplicable Secretarial Standards issued by the Institute of Company Sectaries of India.


The Extract of Annual Return in Form MGT-9 as provided under Section 92(3) of the Companies Act 2013 is annexed herewith as "Annexure II".

Web-link of Annual Return:

The Company is having website and annual returnof Company has been published on such website.


As per the criteria mention in the regulation 15 of SEBI ListingObligation (Disclosure & Requirements) Regulations 2015 company is not falling underthe same and the company has claimed exemption from SEBI. Hence company has not submittedcorporate governance report with the stock exchange for the period under review.


The Management Discussion and Analysis Report as per the Regulation 34of the SEBI Listing Obligation (Disclosure & Requirements) Regulations 2015 is partof the Annual Report as " Annexure-IV".


The Company has always provided a congenial atmosphere for work to allemployees that are free from discrimination and harassment including sexual harassment. Ithas provided equal opportunities of employment to all without regard to their castereligion color marital status and sex. The Company has also framed a Policy on"Prevention of Sexual Harassment" at the workplace. There were no cases reportedunder the said Policy during the year.


The Equity shares of your company are listed on BSE (Bombay StockExchange). The Listing fees for the Year 2020 - 2021 have been paid to the StockExchanges.


Sr. no. Name of Promoter Nature of Transaction Amount
1. Mr. Snehal Patel Sitting Fees 750000


With the advent of the new Securities & Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the listed entitiesare required to make disclosure in the Annual Report about the details of share in DematSuspense Account / Unclaimed Suspense Account. The details of the same is mentioned below:

Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year NIL
Number of shareholders who approached listed entity for transfer of shares from suspense account during the year NIL
Number of shareholders to whom shares were transferred from suspense account during the year Nil
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year Nil
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares Not Applicable


Your Directors place on record their appreciation and gratitude for theexcellent support the Company has received from its workers employees customers vendorsand shareholders. They also express their sincere thanks to the Bankers and various StateGovernments for the valuable support extended to the Company.


There was no application or any proceedings going on during the yearunder Insolvency and Bankruptcy code 2016.