Aroma Enterprises (India) Ltd.
|BSE: 531560||Sector: Others|
|NSE: N.A.||ISIN Code: INE371M01012|
|BSE 00:00 | 23 Aug||Aroma Enterprises (India) Ltd|
|NSE 05:30 | 01 Jan||Aroma Enterprises (India) Ltd|
|BSE: 531560||Sector: Others|
|NSE: N.A.||ISIN Code: INE371M01012|
|BSE 00:00 | 23 Aug||Aroma Enterprises (India) Ltd|
|NSE 05:30 | 01 Jan||Aroma Enterprises (India) Ltd|
Aroma Enterprises (India) Limited Ahmedabad
1. COMPANY SPECIFIC INFORMATION: 1.1 FINANCIAL RESULTS:
The Board of Directors hereby submits the report of the business and operations of yourcompany along with the audited financial statements for the financial year ended March31 2020.
REVIEW OF OPERATION:
The Total income from the operations is Rs. 85270904 and the expenditure incurredduring the year is Rs.132052989. Further Net Loss of the company is Rs. 46584317which is fallback for the company as in previous year company earned profit of Rs.1568892.
1.2 TRANSFER TO RESERVES:
The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review.
The Board of Directors of your Company after considering holistically the relevantcircumstances has decided that it would be prudent not to recommend any Dividend for theyear under review.
1.4 MAJOR EVENTS OCCURRED DURING THE YEAR
a) State of the company's affair:
The Company is currently into the buying selling and trading of Cigarettes with thebrand 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 business of the Company.
c) Material changes and commitments affecting the financial position of the company:
There has been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
2. GENERAL INFORMATION:
2.1 Overview of the Industry and important changes in the industry during the lastyear:
The Trade and Investments industry in India continues to maintain its momentum drivenby economic and social developments and population growth. As a tumultuous 2019 grinds toa close all hopes are now pinned on 2020. With gross domestic product (GDP) growthslowing to 4.5% during the July-September quarter for 2019-20 manufacturing activitycontracting private investment drying up and inflation slowly creeping up Indians havebeen desperate for some signs of green shoots going into 2020. On one side there is now agroundswell of expectations that the government will initiate a fiscal stimulus programme.On the other hand there are also some hopes that the economy will finally show some signsof responding to the government's past spending
2.2 External Environment and Economic Outlook:
Owing to the COVID-19 pandemic situation which is faced by the entire nation and othercountries at large our company experienced a setback in the major activity which hasultimately led to substantial difference in the profit of the company as compared to thatof last year. Your management has taken timely decisions with regards to the currentbusiness and the management is trying its best to reciprocate the ill effect of thepandemic situation which is being faced by the company. The impact of the global healthpandemic may be different at various intervals through the year which may or may not be inthe control of the management of the company but the management will spare no effort atits end .Moving forward COVID-19 pandemic poses significant demand and supply challenges.Your Company is closely monitoring developments across markets to effectively respond topotential disruptions and minimizeimpact. In all its initiatives safety of employeesremains your Company's foremost priority.
3 CAPITAL AND DEBT STRUCTURE:
During the year under review the company has neither issued nor bought back shares.The Capital of the company remains same as under.
The Capital of the Company consists of only Equity shares and no debenture or any otherdebt securities issued by the company.
4 . CREDIT RATING
During the year the company has not issued any securities and not raised any loan whichrequires credit rating hence credit rating provision is not applicable on company and hasnot obtained any credit rating during the year.
5. INVESTOR EDUCATION AND PROTECTION FUND
The Company was not required to transfer any amount to the Investor Education andProtection Fund.
6.1 Directors and Key Managerial Personnel:
The constitution of the Board (as on 31/03/2020) and the attendance of the Directorsare given below:
There has been no appointment of any director in the company during the year underreview.
There has been no Re-appointment of any director in the company during the year underreview.
Key managerial person:
There has been no change in the composition of the Key Managerial Personnel (KMP)during the financial year under review.
6.2 Independent Director:
There was no appointment of Independent Director during the year under review.
6.3 Independent director's declaration and statement on compliance of code of conduct:
The company has received necessary declarations from each Independent Director underSection 149(6) and 149(7) of the Companies Act 2013 and regulation 16(1)(b) andregulation 25(8) of SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 that they meet the criteria of independence laid down thereunder.
The Independent Directors of the company have complied with the code for IndependentDirectors as prescribed in Schedule IV of the act.
As on 31st March 2020 half of the Board Members consist of IndependentDirectors having rich experience in their fields and they have added value to themanagement 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 the Company'sbest interests.
Independent Directors of the company met 1 (One) time during the year 2019 - 2020 dated27/02/2020 without the attendance of Non Independent Director and members of the Board.
6.4 Board Meetings:
During the period under review 07(Seven) Board Meeting were held by the Board ofDirectors to transact various business items.
The details are as mentioned below:
1. Audit Committee:
a) Brief Description
The primary object of the Audit Committee is to monitor and provide an effectivesupervision of the Management's financial reporting process to ensure accurate and timelydisclosures with the highest level of transparency integrity and quality of financialreporting. The committee oversees the work carried out in the financial reporting processby the Management the internal auditor the statutory auditor notes the processes andsafeguards employed by each of them.
b) Constitution and Composition of Audit Committee
The Company has in accordance with the Section 177 of the companies Act 2013 andRegulation 18 of SEBI (Listing obligations and Disclosure Requirements) 2015 constitutedthe Audit Committee. The Audit Committee met 4 (Four) times during the last financial yearon the following dates:
The constitution of the Committee (as on 31/03/2020) and the attendance of each memberof the Committee are given below:
2. Nomination & Remuneration Committee
a) Constitution & Composition of Nomination & Remuneration Committee:
The Company has in accordance with Section 178(1) of the companies Act 2013 andRegulation 19 of SEBI (Listing obligations and Disclosure Requirements) 2015 constitutedthe Nomination & Remuneration Committee. The main function of the Nomination &Remuneration Committee is the formulation and recommendation of the policy for theappointment removal performance evaluation of the directors & the consideration tobe paid to them and other matters as may be determined by the committee and the prevailingprovisions for formulation of criteria for evaluation of Independent Directors and Board.Further to recommend/review remuneration of Directors based on their performance and carryout functions as mandated by Board from time to time.
The Committee consists of Mr. Chirag Rawal Mrs. Manisha Bhatewara and Mr. Snehal Pateland there has been no meeting which is conducted by the Nomination and RemunerationCommittee.
3. Stakeholders Relationship Committee:
The Company has formulated the Stakeholders Relationship Committee in accordance withthe Section 178(5) of the Companies Act 2013 and SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 as entered into by the Company. The functionof the Stakeholders Relationship Committee is to look into complaints if any and redressthe 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:
The constitution of the Committee as on 31/03/2020 is as under:
Company has not received Complain from shareholders of the Company during the year ofreview which is yet pending.
The details of the Compliance Officer and the details of complaints received / solved /unsolved during the year are as follows:
Name: Mr. AbdulqadirShoeb Hajiwala Company Secretary& Compliance Officer Mail Id:firstname.lastname@example.org Contact No.:079-27540175
Note: The Company had not received any investor complaint in the year 2019-2020.
4. Independent Directors' Meeting:
The Independent Directors of the Company met during the year on 27/02/2020without theattendance of non Independent Directors and members of the Board. The IndependentDirectors reviewed the performance of the non-independent Directors and Board as whole.The performance of the Chairman taking into account the views of executive Directors andnon-executive Directors assessed the quality quantity and timeline of flow of informationbetween company management and Board.
6.6 Recommendation of Audit Committee:
There were no transactions which were recommended by the audit committee and notaccepted 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 and independent directorsto maintain the independence of the board and separate its functions of governance andmanagement. The policy of the Company on directors' appointment and remunerationincluding the criteria for determining qualifications positive attributes independenceof a director and other matters as required under sub-section (3) of Section 178 of theCompanies Act 2013 is available at company's website www.aromaenterprises.in.
There has been no change in the policy since last fiscal. We affirm that theremuneration paid to the directors is as per the terms laid out in the Nomination andRemuneration Policy of the Company.
6.8 Board Evaluation:
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board.
The evaluation framework for assessing the performance of Directors (includingIndependent Directors) comprises of the following key areas:
? Attendance and participation in the Meetings and timely inputs on the minutes of themeetings.
? Adherence to ethical standards & code of conduct of Company and disclosure of nonindependence as and when it exists and disclosure of interest.
? Raising of valid concerns to the Board and constructive contribution to resolution ofissues at meetings.
? Interpersonal relations with other directors and management.
? Objective evaluation of Board's performance rendering independent unbiased opinion.
? Understanding of the Company and the external environment in which it operates andcontribution to strategic direction.
? Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard ofconfidential information.
The evaluation involves Self-Evaluation of the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / 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 rules 2016 read withSection 197 of the Act no employees was in receipt of the remuneration in aggregate toRs. One Crore Two Lakhs per annum or Rs. Eight Lakh Fifty Thousand per month or at a ratein excess of that drawn by the Managing Director / Whole time director of Manager andholds himself or along with his spouse & dependent children not less than two percentof the equity shares of the Company. Further the information required pursuant to Section197 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company will be provided uponrequest.
In terms of Section 136 of the Act the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the Members at the
Registered Office of the Company during the business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.
As per the provisions of Section 197(12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thedetails of the ratio of the remuneration of each director to the median employee'sremuneration are described in the "Annexure-I" to this report.
Further in pursuance to the Rule 5(2) of the Companies (Appointment and Remunerationsof Managerial Personnel) Rules 2014 the details of the employees employed throughout thefinancial year or part thereof was in receipt of remuneration in that year which in theaggregate or as the case may be at a rate which in the aggregate is in excess of thatdrawn by the Managing Director or Whole Time Directors or Manager and holds by himself oralong with his spouse and dependent children not less than two per cent of the equityshares of the company is not being feasible for the company as the company currentlypays sitting fees to the director of the company.
6.10 Remuneration received by Managing Director/ Whole time Director from holding orsubsidiary company:
There is no such amount received by the Managing Director/ Whole time Director as thecompany 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 Act 2013 the board ofdirectors to the best of their Knowledge and ability confirm and state that
I. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
II. 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 loss of the company for that period;
III. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
IV. The Directors had prepared the annual accounts on a going concern' basis;
V. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
VI. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
6.12 Internal Financial Controls:
The Company has an adequate system of internal control procedures which is commensuratewith the size and nature of business. Detailed procedural manuals are in place to ensurethat all the assets are safeguarded protected against loss and all transactions areauthorized recorded and reported correctly. The internal control systems of the Companyare monitored and evaluated by internal auditors and their audit reports are periodicallyreviewed by the Audit Committee of the Board of Directors. The observations and commentsof the Audit Committee are also generally placed before the Board. Some key features ofthe company's internal controls systems have been provided in the Management discussionand Analysis Report as Annexure V which being annexed to this report.
6.13 Frauds reported by the Auditor:
In pursuance to the Section 134(3)(ca) of the Companies Act 2013 ("theAct") there has been no reported frauds being detected by the Auditor of the Companyin accordance with the Section 143(12) of the Act.
7. DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:
The Company does not have any Subsidiary Associates Company or Joint Venture.
8. DETAILS OF DEPOSITS:
The Company has not invited or accepted deposit within the meaning of section 73 of theCompanies Act 2013 read with rules made there under from the public neither does haveany unpaid or unclaimed deposits along with interest during the year. Further the companyhas not made any default in repayment of deposits or payment of interest thereon as nodeposits have been invited or accepted by the Company during the year. Furthermore thereare no such deposits which are not in compliance with the requirements of Chapter V of theAct.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Details of loan guarantees or investment as per section 186 of the act areprovided in the notes to the financial Statement.
10. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:
Particulars of contracts or arrangements with related Parties referred to in Section188(1) of the Companies 2013 in the prescribed form AOC-2 is appended as gAnnexure-II" of the Board's report.
11. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
Your company is not falling under the criteria mention as per Section 135 (1) of theCompanies Act 2013 and the companies (Corporate Social Responsibilities) Rules 2014.Hence the company has not developed and implemented any corporate Social Responsibilitiesinitiatives.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
Conservation of Energy and Technology Absorption:
During the year under review there are no manufacturing activities undertaken by thecompany. However the company has made necessary endeavor to conserver the non-renewableresources and Energy and has taken utmost care to use the latest technology to conservethe energy.
Foreign Exchange Earnings : Nil (PreviousYear:Nil)
Foreign Exchange Expenditure :Nil (Previous Year: 9210865)
13. RISK MANAGEMENT:
Considering the present condition of the company the company has formulated the riskmanagement policy. The board is being regularly provided with information which may havepotential threat of risk as and when required.
14. DETAILS OF WHISTLE BLOWER POLICY & VIGIL MECHANISM:
The Company has established a "Whistle Blower and Vigil Mechanism Policy" forDirectors and employees to report the genuine concerns as per the provisions of Section177 (9) of the Companies Act 2013. However the Section is not applicable to the Companybut the company has formed the policy as a part of good governance and such policy isavailable at company's website www.aromaenterprises.in.
15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY:
There have been no material changes and commitments affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report.
However members attention is drawn to the point that an Adjudication Order involvingthe past promoter of Aroma Enterprises (India) Limited and the company has been passed bythe Adjudication Officer dated June 28 2019 for which the payment has been done bycompany and the same has been intimated to the stock exchange.
In pursuance to the provisions of Section 138 of the Companies Act 2013 your Companyhas appointed NMV & Associates Chartered Accountants to conduct internal audit ofthe Company.
M/s. J. Vageriya & Associates (FRN: 124193W) Chartered Accountants Ahmedabad andM/s. Sunil Dad & Co. (FRN: 126741W) Chartered Accountants Ahmedabad had beenappointed as the Statutory Auditor of the Company for a period of 5 years subject to theratification by member at every Annual General Meeting and whose tenure of one year hasbeen completed out of their tenure of 5 years and will continue for the remaining tenureof 4 years till 31/03/2024. The Company has received a certificate from the above Auditorsto the effect that they are eligible for the re-appointment and it would be inaccordance with the provisions of Section 141 of the Companies Act 2013.
The observations and comments if any marked in the Auditors' Report areself-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 andAuditors) Rules 2014 company does not fall under the criteria mentioned in the Rules.
Mrs.Shubham Agrawal Practicing Company Secretaries has been appointed for the purposeof conducting Secretarial Audit of the Company.
As the company have claimed exemption under the Regulation 15 of SEBI ListingObligation (Disclosure & Requirements) Regulations 2015 for Corporate Governance theprovisions of Annual secretarial compliance report as per circular dated 08thFebruary 2019 is not applicable on the Company.
17. SECRETARIAL AUDIT REPORT:
The Secretarial Audit Report is appended to this report as gAnnexure IV".
18. EXPLANATIONS IN RESPONSE TO AUDITORS QUALIFICATIONS:
Explanation to the observations given in the independent Audit report:
There have been no observations and comments which requires the explanation of themanagement.
Explanation to the observations given in the Secretarial Audit report:
There have been no observations and comments which requires the explanation of themanagement.
19. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Board of Directors state that the company has complied with the applicableSecretarial Standards issued by the Institute of Company Sectaries of India.
20. EXTRACT OF THE ANNUAL RETURN:
The Extract of Annual Return in Form MGT-9 as provided under Section 92 (3) of theCompanies Act 2013 is annexed herewith as gAnnexure III"
Web-link of Annual Return:
The Company is having website www.aromaenterprises.in and annual return of Company hasbeen published on such website.
21. CORPORATE GOVERNANCE REPORT:
As per the criteria mention in the regulation 15 of SEBI Listing Obligation (Disclosure& Requirements) Regulations 2015 company is not falling under the same and thecompany has claimed exemption from SEBI. Hence company has not submitted corporategovernance report with the stock exchange for the period under review.
22. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis Report as per the Regulation 34 of the SEBIListing Obligation (Disclosure & Requirements) Regulations 2015 is part of the AnnualReport as gAnnexure-V".
25. EQUAL OPPORTUNITY EMPLOYER:
The Company has always provided a congenial atmosphere for work to all employees thatare free from discrimination and harassment including sexual harassment. It has providedequal opportunities of employment to all without regard to their caste religion colormarital status and sex. The Company has also framed a Policy on
"Prevention of Sexual Harassment" at the workplace. There were no casesreported under the said Policy during the year.
26. LISTING AT STOCK EXCHANGES:
The Equity shares of your company are listed on BSE (Bombay Stock Exchange). TheListing fees for the Year 2019 - 2020 have been paid to the Stock Exchanges.
27. DISCLOSURE OF TRANSACTIONS OF COMPANY WITH PROMOTER/ PROMOTER GROUP:
28. DISCLOSURE OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT
With the advent of the new Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the listed entities arerequired 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:
Your Directors place on record their appreciation and gratitude for the excellentsupport the Company has received from its workers employees customers vendors andshareholders. They also express their sincere thanks to the Bankers and various StateGovernments for the valuable support extended to the Company.
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on 31/03/2020 Of Aroma Enterprises (India) Limited
[Pursuant to Section 92(1) of the Companies Act 2013 &Rule 11(1) of the Companies(Mgt. and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS:
V) NAME AND REGISTERED OFFICE ADDRESS OF COMPANY AND CONTACT DETAILS:
Vii) Name and Address of Registrar & Transfer Agents ( RTA ):- Full address andcontact details to be given.
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activitiescontributing 10 % or more of the total turnover of the company shall be stated)
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAK UP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Share Holding
ii) Shareholding of Promoter
ii) Change in Promoters' Shareholding (including Promoter Group): No Change During theYear
iv) Shareholding Pattern of top ten Shareholders: (Other than Directors Promoters andHolders of GDRs and ADRs):
1.Mr. Hrishikesh Anil Deshmukh:
2.Mr. Pravinkumar Vrajlal Punjabi:
3.Mr. Shah Viren Rameshchandra:
4.Umesh Girdharilal Baraliya HUF:
5.Mr. Ranjeet Kagade:
6.Mr. Savan Nandkumar Bhatewara:
7.Mr. Salil Anil Deshmukh:
8.Mr. Suryaprakash V Raju:
9.Mrs. Radhaben Suryaprakash Raju:
10. Mr. Hitesh Ramji Javeri:
v) Shareholding of Directors and Key Managerial Personnel:
1 Mr.Chirag Rawal Independent Director:
2. Mr. Ankit Shukla Chief Financial Officer:
3. Mr. AbdulquadirHajiwala- Company Secretary & Compliance officer
4. Mr. Snehal Patel Managing Director:
5. Mrs. Manisha Bhatewara Independent Director:
V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued butnot due for payment:
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-
A. Remuneration to Managing Director Whole-time Directors and/or Manager:
B. Remuneration to other directors
* Manisha Bhatewara has waived her right of availing sitting fees.
C. Remuneration to Key Managerial Personnel Other than MD/MANAGER/WTD
PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
*Penalty paid in pursuance of Adjudication Order dated June 28 2019 involving thepast promoters of Aroma Enterprises (India) Limited and the company.