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Aroma Enterprises (India) Ltd.

BSE: 531560 Sector: Others
NSE: N.A. ISIN Code: INE371M01012
BSE 00:00 | 17 Aug Aroma Enterprises (India) Ltd
NSE 05:30 | 01 Jan Aroma Enterprises (India) Ltd
OPEN 38.20
52-Week high 42.75
52-Week low 38.00
Mkt Cap.(Rs cr) 19
Buy Price 45.00
Buy Qty 1.00
Sell Price 38.20
Sell Qty 2058.00
OPEN 38.20
CLOSE 38.20
52-Week high 42.75
52-Week low 38.00
Mkt Cap.(Rs cr) 19
Buy Price 45.00
Buy Qty 1.00
Sell Price 38.20
Sell Qty 2058.00

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 2019.

PARTICULARS 2018-2019 2017-2018
Revenue from Operation 349441530 400457534
Other Income - 155169
Profit/loss before Depreciation Finance 5876284 33692973
Costs Exceptional items and Tax Expenses
Less: Depreciation/ Amortisation/ Impairment 2416064 1381064
Profit/loss before Finance Costs Exceptional items and Tax Expenses 3460220 32311909
Less: Finance Costs 785120 8362284
Profit/loss before Exceptional items and Tax 2675100 23949625
Add/Less: Exceptional items 0 0
Profit/loss before Tax Expenses 2675100 23949625
Less: Tax Expenses (Current & Deferred) 1106208 4918991
Profit/loss for the Year (1) 1568892 19030634
Total Comprehensive Income/Loss(2) 0 0
Total (1+2) 1568892 19030634


The Total income from the operations is Rs. 349441530 and theexpenditure incurred during the year is Rs.346766430.Further Net Profit of the companyis Rs. 1568892 which is fallback for the company as in previous year company earnedprofit of Rs. 19030634.


The Board of Directors of your Companyhas decided not to transfer anyamount to the Reserves for the year under review except for the Profit earned during theyear which has been transferred to the Surpluses Head of the Reserves & Surpluses.


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 trading in parts ofMachineries 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 company is broadly covered under the Industry sector and industrialsector is one of the main sectors that contribute to the Indian GDP. The industrial sectoraccounts for around 27.6% of the India GDP and it employs over 17% of the total workforcein the country. The Growth Rate of the Industrial Sector in India GDP came to around 5.2%in 2002- 2003. In this year within the India GDP the mining and quarrying sectorcontributed 4.4% the electricity water supply and gas sector contributed 2.8% and themanufacturing sector contributed around 5.7%.

2.2 External Environment and Economic Outlook:

The reasons for the increase of Industry Growth Rate in India GDP arethat huge amounts of investments are being made in this sector and this has helped theindustries to grow. Further the reasons for the rise of the Growth Rate of the IndustrialSector in India are that the consumption of the industrial goods has increased a greatdeal in the country which in its turn has boosted the industrial sector. Also the reasonsfor the increase of Industry Growth Rate in India GDP are that the industrial goods arebeing exported in huge quantities from the country.Industry Growth Rate in India GDP thushas been registering steady growth over the past few years. This has given a major boostto the Indian economy. The government of India thus must continue to make efforts to boostthe industrial sector in the country. For this will in turn help to grow the country'seconomy.


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 consistsof 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 31/03/2019) and the attendance ofthe Directors are given below:

Name of the Director Category of the Director (NE/E/ID) Designat ion No. of Direct orship No. of Meeti ngs atten ded

Details of committee

Presence in previous AGM
Chair man Mem ber
Snehal Ajitbhai Patel Executive Director Managin g Director 12 8 0 2 No
Chirag Rawal Independent Director Director 01 8 4 4 Yes
ManishaSagar Bhatewara Independent Director Director 02 8 0 3 Yes


1. Appointments:

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

2. Re-appointment:

Mr. Chirag Rawal being an Independent Director of the company hadcompleted has first tenure of 5 year and been re-appointed as an Independent Director ofthe company with effect from June 13 2018 which was duly considered by the members of thecompany in the Annual General Meeting dated September 292018.

Key managerial person:

There has been no change in the composition of the Key ManagerialPersonnel (KMP) during the financial year under review.

6.2 Independent Director:

Mr. Chirag Rawal being an Independent Director of the company hadcompleted has first tenure of 5 year and been re-appointed as an Independent Director ofthe company with effect from June 13 2018 which was duly considered by the members of thecompany in the Annual General Meeting dated September 29 2018.

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 2019 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 year2018-2019 dated 20/03/2019 without the attendance of Non Independent Director and membersof the Board.

6.4 Board Meetings:

During the period under review 8 (eight)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 30/05/2018 (Wednesday) 5 05/09/2018 (Wednesday)
2 13/06/2018(Wednesday) 6 14/11/2018 (Wednesday)
3 14/08/2018(Tuesday) 7 14/02/2019 (Thursday)
4 03/09/2018(Monday) 8 29/03/2019 (Friday)

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 ensure accurate andtimely disclosures with the highest level of transparency integrity and quality offinancial reporting. The committee oversees the work carried out in the financialreporting process by the Management the internal auditor the statutory auditor notes theprocesses 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)2015constituted the Audit Committee.The Audit Committee met 5 (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. 29/05/2018 (Tuesday) 4. 13/02/2019 (Wednesday)
2. 13/08/2018 (Monday) 5. 28/03/2019 (Thursday)
3. 13/11/2018 (Tuesday)

The constitution of the Committee (as on 31/03/2019) 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.ManishaBhatewara Independent Director Member 5 5
Mr. Snehal Patel Managing Director Member 5 4

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 theformulation and recommendation of the policyfor 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.ManishaBhatewara 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 theCompany. The function of the Stakeholders Relationship Committee is to look intocomplaints if any and redress the same expeditiously. Besides the committee approvesallotment transfer & Transmission of shares Debentures issue of any newcertificates on split / consolidation / renewal etc. as may be referred to it. During therelevant 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 12/06/2018 (Tuesday) 3 10/12/2018 (Monday)
2 21/08/2018 (Tuesday) 4 12/02/2019 (Tuesday)

The constitution of the Committee as on 31/03/2019 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.AbdulqadirShoebHajiwala 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 the investor complaint.

4. Independent Directors' Meeting:

The Independent Directors of the Company met during the year on20/03/2019 without 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 undersubsection (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 inputs on theminutes of the meetings.

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

Raising of valid concerns to the Board and constructive contribution toresolution 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 in which itoperates and contribution to strategic direction.

Safeguarding interest of whistle-blowers under vigil mechanism andSafeguard 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 the

Board. Some key features of the company's internal controlssystems have been provided in the

Management discussion and Analysis Report as Annexure V 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.


Particulars of contracts or arrangements with related Parties referredto in Section 188(1) of the Companies 2013 in the prescribed form AOC-2 is appended as "Annexure-II"of 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

Foreign Exchange Expenditure:Rs. 9210865(Previous Year: 37195129)


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:

There was resignation of M/s. Sunil Dad & Co. CharteredAccountantshave resigned as an Internal Auditor of the company from the post of theInternal auditor of the Company with effect from 26th March 2019 and the boardhas considered his resignation in the board meeting.

To fill the vacancy of the Internal Auditor the board has appointedNMV & Associates Chartered Accountants as an Internal Auditor of the company by wayof Board Resolution passed on 29th March 2019.

Statutory Auditor:

M/s. Saurabh R Shah & Co. Chartered Accountant Ahmedabad haveresigned from the position of Statutory Auditors due to change in constitution of AuditFirm and increase in work pressure with effect from 13th March 2019 resultinginto a casual vacancy as envisaged in Section 139(8) of the Companies Act 2013.

M/s. J. Vageriya& Associates (FRN: 124193W) Chartered AccountantsAhmedabad and M/s. Sunil Dad & Co. (FRN: 126741W) Chartered Accountants Ahmedabadhave been appointed as the Joint StatutoryAuditors of the Company with effect from 29thMarch 2019 to fill the casual vacancy caused by the resignation of M/s. Saurabh R Shah& Co Chartered Accountant for the financial year 2018 2019 and further being approvedby the members of the company as on 01st May 2019.

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:

Mrs. Shubham Agrawal Practicing Company Secretaries has beenappointed for 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 Corporate Governance theprovisions 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 "AnnexureIV".


Explanation to the observations given in the independent Audit report:

There have been no observations and comments which requires theexplanation of the management.

Explanation to the observations given in the Secretarial Audit report:

There have been no observations and comments which requires theexplanation of the management.


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 III"

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. Thecompany has claimed exemption under Regulation 15(2) of the SEBI Listing Obligation(Disclosure & Requirements) Regulations 2015 vide letter 30th May 2019 toBSE.


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-V".


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 colour 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 2018-2019 have been paid to the Stock Exchanges.


Sr. no. Name of Promoter Nature of Transaction Amount
1. Mr. Snehal Patel Sitting Fees 850000


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 / UnclaimedSuspense 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.

For Aroma Enterprises (India) Limited
Date: 30.05.2019
Place: Ahmedabad
SD/- SD/-
Mr.Snehal Patel Mr. Chirag Rawal
Managing Director Director
DIN: 03097321 DIN : 06560139