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Aryavan Enterprise Ltd.

BSE: 539455 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE360S01012
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NSE 05:30 | 01 Jan Aryavan Enterprise Ltd
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VOLUME 44
52-Week high 19.65
52-Week low 7.49
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.50
CLOSE 10.00
VOLUME 44
52-Week high 19.65
52-Week low 7.49
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Aryavan Enterprise Ltd. (ARYAVANENTER) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 29th Annual Report on the Business andOperations of the Company along with the Audited Statement of Accounts for the FinancialYear ended on 31st March 2021.

1. FINANCIAL RESULT

The financial performance of the Company for the Financial Year ended on 31st March2021 and for the previous Financial Year ended on 31st March 2020 is given below:

(Rs. in Lakhs)
Particulars 2020-2021 2019-2020
Revenue from Operations 0.00 30.31
Other Income 3.49 13.28
Total Revenue 3.49 43.59
Total Expenses 15.79 42.52
Profit Before Exceptional and Extra Ordinary Items and Tax (12.30) 1.07
Exceptional Items 0 0
Profit Before Extra-Ordinary Items and Tax/ Profit Before Tax (12.30) 1.07
Tax Expense:
Current Tax 0.22 0.28
Deferred Tax 0 0
Total Tax expense 0.22 0.28
Profit for the Period (12.52) 0.79
Earnings Per Share (EPS)
Basic -0.14 0.01
Diluted -0.14 0.01

2. OPERATIONS

Total revenue from operations for Financial Year 2020-21 is Rs. 3.49 Lakhs compared tothe total revenue from operations of Rs. 43.59 Lakhs of previous Financial Year. TheCompany has incurred Loss before tax for the Financial Year 2020-21 of Rs. 12.30 Lakhs ascompared to Profit before tax of Rs. 1.07 Lakhs of previous Financial Year. Net Loss afterTax for the Financial Year 2020-21 of Rs. 12.52 Lakhs as against Net profit after tax ofRs. 0.79 Lakhs of previous Financial Year.

3. CHANGE IN NATURE OF BUSINESS IF ANY

There is no change in nature of Business during the year under review.

4. ANNUAL RETURN

The extract of the Annual Return pursuant to the provisions of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 in Form No. MGT - 9 is enclosed herewith as Annexure 1.

5. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter withthe gap between two meetings not exceeding 120 days to take a view of the Company'spolicies and strategies apart from the Board Matters.

During the year under the review the Board of Directors met 6 (Six) times viz 27thMay 2020 31st July 2020 5th September 2020 15th September 2020 12th November 2020and 12th February 2021.

6. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of theCompanies Act 2013 to the best of their knowledge and belief the Board of Directorshereby submit that:

a. In the preparation of the Annual Accounts for the year ended on 31st March 2021the applicable accounting standards have been followed and there are no material departurefrom the same

b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of Financial Year and of theprofit of the Company for the Financial Year ended on 31st March 2021

c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities

d. The Directors had prepared the Annual Accounts on a going concern basis

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

7. COMMENT ON AUDITORS' REPORT

There were no qualifications reservations adverse remarks or disclaimer made by theAuditors in their report on the financial statement of the Company for the Financial Yearended on 31st March 2021. Maintenance of cost records as specified under Companies Act2013 is not applicable to the Company.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

The details of loans investment guarantees and securities covered under theprovisions of Section 186 of the Companies Act 2013 are provided in the financialstatement.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions to be entered by the Company with related parties will be in theordinary course of business and on an arm's length basis. However the Company has notentered into any related party transaction as provided in Section 188 of the CompaniesAct 2013 with the related party. Hence Disclosure as required under Section 188 of theCompanies Act 2013 is not applicable to the Company.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control systems commensurate with operations ofthe Company. The management regularly monitors the safeguarding of its assets preventionand detection of frauds and errors and the accuracy and completeness of the accountingrecords including timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults and reviews theeffectiveness and efficiency of these systems and procedures to ensure that all assets areprotected against loss and that the financial and operational information is accurate andcomplete in all respects.

11. RESERVES & SURPLUS

Sr. No. Particulars (Amount in Rs.)
1. Balance at the beginning of the year (4421222)
2. Current Year's Profit / Loss (1252432)
3. Amount of Securities Premium and other Reserves 36994000
Total 31320346

12. DIVIDEND

To conserve resources for future prospect and growth of the Company your Directorsregret to declare Dividend for the Financial Year 2020-21 (Previous Year - Nil).

13. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATES AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of theCompany which has occurred in the Financial Year 2020-21.

14. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act 2013 the amount of dividend remainingunpaid or unclaimed for a period of seven years shall be transferred to the InvestorEducation and Protection Fund ("IEPF"). During the year under review there wasno unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for aperiod of seven years from the date of transfer of such unpaid dividend to the saidaccount. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy technology absorption etc. as required to begiven under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 is not given as the Company has not taken any major step to conserve theenergy etc. Further there was no foreign exchange earnings and outgo during the FinancialYear 2020-21 (Previous Year - Nil).

16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICYOF THE COMPANY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks towards the key business objectives of the Company. Major risks identified by thebusiness and functions are systematically addressed through mitigating actions on acontinuing basis.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No. Name Designation DIN/PAN
1. Mr. Jitendrakumar Malviya Managing Director 08015437
2. Mr. Narayansinh Chauhan Independent Director 07424417
3. Ms. Chandrika Bhadaraka1 Independent Director 08818509
4. Mr. Tejas Chavda2 Non-Executive Director and Chief Financial Officer 08379972
5. Mr. Sunilkumar Thakkar3 Non-Executive Director 08379996
6. Ms. Sejal Ladhawala4 Independent Director 07331231
7. Ms. Disha Barot Company Secretary -
8. Mr. Jitendrasingh Rathod5 Non Executive Director and Chief Financial Officer 02454172

1 Ms. Chandrika Bhadaraka was appointed as Independent Director of the Company w.e.f.1st August 2020.

2 Mr. Tejas Chavda has resigned from the post of Non Executive Director and ChiefFinancial Officer of the Company w.e.f. 3rd September 2020.

3 Mr. Sunilkumar Thakkar has resigned from the post of the Non-Executive Director ofthe Company w.e.f. 27th May 2020.

4 Ms. Sejal Ladhawala has resigned from the post of the Independent Director of theCompany w.e.f. 27th May 2020.

5 Mr. Jitendrasingh Rathod was appointed as Non Executive Director and Chief FinancialOfficer w.e.f. 5th September 2020.

Apart from the above changes there were no other changes in the composition of theBoard of Directors of the Company during the Financial Year 2020-21 and till the date ofBoard's Report.

As per Companies Act 2013 the Independent Directors are not liable to retire byrotation.

18. DECLARATION BY INDEPENDENT DIRECTORS

Ms. Chandrikaben Bhadaraka and Mr. Narayansinh Chauhan Independent Directors of theCompany have confirmed to the Board that they meet the criteria of Independence asspecified under Section 149 (6) of the Companies Act 2013 and they qualify to beIndependent Directors. They have also confirmed that they meet the requirements ofIndependent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015. The confirmations were noted by the Board.

19. CORPORATE GOVERNANCE

Since the Paid Up Capital of Company is less than Rs. 10 Crores and Turnover is lessthan Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation(2) of regulation 46 and para C D and E of Schedule V are not applicable to the Company.Hence Corporate Governance does not form part of this Board's Report.

20. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

21. DEPOSITS

As per Section 73 of the Companies Act 2013 the Company has neither accepted norrenewed any deposits during the Financial Year. Hence the Company has not defaulted inrepayment of deposits or payment of interest during the Financial Year.

22. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act 2013 and Rules made thereunder theBoard has carried the evaluation of its own performance performance of IndividualDirectors Board Committees including the Chairman of the Board on the basis ofattendance contribution towards development of the Business and various other criteria asrecommended by the Nomination and Remuneration Committee of the Company. The evaluation ofthe working of the Board its committees experience and expertise performance ofspecific duties and obligations etc. were carried out. The Directors expressed theirsatisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors the performances of Executive andNonExecutive Directors were evaluated in terms of their contribution towards the growthand development of the Company. The achievements of the targeted goals and theachievements of the Expansion plans were too observed and evaluated the outcome of whichwas satisfactory for all the Directors of the Company.

23. STATUTORY AUDITOR

M/s. S. Mandawat & Co. Chartered Accountants Ahmedabad (Firm's RegistrationNo.118330W) were appointed as the Statutory Auditors of the Company. The Auditor's reportfor the Financial Year ended 31st March 2021 has been issued with an unmodified opinionby the Statutory Auditors.

24. SECRETARIAL AUDITOR

The Board has appointed M/s. Gaurav Bachani & Associates Company SecretariesAhmedabad to conduct Secretarial Audit for the Financial Year 2020-21. The SecretarialAudit Report for the Financial Year ended 31st March 2021 is annexed herewith marked as Annexure-2to this Report. Remarks and Qualification marks in the Secretarial Audit report isself-explanatory.

25. DISCLOSURES

A. Composition of Audit Committee:

During the year under review meetings of members of the Audit committee as tabulatedbelow was held on 31st July 2020 15th September 2020 12th November 2020 and 12thFebruary 2021 and the attendance records of the members of the Committee are as follows:

Name Status No. of the Committee Meeting entitled No. of Committee Meeting attended
1. Mr. Narayansinh Chauhan Chairman 4 4
2. Ms. Chandrikaben Bhadaraka1 Member 3 3
3. Mr. Jitendrakumar Malviya Member 4 4

(The details of Committee members are as on the date of Directors' Report)

1 Ms. Chandrikaben Bhadaraka was appointed as Member of Stakeholders' RelationshipCommittee w.e.f. 5th September 2020

During the year all the recommendations made by the Audit Committee were accepted bythe Board.

B. Composition of Nomination and Remuneration Committee:

During the year under review meetings of the members of the Nomination andRemuneration committee as tabulated below was held on 27th May 2020 31st July 2020and 5th September 2020 and the attendance records of the members of the Committee are asfollows:

Name Status No. of the Committee Meeting entitled No. of Committee Meeting attended
1. Mr. Narayansinh Chauhan Chairman 3 3
2. Ms. Chandrikaben Bhadaraka1 Member 0 0
3. Mr. Jitendrasingh Rathod Member 0 0

(The details of Committee members are as on the date of Directors' Report)

1 Ms. Chandrikaben Bhadaraka and Mr. Jitendrasingh Rathod were appointed as Member ofStakeholders' Relationship Committee w.e.f. 5th September 2020.

2 Mr. Tejas Chavda has resigned from the post of Director w.e.f. 5th September 2020and so he has also resigned from Nomination and Remuneration Committee w.e.f. 5thSeptember 2020.

C. Composition of Stakeholders' Relationship Committee:

During the year under review meetings of members of Stakeholders' Relationshipcommittee as tabulated below was held on 31st July 2020 15th September 2020 12thNovember 2020 and 12th February 2021 and the attendance records of the members of theCommittee are as follows:

Name Status No. of the Committee Meeting entitled No. of Committee Meeting attended
1. Mr. Narayansinh Chauhan Chairman 4 4
2. Ms. Chandrikaben Bhadaraka1 Member 0 0
3. Mr. Jitendrasingh Rathod Member 0 0

(The details of Committee members are as on the date of Directors' Report)

1 Ms. Chandrikaben Bhadaraka and Mr. Jitendrasingh Rathod were appointed as Member ofStakeholders' Relationship Committee w.e.f. 5th September 2020

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has always been committed to provide a safe and conducive work environmentto its employees. Your Directors further state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 as confirmed by the Internal Complaints Committee asconstituted by the Company.

27. CORPORATE SOCIAL RESPONSIBILITY

Since the Net Worth of the Company is less than Rs. 500 Crores Turnover is less thanRs. 1000 Crores and Net Profit of the Company is less than Rs. 5 Crore during theimmediately preceding Financial Year therefore the provisions of Section 135 of theCompanies Act 2013 regarding the compliance with the Corporate Social Responsibility isnot applicable to the Company.

28. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the Company's current working and futureoutlook as per Annexure -3.

29. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Bankers Regulatory Bodies Stakeholders includingFinancial Institutions Suppliers Customers and other business associates who haveextended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitudeand appreciation for the commitment displayed by all executives officers and staff at alllevels of the Company. We look forward for the continued support of every stakeholder inthe future.

Registered Office: By the Order of the Board
308 Shital Varsha Arcade Aryavan Enterprise Limited
Opp. Girish Cold Drinks
C. G. Road Navrangpura
Ahmedabad - 380 009 Sd/- Sd/-
Jitendrasingh Rathod Jitendrakumar Malviya
Place: Ahmedabad Director Managing Director
Date: 4th September 2021 DIN:02454172 DIN:08015437

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