| Dear Members,
The Directors are pleased to present the 33rd Annual Report and
Audited Financial Statements on the business and operations of your
Company for the year ended March 31, 2015. Your Company has achieved
yet another year of satisfactory performance in turnover and
profitability.
FINANCIAL RESULTS:
THE FINANCIAL RESULTS OF THE COMPANY FOR THE FINANCIAL YEAR UNDER REVIEW
ARE SUMMARIZED BELOW:
Year ended Year ended
31st March, 2015 31st March, 2014
(Rs. in Lacs) ( Rs.in Lacs)
INCOME
Turnover / Gross Income 195.23 189.49
EXPENDITURE
Purchases -- 9.61
Changes in Inventories of Finished Goods 0.99 (9.51)
Employee Costs 0.76 1.21
Finance Charges 2.01 11.78
Depreciation 8.38 8.74
Other Expenses 16.42 4.62
Profit / ( Loss ) Before Tax 166.67 163.04
Less: Provision for Taxation
Current Year Tax 34.01 33.60
Deferred Tax Liability (1.15) (1.13)
Profit / ( Loss ) After Tax 133.80 130.57
Add: Balance brought forward from previous year1325.36 1194.79
Profit / ( Loss) available for appropriation 1459.16 1325.36
Appropriation:
Less : Transfer to General Reserve -- --
Prior Period Expenses -- --
Interim Dividend -- --
Proposed Dividend -- --
Tax on Dividend -- --
Balance carried to Balance Sheet 1459.16 1325.36
PERFORMANCE OF YOUR COMPANY
The financial highlights reflects a marginal higher turnover in the
financial year under review. The turnover of your Company for the
financial year under review is Rs. 195.23 Lacs, as against Rs. 189.49
Lacs in the previous year, which is a result of a good performance of
the Company. Net Profit after Tax stood at Rs. 133.80 Lacs as against
Rs. 130.57 Lacs in the previous financial year.
DIVIDEND:
Your Directors regret that the Board could not recommended any dividend
for the year ended March 31, 2015 in view of the cash requirement for
establishing the Company in its growth plan and challenging times.
TRANSFER TO RESERVE
Your Company proposes to retain Rs. 133.80 Lacs in the Profit & Loss
Account (Surplus).
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Amit A. Bhagat (DIN: 02559273), resigned from the post of
Independent Director of your Company w.e.f. February 12, 2015. Your
Board of Directors appreciated assistance and guidance provided by him
during his tenure as Director.
The Board of Directors of your Company appointed Mr. Amit Shankerbhai
Patel as an Additional Non-Executive Independent Director w.e.f.
February 12, 2015 to hold the office till ensuing Annual General
Meeting in accordance to provisions of the Companies Act, 2013.
The Board of Directors of your Company has appointed Ms. Dharmistha J.
Darji as an Additional Non-Executive Director w.e.f March 20, 2015 to
hold the office till the ensuing Annual General Meeting in accordance
to provisions of the Companies Act, 2013. Further, your Board of
Directors has also appointed Ms. Dharmistha J. Darji as Company
Secretary & Compliance Officer of the Company w.e.f. March 20, 2015
pursuant to Section 203 of the Companies Act, 2013 for complying with
the requirements of Securities Laws and Listing Agreements with Stock
Exchanges.
Subsequently, your Board of Directors vide Circular Resolution dated
March 30, 2015 re- designated Ms. Dharmistha J. Darji from Additional
Non-Executive Director to Additional Executive Director to hold the
office till the ensuing Annual General Meeting in accordance to
provisions of the Companies Act, 2013.
Pursuant to the provisions of Section 149 of the Companies Act, which
came into force from April 1, 2014, Mr. Amit M. Brahmbhatt (DIN:
05276051) was appointed as Independent Director at the Annual General
Meeting of the Company held on September 25, 2014. The terms and
conditions of appointment of Independent Director are as per Schedule
IV of the Act. The Company has received declaration from the
Independent Director of the Company confirming that he meets with the
criteria of independence as prescribed under sub-section (6) of Section
149 of the Companies Act, 2013 and there has been no change in the
circumstances which may affect their status as Independent Director
during the year.
BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance and
as well as that of its Committees and individual Directors, including
the Chairman of the Board. The exercise was carried out through a
structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience &
competencies, performance of specific duties & obligations,
contribution at the meetings and otherwise, independent judgment,
governance issues etc.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors, payment of
Managerial
remuneration, Directors' qualifications, positive attributes,
independence of Directors and other related matters as provided under
Section 178(3) of the Companies Act, 2013 is furnished in "Annexure B"
and is attached to this report.
DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statement in terms of Section 134(3)(c) of the Companies Act,
2013;
i. In the preparation of the Annual Accounts of the Company, the
applicable Accounting Standards had been followed;
ii. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the Financial Year on 31st March, 2015 and
Profit or Loss for the year ended as on that date;
iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the Annual Accounts on a going concern
basis;
v. The directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively;
vi. The directos had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY
The Company has in place a proper and adequate system of internal
control and the same is being reviewed commensurate with its size and
nature of operations.
The Company has entrusted the internal & operational audit to M/s.
Dixit Dattatray & Associates, FRN - 102665W a reputed firm of Chartered
Accountants. The main thrust of the internal audit process is test and
review of controls, independent appraisal risks, business processes and
benchmarking internal controls with best practices.
The Audit Committee of the Board of Directors, Statutory Auditors and
Business Heads are periodically apprised of the internal audit findings
and corrective actions taken. Audit plays a key role in providing
assurance to the Board of Directors.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT,
INCLUDING NUMBER OF PEOPLE EMPLOYED.
The Company provide a workplace environment that is safe, hygienic,
humane, and which upholds the dignity of the employees. The Company
creates systems and practices to ensure a harassment free workplace,
where employees feel safe and secure in discharging their
responsibilities.
They are 1 persons employed with your company.
CAUTIONARY STATEMENT
Statements made in this report in describing the Company's objectives,
projections, estimates,
expectations or predictions may be "forward-looking statements" within
the meaning of applicable securities laws and regulations.
Forward-looking statements are based on certain assumptions and
expectations of future events. The Company cannot guarantee that these
assumptions and expectations are accurate or will be realized by the
Company. Actual results could differ materially from those expressed in
the statement or implied due to the influence of external and internal
factors, which are beyond the control of the Company. The Company
assumes no responsibility to publicly amend, modify or revise any
forward-looking statements on the basis of any subsequent developments,
information or events.
PUBLIC DEPOSIT
During the year under review, your Company has not accepted any
deposits within the meaning of provisions of Chapter V - Acceptance of
Deposits by Companies of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules 2014, as amended from time to
time.
CORPORATE GOVERNANCE
As per Clause 49 of the Listing Agreement with the Stock Exchange,
Corporate Governance is applicable to your Company from 31st March
2015. Your Company shall comply with the requirements of Clause 49
within six months from the date, on which the provisions became
applicable to the Company i.e. within six months from 31st March, 2015.
OPEN OFFER
Open offer for acquisition of 1,04,000 (One Lac Four Thousand) fully
paid up equity shares of Rs. 10/- each from the shareholders of Arun
Varun Trade and Investment Limited ("AVTIL") by Mr. Gautam Bhandari
and Mr. Jayantilal Bhandari (hereinafter refer to as "Acquirers")
constituting 26.00% of the Issued, Subscribed, Paid - up Equity Share
Capital having Voting Rights of the Target Company, pursuant to and in
compliance with regulations 3(1) & 4 of the Securities And Exchange
Board Of India (Substantial Acquisition Of Shares And Takeovers)
Regulations 2011, as amended ("SEBI (SAST) Regulations").
Tentatively date of opening of the offer is Monday, October 19, 2015 &
Date of closing of the offer is Monday, November 02, 2015 which is
subject to change as per SEBI comments on open offer.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required under Section 134 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014 with regard to
Conservation of Energy & Technology absorption is not required to be
given, as the same is not applicable to the Company.
Foreign Exchange Earning : NIL
Foreign Exchange Outgo : NIL
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status and
the Company's future operations.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
Particulars of investments made by your Company are provided in the
Audited financial statement. (Please refer to Note 8 to the Audited
Financial Statement).
Further, there were no loans given, guarantees and Securities provided
by your Company under Section 186 of the Companies Act, 2013 during the
financial year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as
defined under Section 188 of the Companies Act, 2013 during the year
under review. Accordingly, the disclosure of related party transactions
as required under Section 134(3)(h) of the Companies Act, 2013 in Form
AOC 2 is not applicable.
AUDITORS AND AUDITORS REPORT
M/s. Ramanand Aiyar & Co., Chartered Accountants (FRN: 000990N) have
expressed their unwillingness to continue as Statutory Auditors of the
Company and do not offer themselves for re-appointment.
M/s. BDMV & Co., Chartered Accountants (Firm Registration Number:
101256W) being eligible, have consented to act as Statutory Auditors of
the Company to hold the office from the conclusion of 33rd Annual
General Meeting till the conclusion of 38th Annual General Meeting
(subject to the approval of the members at the ensuing Annual General
Meeting and ratification at every Annual General Meeting held
thereafter).
The notes to the Financial Statements referred to in the Auditors
Report are self-explanatory and do not call for any further comments
under Section 134 of the Companies Act, 2013.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed M/s. DMP &
Associates, Practicing Company Secretaries to undertake the Secretarial
Audit of the Company for the financial year 2014-15. The Report of the
Secretarial Audit Report is annexed herewith as "Annexure C.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE PRACTICING COMPANY SECRETARY IN
THEIR REPORTS
In regards to observations made on business activities of your Company,
we hereby state that as per our view, the business activities of your
Company does not falls under the definition of Non- Banking Finance
Company as per provisions of Reserve Bank of India Act, 1934 and
further, the management have obtained a legal opinion from an expert to
further support our view.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
(3) read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in "Annexure A" and is attached to this
Report.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Board of Directors of your Company met 6 (six) during the financial
year under review. The details of the same are under mentioned:
Date of Meeting Board Strength No. of Directors Present
30/05/2014 4 3
13/08/2014 4 3
27/08/2014 4 3
13/11/2014 4 3
08/12/2014 4 3
12/02/2015 4 4
20/03/2015 5 4
Further, your Board of Directors passed a Circular Resolution dated
March 30, 2015 for re- designation of Ms. Dharmistha J. Darji as
Additional Executive Director from Additional Non- Executive Director.
INDEPENDENT DIRECTORS MEETING
The Independent Directors met on March 20, 2015 without the attendance
of Non-Independent Directors and members of the Management. The
Independent Directors reviewed the performance of non-independent
Directors and the Board as a whole; the performance of the Chairman of
the Company, taking into account the views of Executive Directors and
Non- Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably
perform their duties.
COMMITTEES OF BOARD
Audit Committee, Stakeholders Relationship Committee and Nomination and
Remuneration Committee were constituted.
Details of various committees constituted by the Board of Directors as
per the provision of the Companies Act, 2013 within six month form
March 31, 2015.
ESTABLISHMENT OF VIGIL MECHANISM
Your Company has laid down Whistle Blower Policy covering Vigil
Mechanism with protective Clauses for the Whistle Blowers. The Whistle
Blower Policy is made available on the website of the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any Subsidiary, Joint Venture or Associate
Company within the meaning of the Companies Act, 2013 as on March 31,
2015
RISK MANAGEMENT
Your Board of Directors emphasis to oversee that all the risks that the
organization faces such as strategic, financial, credit, market,
liquidity, security, property, legal, regulatory, reputational and
other risks have been identified and assessed and there is an adequate
risk management arrangement in place capable of addressing those risks.
Further, the Audit Committee has additional oversight in the area of
financial risks and controls. Major risks identified by the businesses
and functions are systematically addressed through mitigating actions
on continuing basis.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance on Sexual Harassment at workplace.
During the year under review there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors is furnished
hereunder:
(A) Information pursuant to Section 197 of the Companies Act, 2013 read
with Rule 5(1) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014: i.
i. The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year
2014-15 and the percentage increase in remuneration of each Director,
Chief Financial Officer, Chief Executive Officer, Company Secretary in
the financial year 2014-15:
Name of Director & KMP Ratio of Remuneration of % increase in
each Director/to median remuneration in
remuneration of Employeesthe financial year
Executive Directors
Mr. Gautam R. Bhandari Nil Nil
Ms. Dharmistha J. Darji1 Nil Nil
Non-Executive Directors
Mr. Amit Shankerbhai Nil Nil
Patel 2
Mr. Ameet Muljibhai Nil Nil
Brahmbhatt
Key Managerial Personnel
Mr. Jayantilal R. ) Nil Nil
Bhandari(MD
Mr. Gautam R. Bhandari Nil Nil
(CFO)
Ms. Dharmistha J. Darji 11000/5000 = 2.2 Nil
(CS)3
1 Ms. Dharmistha J. Darji appointed as Additional Director w.e.f. 20th
March, 2015.
2 Mr. Amit Shankerbhai Patel appointed as an Independent Non-Executive
Director w.e.f. 12th February, 2015.
3 Appointed as Company Secretary w.e.f. 20th March, 2015.
ii. The median remuneration of employees of the Company during the
financial year was Rs. 5000.
iii. The percentage increase in the median remuneration of employees in
the financial year: Nil
iv. The number of permanent employees on the rolls of Company: 1 (one)
as on 31st March, 2015.
v. The explanation on the relationship between average increase in
remuneration and Company performance: Nil
vi. Comparison of the remuneration of the key managerial personnel
against the performance of the Company:
The total remuneration of key managerial personnel is Rs. 6800 in
2014-15 whereas during the year under review, the Company registered a
profit after tax of Rs. 133.80 lacs as compared to profit after tax of
Rs. 130.57 lacs in the previous year.
vii. Variations in the market capitalization of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year:
Particulars 31st March, 2015 31st March, 2014 % Change
Market Capitalization 2520000 2520000 0
(in Rs.)
Price Earning Ratio 0.19 0.19 0
viii. Percentage increase over decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company
came out with the last public offer:
The Market Price of Company's share as on 31st March, 2015 was Rs.
6.30/- on BSE.
The Company has not made any public offer in the recent past and
accordingly, comparison of Public Offer Price and the current market
price of the Company's shares are not relevant.
ix. Average percentile increase made in the salaries of employees
other than the managerial personnel in the last financial year i.e.
2014-15 was Nil.
x. The key parameters for any variable component of remuneration
availed by the Directors: Nil
xi. The ratio of the remuneration of the highest paid Director to that
of the employees who are not Directors but receive remuneration in
excess of the highest paid Director during the year: N.A.
xii. Affirmation that the remuneration is as per the Remuneration
Policy of the Company (Annexure B)
It is confirmed that the remuneration is as per the Remuneration Policy
of the Company.
(B) The information pursuant to Section 197 of the Companies Act, 2013
read with Rule 5(2) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is not applicable, since during the
year under review none of the employees of the Company was in receipt
of remuneration in excess of the limits specified, whether employed for
the whole year or part thereof.
APPRECIATION:
Your Directors acknowledge with gratitude the co-operation and
assistance given by the Bankers, Distributors, Customers, Investors, BSE
Ltd., National Securities Depository Ltd., Central Depository Services
(India) Ltd., and R & T Agent during the year under review and are
confident that your Company will continue to receive such support in the
years ahead. The Directors also wish to thank all the employees for
their contribution, high degree of commitment, support and continued
co-operation throughout the year.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Place: Mumbai.
Date: 02 nd September, 2015
Jayantilal R. Bhandari Gautam R. Bhandari
Chairman & Managing Director CFO & Director
DIN :01897297 DIN:00427678
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