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Directors Report of Aris International Ltd.

Mar 31, 2015

Dear members,

The directors have pleasure in presenting the 20th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015

FINANCIAL RESULTS

The Financial Results are stated as under (Rs.)

PARTICULARS Year Ended Year Ended 31.03.2015 31.03.2014

Sales & Operating Income 8,90,000 2,00,000

Other Income 5,400 -

Total Expenditure 8,80,747 9,16,395

Gross Income/ (Loss) before Interest, Depreciation and 14,653 (7,16,395) Taxation

Depreciation - -

Provision for Taxation - -

Net Profit/(Loss) 11,653 (716,395)

OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK

Income of the company from operation is of Rs. 8,90,000/- as compared to Rs. 2,00,000/- in previous year. Profit before Tax is 14,653 as compared to (7,163,95) in previous year.

DIVIDEND

In view of the carry forward losses incurred in the earlier years and pursuant to section123 of the Companies Act, 2013, the board regrets its inability to declare any dividend for the year under review.

TRANSFER TO RESERVE

The Company proposes to carry Rs. (45,59,808) /- to the General Reserve of the Company.

FIXED DEPOSITS

As on 31.03.2015, the company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2015, which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public.

CAPITAL RE-ORGANISATION

The Company considering the accumulated losses, under clause 24(f) of the Listing Agreement with BSE and on receipt of the in- principle approval filed an application with the Hon'ble High Court under section 100-104 of the Companies Act, 1956 for Reduction of capital. The Hon'ble High Court approved the reduction of capital on 07th November, 2014. The Company carried out necessary corporate action to give effect to the reduction of capital.

After giving effect to the reduction of capital, the present capital of the company consists of Rs. 4,620,100 (Rupees Forty Six Lacs Twenty Thousand One Hundred only) divided into 462,010 (Four Lacs Sixty Two Thousand Ten) Equity Shares of Rs. 10/- (Rupees ten only).

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

There were no Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013.

CORPORATE GOVERNANCE

As per the directions of SEBI and the Bombay Stock Exchange Ltd., the code of corporate governance become applicable to the company w.e.f.2002-03 and accordingly the company has been adhering to the directions and guidelines as required. The report on the code of corporate governance is annexed separately in this Annual report.

DIRECTORS

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. Due to forfeiture of shares the shareholding of the Independent Director Mr. Avinash Tiwari reached more than 2% of the paid up equity share capital of the Company.

Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

The Nomination and Remuneration Committee at their meeting held on 30th May, 2015 has recommended the appointment of Ms. Laxmi Raju Nadam as the Independent Woman Director of the company with effect from 30.5.2015 and for period of 5-years and her appointment will be confirmed by the members at the Annual general meeting to be held on 8th August, 2015 as required under Section 149(10). She is not liable to retire by rotation.

Ms. Neha Agarwal - Independent Director due to personal pre occupation resigned as a director of the company w.e.f. 30.05. 2015.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

NUMBER OF MEETINGS OF THE BOARD

The Board met 6 times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2015, the Board consists of 4 members. Out of which one is the Managing Director, two Independent Directors. The Woman Director is also one of the Independent Directors.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act, 2013; and

(d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

The format of the letter of appointment is available on our website, http://arisinternational.in/.

COMMITTEES OF THE BOARD

Currently, the Board has six committees: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee, 4. Share Transfer Committee, 5. Risk Management Committee and 6. Corporate Social Responsibility Committee.

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

The infrastructure and realty segment presently witnessing down trend. The Company decides to follow the infrastructure and government sponsored projects in future.

By strictly following the regulatory norms and RBI financial Guidelines, the company effectively manages the risks and has a focused Risk Management monitoring in place.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis.

GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

There are no material departures from prescribed accounting standards in the adoption of these standards. The directors hereby confirm that:

1. In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.

2. The directors have 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 and of the profit and loss of the Company for that period.

3. The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have laid down internal financial controls, which are adequate and are operating effectively.

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

AUDITORS

STATUTORY AUDITORS

At the Annual General Meeting held on June 14, 2014, M/s. K.M. Tapuriah & Co., Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017.

In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. K.M. Tapuriah & Co, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 134 of the companies Act, 2013.

SECRETARIAL AUDITOR

M/s. Saroj Panda & Co. - Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report and part of the Board's report as Annexure -1.

The Board has re-appointed M/s. Saroj Panda & Co Practicing Company Secretaries, as secretarial auditor of the Company for the financial year 2015-16.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website http://arisinternationalltd.in

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

EXTRACT OF ANNUAL RETURNS

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed as Annexure -2.

1. The Paid up capital of the Company: Rs. 46,20,100/- consisting of 4,62,010 equity shares of face value of Rs.10/-each.

2. The Board of Directors of the company consists of 4 Directors namely Mr. Pawan Tirewal, Mr. Ramesh Mishra, Mr. Avinash Tiwari, Ms. Neha Agarwal. Out of which 2 directors namely Mr. Avinash Tiwari and Ms. Neha Agarwal were 2 Independent Directors.

3. The secured debt of the company is Nil.

4. The Promoters holding is consists of 270,10 equity shares of Rs.10/- each amounting to 5.85 %.

5. There was no un-paid dividend during the year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.

M/s. G.S. Nayak & Co. - Chartered Accountants is the Internal Auditor of the Company INVESTOR COMPLAINTS AND COMPLIANCE

All the investor complaints have been duly resolved and as on date no complaints are outstanding.

HUMAN RESOURCES MANAGEMENT

Your Directors would like to place on record their deep appreciation to all the employees for rendering quality services in every constituent of the company.

To ensure good human resources management at the company, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs.

As per provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure 3 to the Board's report.

As per the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee employed in the company throughout the financial year or part thereof in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month.

Under Section 22 & 28 of the Sexual Harassment of Women at the Workplace Act, 2013, there were no complaints filed against any person or reported.

CORPORATE SOCIAL RESPONSIBILITY

As per the Companies Act, 2013, all companies having net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a corporate social responsibility (CSR) committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Company's three immediately preceding financial year.

The Company presently does not meet with any of the criteria stated herein above.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of Energy, Technology Absorption are not applicable in the case of the company. However the company took adequate steps to conserve the Energy and used the latest technology.

During the year under review there were no foreign Exchange Earnings. The Foreign Exchange out go is Nil.

CERTIFICATE ON CORPORATE GOVERNANCE

Certificate on corporate governance as required by Clause 49 of the Listing Agreement, the Mr. Saroj Panda & Co.-Company Secretary in Practice has issued the certificate on corporate governance is appended as Annexure 4 to the Board's report.

PAYMENT OF LISTING FEES

Your company shares are listed on Bombay Stock Exchange Ltd., the listing fees for the year 2015-2016 have been paid to the stock exchange. The company has been complying with all the conditions require to be complied with in the listing agreement.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for co-operation and support extended by the Government, Banks, Shareholders, and Customers for their continued support extended to the Company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Sd/- Sd/- Ramesh Mishra Pawankumar Tibrewal Director Managing Director Place: Mumbai Dated:30/05/2015


Mar 31, 2014

To The Members

ARIS INTERNATIONAL LTD.

The Directors present the 19th Annual Report of your Company along with the Audited Statement of Accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The Financial Results are stated as under: (Rs.) PARTICULARS Year Ended Year Ended 31.03.2014 31.03.2013

Sales & Operating Income 200,000 548,035

Other Income - -

Total Expenditure 916,395 1,698,418

Gross Income/ (Loss) before Interest, Depreciation and (716,395) (1,150,383) Taxation

Depreciation - -

Provision for Taxation - -

Net Loss (716,395) (1,150,383)



OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK

Income of the company from operation is of Rs.2,00,000 /- as compared to Rs. 548,035 in previous year. Profit before Tax (7,163,95) is as compared to (1,150,383) in previous year.

DIVIDEND

Directors do not recommend any dividend for the year ended 31st March, 2013 in view to conserve the resources.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 217 (3) of the companies Act, 1956.

AUDITORS

The retiring Auditors M/S K. M TAPURIAH & CO - Chartered Accountants, have been reappointed to hold office as statutory auditor of the Company, till the conclusion of the next Annual General Meeting. They have furnished a certificate to the effect that the proposed re-appointment is in accordance with the limits specified U/s. 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees are covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

As per the directions of SEBI , the report on corporate governance is annexed separately in this Annual report.

DIRECTORS

Mr. Satyajit Mishra resigned as a director of the company w.e.f. 7th October, 2013 Mr. Nitin Oza resigned as a director of the company w.e.f. 19th September,2013

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and of the profit and loss of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31 March, 2014 on a ''going concern'' basis.

(v) That the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively;

(vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BANK AND FINANCIAL INSTITUTIONS

Directors are thankful to their bankers for their continued support to the company.

HUMAN RESOURCES

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company.

EMPLOYER/EMPLOYEE RELATIONS

The relationship with the workers of the Company''s manufacturing units and other staff has continued to be cordial. The Directors wish to put on record their sincere appreciation and gratitude for the services rendered by the workers and staff at all levels.

PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

PARTICULARS AS PER SECTION 217 (2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 60,00,000/- or more per annum, if employed throughout the year, or Rs. 5,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under section 217 (2A) of the Companies Act, 1956 and the rules made there under.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with section 383A, of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the company has obtained a certificate from a secretary in whole time practice confirming that the company has complied with all the provisions of the Act and copy of such certificate annexed to this report.

FIXED DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

CORPORATE GOVERNANCE:

A Report on Corporate Governance as also a Management Discussion and Analysis Report along with a certificate from M/s K M Tapuriah & Co , Chartered Accountants, regarding compliance of requirements of Corporate Governance pursuant to Clause 49 of the Listing Agreement with the Stock Exchange is annexed herewith.

EXTRACT OF ANNUAL RETURNS

1. The Paid up capital of the Company: Rs. 46,201,000/- consisting of 46,20,100 equity shares of face value of Rs.10/- each.

2. The Board of Directors of the company consists of 4 Directors namely Mr. Pawan Tirewal, Mr. Ramesh Mishra, Mr. Avinash Tiwari, Ms. Neha Agarwal. Out of which 2 directors namely Mr. Avinash Tiwari and Ms. Neha Agarwal were 2 Independent Directors.

3. The secured debt of the company is Nil.

4. The Promoters holding is consists of 270,100 equity shares of Rs.10/- each amounting to 5.85 %.

5. There was no un-paid dividend during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given in Annexure-1 to this report.

RISK MANAGEMENT POLICY

The company has developed Risk Management Policy mainly covering the following areas of concerns

1. License and policy of respective government all over the world.

2. The Company''s risk and control policy is designed to provide reasonable assurance that objectives are meet by integrating management control into daily operation, by ensuring all the Compliance

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

6. Independent director possesses such qualifications as may be directed by the Board.

7. The Company & the Independent Directors shall abide by the provisions specified in schedule IV of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee consisting of Three (3) of Directors Mr. Pawan Tibrewal, Mr. Avinash Tiwari – Independent Director and Ms. Neha Agarwal being the Chairman of the Committee. The Gist of the Policy of the said committee:

1. For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become ID;

b. He has to fulfill the requirements as per section 149 of the Companies Act, 1956 read with cl. 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. ID should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. ID should be able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual Meeting.

PERFORMANCE OF THE BOARD AND COMMITTEE:

During the year under review, the performance of the Board & Committee and Individual Director(s) based on the below parameters satisfactory:

1. Most of the Directors attended the Board meeting;

2. The remunerations paid to executive Directors strictly as per the company and industry policy.

3. The Independent Directors only received sitting fees.

4. The Independent Directors contributed a lot based on their experience and knowledge and Independent views.

5. The Credit Policy, Loan Policy and compliances were reviewed;

6. Implementation of Risk Management Policy

DETAILS RELATING TO LOANS AND INVESTMENTS:

Details relating to section 186 of the Companies Act, 2013 with regards to loans & investment made by the company are given in detail in the Auditor''s Report and the annexures thereto.

RELATED PARTY TRANSACTIONS:

Details of related party transactions as per section 188 of the Companies Act, 2013 are given in the Auditor''s report and annexures thereto.

REDUCTION OF CAPITAL:

The accumulated losses of the company as on 31st March, 2014 was of Rs. 4,61,52,361 which amounts to more than 98% erosion of its paid up capital, the company preferred a reduction of capital under section 100 – 104 of the Companies Act, 1956 and the members at their meeting held on 19th July, 2014 approved the same.

Presently the company is waiting for In Principle approval from BSE as per clause 24(f) of Listing Agreement for reduction of capital.

ACKNOWLEDGEMENTS

The Board of Directors expressed their sincere gratitude to its employees, suppliers, share holders, bankers and other government agencies for their continued support.

For and on behalf of the Board

Place : Mumbai Sd/- Date: 14th August, 2014 Pawan Tibrewal Managing Director


Mar 31, 2012

To The Members of ADITYA GEARS LTD.

The Directors present the 17th Annual Report of your Company along with the-Audited Statement of Accounts for the Financial Year ended March 31, 2012.

FINANCIAL RESULTS

The Financial Results are stated as under:

PARTICULARS Year Ended 31.03.2012

(Rs. in Lacs)

Sales & Operating Income Nil

Other Income 12.33

Gross Income/ (Loss) before Interest, Depreciation and Taxation (0.34)

Interest & Finance Charges (0.01)

Gross Loss after Interest but before Depreciation and Taxation (0.35)

Depreciation Nil

Provision for Taxation Nil

Net Loss (0.35)

OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK

We are pleased to report that we have undertaken the process of getting the revocation of suspension of the company's share at BSE. We have received the in principle approval for revocation of suspension from BSE. The due formalities for relisting are under process and very soon the shares will start trading at BSE. .

Going forward the reconstituted board will bring new vision and we will now be able to undertake new venture with renewed vigour and proper ease. The renewed activities will be undertaken after due diligence after reviving the future prospects of the company.

DIVIDEND

Your Directors did not recommend any dividend for the year under review.

EXPORTS

The export markets will be explored as the future opportunities emerges.

CALL MONEY ARREARS

We request the Share Holders to clear the Call Money who have not done so yet. The Company urgently needs Capital at this point to achieve the growth emerging from the forthcoming opportunities.

The Company will now have to initiate forfeiture steps if the money will not come finally.

FINANCE

The Company needs fresh inflow of fund to meet the capital requirement.

CONSERVATION OF ENERGY

The thrust on energy conservation continues and necessary measures for optimization of energy consumption have been taken.

PARTICULARS OF EMPLOYEES

None of the employees are covered under section 217(2A) of the Companies Act, 1956 read with (he Companies (Particulars of Employees) Rules, 1975.

DIRECTORS .

The following have been appointed w.e.f. 13/02/2012 as Independent and Additional Directors:

1. Mr. S. Basu

2. Mr. Satyajit Mishra

3. Mr. Nitin Oza

On 20th July 2012 Mr. Ramesh Mishra has been appointed Additional Director of the Company, as co-promoter of the Company. Mr. Anant Veer Harlalka , Ms. Sunita Harlalka & Mr. S. Basu resigned on 20th July, 2012 as Director of the Company.

Mr. Ashok Kumar Harlalka whose term as Managing Director comes to an end at the forthcoming AGM of 2012. He has expressed his un-willingness to continue as Managing Director of the company from that date.

DE-LISTING OF THE SHARES

Pursuant to clause 5.2 of the Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003, ("Delisting Guidelines") ,the company is in the process of making applications for voluntary delisting of its equity shares from the CalCutta Stock Exchange, Jaipur Stock Exchange & Ahmedabad Stock Exchange .

The Listing of shares will continue at The Stock Exchange , Mumbai, (BSE) who has national presence. The Company already made an application for revocation of suspension of trading at BSE and for connectivity to NSDL & CDSL.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY:

The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESEARCH DEVELOPMENT ACTIVITIES :

Continuous efforts are being made to improve reliability and quality through in-house R&D efforts.

C) TECHNOLOGY ABSORPTION :

The Company will equip with technologies from world's leading technology providers.

D) FOREIGN EXCHANGE EARNINGS & OUTGO :

There are no foreign exchange earnings and outgo during the year under review. AUDITORS

M/s. Bhattacharya Sengupta & Co resigned as Statutory Auditor of the company due to pre-occupation and the Board has re-commended the appointment of M/s. K.M. Tapuriah & Co. as statutory Auditor of the company for the financial year 2012 -13.

DIRECTORS' 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 217 (2AA) of the Companies Act, 1956;

a) That in the preparation of the Annual Accounts for the year ended 31st March'2012, the applicable accounting standards have been followed;

b) That such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March'2012, and of the profit of the Company for the year;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Annual accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors expressed their sincere gratitude to its employees, suppliers, share holders, bankers and other government agencies for their continued support.

For and on behalf of the Board

Place : Kolkata ASHOK KUMAR HARLALKA

The 20th July, 2012 Chairman


Mar 31, 2010

To The Members ADITYA GEARS LTD.

The Directors present the 15th Annual Report of your Company along with the Audited Statement of Accounts for the Financial Year ended March 31, 2010.

FINANCIAL RESULTS

The Financial Results are stated as under:

PARTICULARS Year Ended 31.03.2010 (Rs. in Lacs)

Sales & Operating Income 14.27

Other Income 19.47

Gross Loss before Interest, Depreciation and Taxation (5.02)

Interest & Finance charges Nil

Gross Loss after Interest but before

Depreciation and Taxation (5.02)

Depreciation 19.97

Provision for Taxation Nil

Provision for Fringe Benefit Tax Nil

Net Loss (24.99)

OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK

The Bank had already served notice on SARFASI in March, 2010. We have to sell the Fixed Assets to meet the payment obligations of the bankers. We will plan our renewed activities once we are able to come out of this non performing scenario. The new activities with renewed vigour will be undertaken for reviving the future prospects of the Company. We request shareholders to pay Call Money arrears which will help in the renewed activities.

DIVIDEND

Your Directors did not recommend any dividend for the year under review.

EXPORTS

The present market condition are not conducive for the export markets and will explore the future opportunities.

CALL MONEY ARREARS

We request the Share Holders to clear the Call Money who have not done so yet. The Company urgently needs Capital at this point to achieve the growth emerging from the forthcoming opportunities. The Call Money collection will definitely help to achieve the results of the Company. The immediate action will be appreciated.

FINANCE

The Company needs fresh inflow of fund to meet the current capital need. The Board will also consider selling of its Fixed Assets as the situation warrants to meet its commitments to bank and restructure the future activities.

CONSERVATION OF ENERGY

The thrust on energy conservation continues and necessary measures for optimization of energy consumption have been taken.

PARTICULARS OF EMPLOYEES

None of the employees are covered under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS

Mr. Anant Veer Harlalka, retires by rotation as a Director and being eligible, offers himself for re- appointment as Director of the Company.

AUDITORS

M/s. G. Agarwal & Associates, the retiring Auditors, have expressed their willingness for re- appointment.

DIRECTORS' 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 217 (2AA) of the Companies Act, 1956 :

a) That in the preparation of the Annual Accounts for the year ended 31st March 2010, the applicable accounting standards have been followed ;

b) That such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March' 2010, and of the profit of the company for the year;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; IP

d) That the Annual accounts for the year ended 31st March' 2010 have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

The Board of Directors expressed their sincere gratitude to its employees, suppliers, share holders, bankers and other government agencies for their continued support.

For and on behalf of the Board

ASHOK KUMAR HARLALKA

Place : Kolkata Chairman and

The 30th day of June, 2010 Managing Director