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 relativesÂ
(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, ofÂ
(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 relativesÂ
(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