DIRECTORS' REPORT The Members, Your Directors have pleasure in presenting the 30th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2015. 2. DIVIDEND: Your Directors do not recommend any dividend for the year ended 31st March 2015 with a view to conserve the resources for future. 3. STATE OF AFFAIRS OF THE COMPANY: During the year ended 31st March, 2015, your Company has earned total revenue aggregating to Rs. 364.63 Lacs. After providing for Depreciation and Finance Cost, the Company has registered a profit before tax Rs. lacs.263.62 After making provision for tax in respect of current year and MAT and deferred tax, the profit after tax of Rs. 247.48 Lacs has been carried to the Balance sheet. 4. TRANSFER TO RESERVE: Your Company has not transferred anything to reserve during the year under review. 5. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES: Arkaya Commercial Private Limited is an associate of the company. During the year under review, Four Dimensions Capital Markets Private Limited, Mahotsav Trading and Finance Private Limited and Windsor Trading and Finance Private Limited ceased to be associate of the company and none of the Companies have become or ceased to be Company's subsidiary and joint ventures. Pursuant to Section 129 (3) of the Companies Act, 2013 read with the Rules (5) of the Companies Act, 2014 the salient feature of Financial Statement of Associates in Form AOC 1 is attached as "Annexure 1" which forms part of this 6. DIRECTORS & KEY MANAGERIAL PERSONNEL: Director Your Company has 4 (Four) directors, consisting of 2 (Two) Independent Director, 2(Two) Non-Executive Director as on 31st March, 2015. Independent Director In terms of the definition of 'Independence' of Directors as prescribed under Clause 49 of Listing Agreement entered with the Stock Exchanges and Section 149 (6) of Companies Act, 2013 and based on the confirmation received from the Directors, the following Non - Executive Directors are Independent Directors :- 1. Shri. Ashish Mohta 2. Shri. Hatim Fakhruddin Harianawala Familiarisation programme for Independent Directors As per the requirement of Clause 49 of the Listing Agreement, during the year under review, two programmes were conducted for familiarization of independent directors. The details of such programmes can be viewed on the website of the company at http://aronicommercials.com/polices-and-code.html. WOMEN DIRECTOR In terms of the provision of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a company shall have at least one women director on the board of the company. Your Company has appointed Smt. Manisha Parikh on 18th December, 2014. Appointment / Resignation of Directors Shri.V. V. Sureshkumar, Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Smt. Manisha Parikh was appointed as an Additional Director of the Company w.e.f 18th December, 2014 pursuant to Section 161 of the Companies Act, 2013 read with the Articles of Association of the Company. Smt. Manisha Parikh will hold office till the ensuing Annual General Meeting. The Company has received the notice under section 160 of Companies Act, 2013 from the member of the company proposing her candidature for the office of Director of the company. Shri. Hatim Harianwala was appointed as Independent Director on 13th February, 2015 for a period of Five years. Shri. Bhagawati Prasad Kejariwal, Shri. Ritesh Zaveri and Shri. Ravi Chaturvedi have resigned from the directorship of the Company with effect from 11th July, 2014, 19th December, 2014 and 13th February, 2015 respectively. The Board placed on record its appreciation of the enormous contribution made by them during their tenure as Directors of the Company. A brief profile of Directors proposed to be re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting. The Company has devised a policy on directors' appointment and remuneration including criteria for deeming qualifications, independence of director and other matter provided under sub-section (3) of section 178 which is enclosed to this report. Appointment / Resignation of Key Managerial Personnel Shri. Nirav Shah , CEO, Shri. Anoop Chaturvedi and Smt. Shreya Dhende, Company Secretary are the Key Managerial Personnel as per the provision of the Companies Act, 2013. Shri. Nirav Shah was appointed as CEO of the Company with effect from 01st May, 2014, Shri. Anoop Chaturvedi is CFO of the Company since 2011. In terms of requirement of section 203 of the Companies Act, 2013 he was re-designated as Key Managerial Personnel with effect from 13th February, 2015 Smt. Avani Jani has resigned from the office of Company Secretary on 30th June, 2015 & Smt. Shreya Dhende has been appointed as Company Secretary with effect Number of meetings of the Board Regular meeting of the board are held to discuss and decide on various business policies, strategies and other business decisions. The Board met 10 (Ten) times during the FY 2014 - 2015 viz. 28th May, 2014, 11th July, 2014, 26th July, 2014, 07th August, 2014, 04th September, 2014, 30th September, 2014, 12th November, 2014, 18th December, 2014, 14th January, 2015 and 13th February, 2015. Additionally several committee meetings were held during the year including Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee and Risk Management Committee. Committees of the Board The Company has several committees which has been established as a part of good Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws. Company has following Committees of the Board • Audit Committee • Nomination & Remuneration Committee • Stakeholder Relationship Committee • Risk Management Committee DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors states that: • that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; • that 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 as at 31st March, 2015 and of the profit and loss of the Company for the year ended on that date; • 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, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; • that the directors had prepared the annual accounts on a going concern basis. • that the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and; • 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. 8. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 201415, the Company has not received any complaints on sexual harassment and no complaints is remain pending as on 31 March, 2015. 9. CORPORATE GOVERNANCE: Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from M/s. Nishant Jawasa & Associates, Company Secretaries in practice confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report. 10. MANGEMENT'S DISCUSSION AND ANALYSIS REPORT Management's Discussion and Analysis Report for the year under review, as stipulated in the Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming the part of the Annual Report. 11. AUDITORS: M/s Lalit Mehta Associates, Chartered Accountants, the Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received intimation to the effect that the proposed re-appointment, if made, would be within the prescribed limit under section 141 of the Companies Act, 2013 and Rules made thereunder. The said Auditors have confirmed their willingness to accept office, if re-appointed. The Board on the recommendation of the Audit Committee has proposed the re-appointment of M/s. Lalit Mehta Associates as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of next AGM at such remuneration to be decided by the Board of Directors in consultation with the said Auditors Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration. The Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. 12. SECRETARIAL AUDITOR: The Board has appointed M/s Nishant Jawasa and Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-2015. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed to this Report as "Annexure 2". The Secretarial Audit's Report are self-explanatory and do not call for any further comments except that intimation required under Clause 20b of listing agreement was not intimated to the Stock Exchanges. Management was of the view that the details as required under Clause 20b is similar as given in the Audited results under Clause 41 and was not intimated separately, however we assure the compliance of the same henceforth. 13. PUBLIC DEPOSITS: The Company has not accepted any deposits from public. 14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: A] Conservation of Energy and Technology Absorption: i) The step taken or impacts on conversation of energy - The operation of your Company are not energy intensive. However, adequate measures have been initiated for conservation of energy. ii) The steps taken by the Company for utilizing alternative sources of energy -though the operations of the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when necessity arises. 15. PARTICULARS OF EMPLOYEES: The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 197 (12) of the Companies Act, 2013, read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 16. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GURANTEES GIVEN AND SECURITIES PROVIDED: Details of Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements. The company has not given any loan during the year under review. 17. EXTRACT OF ANNUAL RETURN The details forming part of extract of the Annual Return in form MGT-9 a required under section 92 of the Companies Act, 2013, is included in this report as "Annexure-3" and forms an integral part of this Report. 18. INDEPENDENT DIRECTORS' DECLARATION: Shri. Ashish Mohta and Shri. Hatim Harianwala who are independent Directors, have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section 149 of the Act and revised Clause 49 of the Listing Agreement. Further, there has been no change in the circumstances which may affect their status as independent director during the year. 19. RISK MANAGEMENT During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework and (b) Overseeing that all the risk that the organization faces have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee. The Company manages monitors and reports on the principal risk and uncertainties that can impact its ability to achieve its objective. 20. INTERNAL FINANCIAL CONTROLS: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed 21. WHISTLE BLOWER POLICY The Company has a whistle Blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company (www.aronicommercials.com) or through the following link http://aronicommercials.com/policy/ latestX20whistle-blower-policy.pdf 22. REMUNERATION AND NOMINATION POLICY The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members and the same has been annexed with this report as "Annexure 4". 23. BOARD EVALUATION The Nomination and Remuneration Committee and the Board of Directors has laid down criteria for performance evaluation of Directors, Chairperson, Board Level Committees and Board as a whole and also the evaluation process for the same. The performances of the members of the Board, the Board level Committees and the Board as a whole were evaluated at the meeting of the Independent Directors and the Board of the Directors held on December 22, 2014 and December 18, 2014 respectively.The Board of Directors expressed their satisfaction with the evaluation process. 24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is included in this report as "Annexure-5" The Policy on materiality of related party transactions and dealing with related party transactions as approvedby the Board may be accessed on the Company's website at the link: http://www. aronicommercials.com/policy/RPT%20Policy.pdf 25. PARTICULARS OF REMUNERATION The information required under Section 197 of the Act and the Rules made there-under, in respect of the employees of the company a) The ratio of the remuneration of each director to the median remuneration of the employee of the company for the financial year: NA No remuneration is been paid to the Directors of the company. b) The percentage of increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary if any, in the financial year- d) The number of permanent employees on the rolls of company as on 31.03.2015 are 7 (Seven). e) The explanation on the relationship between average increase in remuneration and company performance On an average, employees received an increase of 17.45%. The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects company performance, the performance pay is linked to organization performance. g) 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 and percentage increase over decrease in the market quotations of the share s of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year. h) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration j) The key parameters for any variable component of remuneration availed by the directors No variable component of remuneration has been availed by the directors k) The ratio of the remuneration to 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: NA l) Affirmation that the remuneration is as per the remuneration policy of the Company The Company's remuneration policy is driven by the success and performance of the individual employees and the Company. Through the compensation package, the Company endeavor to attract, retain develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process, The Company affirms remuneration is as per the remuneration policy of the company. 26. MATERIAL CHANGES AND COMMITMENTS, IF ANY, IN THE FINANCIAL STATEMENTS:There are no material changes or commitments which have occurred subsequent to the close of the financial year of the Company to which the financial statements relates and the date of this Report. 27. GENERAL: Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under the review: 1. Details relating to deposits covered under Chapter V of the Act. 2. Issue of equity shares with differential rights as to dividend, voting or otherwise. 3. Issue of share (including sweat equity shares) to employees of the Company under any scheme. 4. The Company does not have any subsidiary and hence none of the Directors of the company receives any remuneration or commission from any of its subsidiaries 5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. 28. ACKNOWLEDGEMENTS: Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Banks and Statutory Authorities. Your Directors express their deep appreciation to the Company's employees at all levels for their unstinted efforts and valuable contributions during the year. For and on behalf of the Board of Directors SD/- V. V Sureshkumar CHAIRMAN DIN: 00053859 Place: Mumbai Dated: 12th August,2015 |