Your Directors have pleasure in presenting their 31st Annual Report on the business and operations of the
Company and the accounts for the Financial Year ended on 31st March, 2024.
1. Financial summary or highlights/Performance of the Company
The financial results for the year as under: (Rupees in Lacs)
|
Particular
|
Year ended
31.03.2024
|
Year ended
31.03.2023
|
|
Sales & Other Income
|
85.33
|
49.58
|
|
Profit before Depreciation
|
36.57
|
15.09
|
|
Less: Depreciation
|
13.01
|
13.01
|
|
Profit/Loss of the year
|
23.56
|
2.08
|
|
Less: Provision for Taxation
|
0.00
|
0.00
|
|
Provision for Deferred Tax
|
0.00
|
0.00
|
|
Profit/Loss After Tax
|
23.56
|
2.08
|
2. Dividend
Your Board does not recommend any dividend for the financial year 2023-24.
3. Reserves
Your Board does not propose to carry to any reserves for the financial year 2023-24.
4. Brief description of the Company's working during the year/State of Company's affair
There was revenue from operation of Rs. 85.33 lacs during the FY 2023-24 as compared to Rs. 49.58 lacs
during the previous FY 2022-23 and there is profit of Rs. 23.56 lacs during the FY 2023-24 as compared to
Net Profit of Rs. 2.08 lacs during the previous FY 2022-23.
5. Change in the nature of business, if any
There was no change in the nature of business during the FY 2023-24.
6. Material changes and commitments, if any, affecting the financial position of the company which have
occurred between the end of the financial year of the company to which the financial statements
relate and the date of the report
No material changes occurred subsequent to the close of the financial year of the Company to which the
balance sheet relates and the date of the report.
7. Details of significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and company's operations in future
No significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and company's operations in future during the financial year and or subsequent to the close of
the financial year of the Company to which the balance sheet relates and the date of the report.
8. Details in respect of adequacy of internal financial controls with reference to the Financial
Statements.
The management of the Company has taken adequate steps for internal financial controls with reference to
Financial statements.
9. Details of Subsidiary/Joint Ventures/Associate Companies
Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.
10. Performance and financial position of each of the subsidiaries, associates and joint venture
companies included in the consolidated financial statement
Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.
11. DEPOSITS
Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the
year. Therefore the details relating to deposits, covered under Chapter V of the Act is not applicable.
12. STATUTORY AUDITORS
M/s V. J. Amin & Co, the existing statutory auditors of the Company had been appointed at the Annual
General Meeting of the Company held on 29/09/2020 for a period of five years and is eligible to act as
auditors for the current financial year.
M/s. Nakul & Kush., Chartered Accountants, had been appointed as an Internal Auditors at the meeting of the
Board of Director held on 8th August, 2024 for the FY 2023-24 for conducting internal audit of the company.
13. AUDITORS' REPORT
The observations of the Auditors are explained, wherever necessary, in an appropriate notes to the Audited
Statement of Accounts. No qualification, reservation or adverse remark or disclaimer has been made by the
auditor in their report for the FY 2023-24.
14. SHARE CAPITAL
During the year under review, the Company has not issued any securities nor has granted any stock option or
sweat equity.
15. Web link for Annual return
Since the Company doesn't have any website, no web-link has been provided pursuant to Section 92(3) of the
Companies Act, 2013 read with rules made thereunder.
16. Conservation of energy, technology absorption and foreign exchange earnings and outgo
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are
attached herewith (Annexure-A)
17. Corporate Social Responsibility (CSR)
As your Company does not fall under the class of Companies specified under section 135 of the Companies
Act, 2013 for spending any sum towards Corporate Social Responsibility as Net worth of the Company is
below Indian Rupees 500 crore or Turnover is below Indian Rupees 1000 crore or a Net Profit is below
Indian Rupees 5 crore during the preceding financial year ended on 31st March, 2023 and therefore the
Company has not spent any sum towards Corporate Social Responsibility during the financial year 2023-24.
18. Directors
A) Changes in Directors and Key Managerial Personnel
> Mr. Anupama Bharat Gupta, Director of the Company, retired by rotation and re-appointed at the annual
general meeting held on21st September, 2024.
> Mrs. Nidhi Khandelwal was appointed Company Secretary and Compliance Officer of the Company at the
meeting of the Board of Directors held on 13th October, 2023.
B) Declaration by Director(s) and re- appointment, if any
Re-appointments:
Mr. Anupama Bharat Gupta, Director of the Company retiring by rotation and eligible for re-appointment
has given his consent and declaration under form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of
Companies (Appointment and Qualification of Directors) Rules, 2014.
Details of director seeking re-appointment as per regulation 36 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulation, 2015 is attached herewith. (Annexure- E).
C) Formal Annual Evaluation
The Company has devised a policy for performance evaluation of Independent Directors, Board,
Committees and individual Directors which includes criteria for performance evaluation of executive
directors and non-executive directors.
In evaluating the suitability of individual Board members, the Committee may take into account factors,
such as:
i. General understanding of the Company's business;
ii. Educational back ground and experience:
iii. Personal and professional ethics, integrity and values;
iv. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities
effectively.
D) Opinion of the Board:
Your Board is of opinion that independent directors of the Company, appointed / reappointed at the last
AGM, possess requisite qualifications, experience and expertise and they hold good standard of integrity in
various fields.
19. Number of meetings of the Board of Directors
During the year from 1st April, 2023 to 31st March, 2024 the Board of Directors met five times on the
following dates:
|
Sr. No.
|
Date
|
Board Strength
|
No. of Directors
Present
|
|
1
|
30/05/2023
|
3
|
3
|
|
2
|
11/08/2023
|
3
|
3
|
|
3
|
13/10/2023
|
3
|
3
|
|
4
|
04/11/2023
|
3
|
3
|
|
5
|
13/02/2024
|
3
|
3
|
20. Audit Committee
The Audit Committee of the Company comprising of the following Directors of the Board:
|
Sr.
No.
|
Name of the Director
|
Designation
|
|
1
|
Mrs. Anupama Bharat Gupta
|
Non-Executive Director
|
|
2
|
Mr. Dhrumesh Gopal Shah
|
Non-Executive Independent Director
|
|
3
|
Mr. Bharat Ramchandra Gupta
|
Executive Director
|
There was no occasion regarding non acceptance of any recommendation of the Audit Committee during the
year.
Audit Committee meetings were held on 30/05/2023, 11/08/2023, 04/11/2023 and 13/02/2024 during
the year.
Note: The constitution of above committee doesn't comply with the provision of the Section 177(2) of the
Companies Act, 2013 not forming majority of independent director in the committee.
21. Details of establishment of vigil mechanism for directors and employees
Your Board has established vigil mechanism pursuant to rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014 to oversee the efficient working of the vigil mechanism.
The vigil mechanism Committee of the Company comprising of the following Directors of the Board:
|
Sr.
No.
|
Name of the Director
|
Designation
|
|
1
|
Mrs. Anupama Bharat Gupta
|
Non-Executive Director
|
|
2
|
Mr. Dhrumesh Gopal Shah
|
Non-Executive Independent Director
|
|
3
|
Mr. Bharat Ramchandra Gupta
|
Executive Director
|
The Company has framed a whistle blower policy in terms of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulation, 2015.
22. Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company comprising of the following Directors of the
Board:
|
Sr.
No.
|
Name of the Director
|
Designation
|
|
1
|
Mrs. Anupama Bharat Gupta
|
Non-Executive Director
|
|
2
|
Mr. Dhrumesh Gopal Shah
|
Non-Executive Independent Director
|
|
3
|
Mr. Bharat Ramchandra Gupta
|
Executive Director
|
The policy formulated by Nomination And Remuneration Committee:
The terms of reference of the committee inter alia include succession planning for Board of Directors and
Senior Management Employees, identifying and selection of candidates for appointment of
Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for
appointment of Key Managerial personnel and other senior managerial position and review the performance
of the Board of Directors and Senior Management personnel including Key managerial personnel based on
certain criteria approved by the Board. While reviewing the performance, the committee ensures that the
remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents,
remuneration commensurate with the performance of individual and group and also maintains a balance
between both short and long term objectives of the company.
The meeting of Nomination and Remuneration committee was held on 13/10/2023 during the financial year
under review.
Note: The constitution of above committee doesn't comply with the provision of the Section 178(1) of the
Companies Act, 2013.
23. Stakeholders Relationship Committee
The Stakeholders Relationship Committee of the Company comprising of the following Directors of the
Board:
|
Sr.
No.
|
Name of the Director
|
Designation
|
|
1
|
Mrs. Anupama Bharat Gupta
|
Non-Executive Director
|
|
2
|
Mr. Dhrumesh Gopal Shah
|
Non-Executive Independent Director
|
|
3
|
Mr. Bharat Ramchandra Gupta
|
Executive Director
|
The meeting of Stakeholders Relationship committee was held on 11/08/2023 during the year under review.
24. Particulars of loans, guarantees or investments under section 186
The Company has not given any loan, guarantees or investments under section 186 to any person or body
corporate except loan to employees of the Company as per Company's policy for employees.
25. Particulars of contracts or arrangements with related parties:
The Company has not entered into any contract or arrangement with related party referred to in sub-section
(1) of section 188 of the Companies Act, 2013. Form No. AOC-2 regarding transactions under section 188 of
the Companies Act, 2013 is enclosed herewith (Annexure-B).
26. Managerial Remuneration:
Disclosures pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith
(Annexure-C).
27. Secretarial Audit Report
The Secretarial Audit Report pursuant to Section 204 (1) of the Companies Act,2013 given by M/s Devesh R
Desai., Practicing Company Secretaries has been enclosed herewith (Annexure-D).
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except:
a. The Audit committee of the Company was not constituted as required under Section 177 of the
Companies Act, 2013 during the year under review, due to not forming a majority by independent
directors.
b. The Nomination and Remuneration committee of the Company has not been constituted as required
under Section 178 of the Companies Act, 2013 which requires three or more non-executive directors out
of which not less than one half shall be independent directors.
c. The Company has not published quarterly / annual financial result in any newspaper during the year
under review as required under Regulation 33 and 47 of SEBI (LODR) Regulation, 2015.
d. The Company does not maintain website in accordance with regulation 46 of SEBI (LODR) Regulation,
2015.
e. The Company has not fully paid annual listing fees to BSE for the FY 2023-24 and also not paid for FY
2024-25 till date of report.
f. The Company has not registered itself on SCORE platform as required under Regulation 13 of SEBI
(LODR) Regulation, 2015.
Explanation:
a) The Company is in search of the proper candidate for the position of an Independent Director and could
not find proper person to fill in vacancy of an Independent Director. Audit committee of the Company
will be re-constituted after appointment of Independent Director as required under Section 177 of the
Companies Act, 2013.
The Company is in search of the proper candidate for the position of an Independent Director and could
not find proper person to fill in vacancy of an Independent Director. The Nomination and Remuneration
committee of the Company will be re-constituted after appointment of Independent Director as required
under Section 178 of the Companies Act, 2013.
b) As the financial position of the Company is not sound, the Company has not published quarterly / annual
financial result in any newspaper during the year under review.
Due to the poor financial position of the Company and the scarcity of the manpower in the Company, the
costing to maintain website will be very difficult therefore Company is unable to maintain the website of
the Company.
c) The Company had paid the partial fees for the FY 2023-24 to the BSE and will pay all the remaining fees
for FY 2023-24 and FY 2024-25 very soon.
d) The Company will register with the SCORE platform as required under Regulation 13 of SEBI (LODR)
Regulation, 2015 very soon.
28. Corporate Governance Report
As stipulated in the Regulation 72 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulation, 2015, the Company does not require to comply with Regulation 17 to
Regulation 27 of the said regulation as Paid-up Capital does not exceed Rs. 10 Crores or Net worth does not
exceed Rs. 25 Crores which is specified in Regulation 15 and hence did not need to obtain Corporate
Governance Report.
29. Disclosures required under Schedule V regarding Annual Report pursuant to Regulation 34(3) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulation, 2015:
Disclosures mentioned in Para A of Schedule V:
Disclosures regarding compliance with the Accounting Standard on 'Related Party Disclosures' has been
given in the notes to the accounts.
Disclosures mentioned in Para B of Schedule V:
The Management Discussion and Analysis Report has been attached along with the Directors' Report as
Annexure - F.
Disclosures mentioned in Para C, D and E of Schedule V:
Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulation, 2015, Para C, D and E of Schedule V does not apply to the Company.
Disclosures mentioned in Para F of Schedule V:
There are no shares in demat suspense account or unclaimed suspense account.
30. Code of Conduct :-
The Company has adopted a code of conduct for its directors and designated senior management personnel.
All the Board members and senior management personnel follow compliance of code of conduct.
31. Risk management policy
In today's economic environment, Risk Management is a very important part of business. The main aim of
risk management is to identify, monitor and take precautionary measures in respect of the events that may
pose risks for the business. Your Company's risk management is embedded in the business processes. Your
company has identified the following risks:
|
Key Risk
|
Impact to Aarcon Facilities
Limited
|
Mitigation Plans
|
|
Recession in reality
market.
|
Risk of recession in reality
affects the function of the
Company.
|
The Company does not launch any
new project during recession
period.
|
|
Interest Rate Risk
|
Any increase in interest rate
can affect the finance cost
|
Company has enough fund to meet
the need arises.
|
|
Competition Risk
|
Every company is always
exposed to competition risk.
|
By continuous efforts to enhance
the brand image of the Company.
|
|
Compliance Risk -
Increasing regulatory
Requirements.
|
Any default can attract penal
provisions
|
By regularly monitoring and
review of changes in regulatory
framework.
|
32. Directors' Responsibility Statement
Your Directors state that—
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern basis; and
e. the directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.
f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.
33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:
The Company has framed an anti-harassment policy in line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee
has been set up to redress complaints received regularly. All employees (permanent, contractual, temporary,
trainees) are covered under the policy. There was no compliant received from any employee during the
financial year 2023-24 and hence no complaint is outstanding as on 31/03/2024 for redressal.
34. Compliance with Secretarial Standards and SEBI (Listing Obligation and Disclosure Requirement)
Regulations. 2015:
The Company has complied with secretarial standards issued by the Institute of Company Secretaries of
India and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 as applicable to the
Company from time to time except the following:
1. Regulation 47 of SEBI (LODR) Regulation, 2015 - The Company does not publish any information as
mentioned in the said provision.
2. Regulation 13 of SEBI (LODR) Regulation, 2015 - The Company has not registered on SCORE platform as
required under the said regulation.
35. Details of fraud reported by auditors under sub-section (12) of section 143 other than those which
are reportable to the Central Government.
There was no fraud reported by auditors under sub-section (12) of section 143 other than those which are
reportable to the Central Government.
36. Disclosure regarding maintenance of cost records:
Your Company is not required to maintain cost records as specified by the Central Government under sub¬
section 1 of section 148 of the Companies Act, 2013.
37. Details of proceedings under the Insolvency and Bankruptcy Code, 2016
There was no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016
during the year under review.
38. Acknowledgements
The Board of Directors gratefully acknowledge the assistance and co-operation received from the Bank of
India, Indusind Bank and all other statutory and non-statutory agencies for their co-operation.
The Board of Directors also wish to place on record their gratitude and appreciation to the members for their
trust and confidence shown in the Company.
The Board of Directors would like to especially thank all the employees of the Company for their dedication
and loyalty.
By Order of the Board of Directors
FOR AARCON FACILITIES LIMITED
Date: 08/08/2024
Regd. Office: Bharat Ramchandra Gupta Anupama Bharat Gupta
401, 402, Earth Complex, Managing Director & CFO Director
Opp. Vaccine Institute, DIN: 00547897 DIN: 02221605
Old Padra Road,
Vadodara, Gujarat.-390015
|