| Dear members,
The Directors are pleased to present their 19th Annual Report on the
Business and operations of the Company together with the Audited
Statement of Accounts for the year ended 31st March, 2015.
Financial Results
The financial performance of your Company for the year ended March 31,
2015 is summarized below: (Rupees in Lacs)
Particulars 2014-2015 2013-2014
Sales 2195.94 1636.10
Other Income 29.63 75.85
Total Income 2225.56 1711.95
Total Expenses 2177.71 1678.33
Profit/(Loss) 47.85 33.62
(-) Finance Cost 0.26 0.15
Profit/(Loss)Before Tax 47.59 33.47
Tax - -
(-) Current Tax 15.24 10.00
( ) Deferred Tax 0.00 0.00
Net Profit After Tax 32.35 23.47
(-) Extraordinary Items 0.00 0.00
Net Profit 32.35 23.47
During the year under review, the Company achieved a turnover of Rs.
2195.94 Lacs (previous year Rs. 1636.10 Lacs) the Company has made a
profit of Rs.32.35 Lacs (previous year there was profit of Rs. 23.47).
The Company was able to generate more profit compared to last year on
account of efficient management, better product mix & cost control.
The Company is been registered with the Reserve Bank of India as a
Non-Banking Financial Company (NBFC). The Company has not accepted
public deposits during the year under review.
Future outlook
Your Company is currently focusing its resources in the business
segments of finance and investments in shares & securities.
Reserves
Out of the profits available for appropriation, no amount has been
transferred to the General Reserve and the balance amount of Rs. 32.35
lacs has been carried forward to profit & loss account. Subsidiaries,
Joint Ventures and Associates Companies:
The Company does not have any subsidiaries, joint venture & associates
Company.
Particulars of Contract or Arrangement with Related Party
There is no transaction with Related Party which requires disclosure
under Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of
the Companies (Accounts) Rules, 2014. The policy on materiality of
related party transactions and also on dealing with related party
transactions as approved by the Board may be accessed on the Company
website.
Loans, Investment and Guarantees by the Company
There is no loan given, investment made, guarantee given or security
provided by the Company to any entity under Section 186 of the
Companies Act, 2013. Particulars of Investment made/loan given under
section 186 of the Companies Act, 2013 are provided in the financial
statement.
Internal Financial Controls
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. During the
year under review, no material or serious observations has been
received from the Auditor of the Company for inefficiency or
inadequacy of such controls.
Disclosures under Section 134(3) (I) of the Companies Act, 2013
No material changes and commitments which could affect the Company
financial position have occurred between the end of the financial year
of the Company and the date of this report, except as disclosed
elsewhere in this report.
CONSOLIDATED FINANCIAL STATEMENT
The audited consolidated financial statement of the Company prepared
in accordance with relevant Accounting Standards (AS) issued by the
Institute of Chartered Accountants of India forms part of this Annual
Report. The Compliance Officer will make these documents available
upon receipt of a request from any member of the Company interested in
obtaining the same. These documents will also be available for
inspection at the Registered Office of your Company during working
hours up to the date of the Annual General Meeting.
Number of Meeting of Board of Directors
The Board of Directors have met 6 Linn's and Independent Directors
once during the year ended 31st March, 2015 in accordance with the
provisions of the Companies Act, 2013 and rules made there under. All
the Directors actively participated in the meetings and contributed
valuable inputs on the matters brought before the Board of Directors
from lime to lime.
Declarations by Independent Director
Pursuant to the provisions of Sub-Section (7) of Section 149 of the
Companies Act 2013, the Company has received individual declarations
from all the Independent Directors confirming that they fulfill the
criteria of independence as specified in Section 149(6) of the
Companies Act 2013. As per Section 149 of the Companies Act, 2013, an
independent director shall hold office for a term up to five
consecutive years on the board of a company, but shall be eligible for
re-appointment for another term up to five years on passing of a
special resolution by the company and disclosure of such appointment
in Board's Report. Further Section 152 of the Act provides that the
Independent Directors shall not be liable to retire by rotation in the
19th Annual General Meeting ('AGM') of the Company.
As per Revised Clause 49 of the Listing Agreement (applicable from
October 1, 2014), any person who has already served as independent
director for five years or more in a company as on October 1, 2014
shall be eligible for appointment, on completion of the present term,
for one more term of up to 5 (five) years only.
Directors
The Company has formula led a policy on director appointment &
remuneration including criteria for determining qualifications,
positive attributes independence of director & other matters as
provided under section 178(3) of the Companies Act, 2013 & such policy
is annexed with the Director Report. The details of familiarization
programme for Independent Directors have been disclosed on website of
the Company.
Pursuant to the provisions of the Companies act 2013 and Clause 49 of
the Listing Agreement evaluation of every Directors performance was
done by the Nomination and Remuneration Committee. The performance
evaluation of the Non - Independent Directors and the Board as a
whole, committees thereof and the chair person of the company was
carried out by the Independent Directors. Evaluation of the
Independent Directors was carried out by the entire Board of
Directors, excluding the Directors being evaluated. A structured
questionnaire was prepared after circulating the draft norms, covering
various aspects of the evaluation such as adequacy of the size and
composition of the Board and Committee thereof with regard to skill,
experience, independence, diversity, attendance and adequacy of lime
given by the directors to discharge their duties, Corporate Governance
practices etc. The Directors expressed their satisfaction with the
evaluation process.
The following policies of the company are attached herewith and marked
as Annexure 1, Annexure 2A and Annexure 2B.
Policy on appointment of Directors and Senior Management (Annexure 1)
Policy on Remuneration to Directors' (Annexure 2A)
Policy on Remuneration of Key Managerial Personnel and Employees
(Annexure 2B)
Statutory Auditors
Pursuant to the provisions of section 139 of the Companies Act, 2013
and the Rules made there under, the current auditors of the Company,
M/s. D. P. Agarwal & Associates, Chartered Accountants, Mumbai, hold
office up to the conclusion of 19th Annual General Meeting of the
Company. However, their appointment as Statutory Auditors of the
Company is subject to ratification by the members at every Annual
General Meeting. The Company has received a certificate from the said
Statutory Auditors that they are eligible to hold office as the
Auditors of the Company and are not disqualified for being so
appointed. Necessary resolution for ratification of appointment of the
said Auditor is included in this Notice.
Dividend:
The Board of Directors does not recommend any Dividend for the year
under review Secretarial Audit Report
A Secretarial Audit Report for the year ended 31st March, 2015 in
prescribed form duly audited by the Practicing Company Secretary CS
Rakesh Kapoor, Mumbai, is annexed herewith and forming part of the
report.
Extract of Annual Return
Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with
Rule 12(1) of the Companies (Management and Administration) Rules
2014, the extract of annual return is annexed herewith and forming
part of the report. (Annexure -1 Acceptance of Fixed Deposits
The Company is registered with the Reserve Bank of India, as
non-deposit accepting NBFC (NBFC-ND) under section 45-IA of the RBI
Act, 1934.
As per the Non-Banking Finance Companies - RBI Directions, 1998, the
Directors hereby report that the Company has not accepted any Fixed
Deposits from general public during the year and will also not accept
public deposits without obtaining prior approval of Reserve Bank of
India.
RBI Guidelines
As a Systematically Important Non Deposit taking Non-Banking -Finance
Company, your Company always aims to operate in compliance with
applicable RBI laws and regulations and employs its best efforts
towards achieving the same.
Auditors Report
The observations and comments furnished by the Statutory Auditors in
their report read together with the notes to Accounts are self-
explanatory and hence do not call for any further comments under
Section 217 of the Companies Act, 1956.
Annual Evaluation by the Board of Its Own Performance, Its Committees
and Individual Directors
The Board of Directors of the Company has initiated and put in place
evaluation of its own performance, its committees and individual
Directors. The result of the evaluation is satisfactory and adequate
and meets the requirement of the Company.
Details of Committee of Directors
Composition of Audit Committee of Directors, Nomination and
Remuneration Committee of Directors and Stakeholders
Relationship/Grievance Committee of Directors, number of meetings held
of each Committee during the financial year 2014-15 and meetings
attended by each member of the Committee as required under the
Companies Act, 2013 are provided in Corporate Governance Report and
forming part of the report.
The recommendation by the Audit Committee as and when made to Board
has been accepted by it. Risk Management
During the year, Management of the Company evaluated the existing Risk
Management Pohcy of the Company to make it more focused in identifying
and prioritizing the risks, role of various executives in monitoring &
mitigation of risk and reporting process. Its aim is to enhance
shareholders value and provide an optimum risk-reward tradeoff. The
Risk Management Pohcy has been reviewed and found adequate to the
requirements of the Company, and approved by the Board.
The Management evaluated various risks and that there is no element of
risk identified that may threaten the existence of the Company.
Directors Responsibility Statement
In accordance with the requirement of Section 217 (2AA) of the
Companies Act, 1956, the Board of Directors of the Company confirms:
i In the preparation of the annual accounts for the financial year
ended 31st March, 2015 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 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 the year ended 31st March, 2015.
iii. That the Directors have taken sufficient and proper 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 material fraud and other
irregularities.
iv. That the Directors have prepared the Annual Accounts on a going
concern basis.
v. That the development & implementation of a risk management pohcy
for the company including identification therein of element of risk,
if any, which in the opinion of the Board may threaten the existence
of the Company.
vi. There are no material changes & 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 & the date of the report.
That there no contracts or arrangement with related parties referred
to in sub-section (1) of section 188 of the Companies Act, 2013.
Corporate Governance
As per clause 49 of the listing agreement with stock exchanges, a
separate section on Corporate Governance forms part of the Annual
Report.
A certificate from the Statutory Auditors of your Company regarding
compliance of conditions of Corporate Governance, as stipulated under
clause 49 of the Listing Agreement and a declaration by the Executive
Director with regard to Code of Conduct is attached to the Report on
Corporate Governance.
Corporate Social Responsibility
The Section 135 of the Companies Act, 2013 regarding Corporate Social
Responsibility Committee is not applicable to the Company as the Net
Profit of the Company is below the threshold limit prescribed by the
Companies Act, 2013.
Executive Director's Certificate
A Certificate from the Executive Director in respect of the Financial
Statements forms part of the Annual Report.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review,
as stipulated under clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
Conservation Of Energy, Technology Absorptions and Foreign Exchange
Earnings and Outgo
The information relating to the conservation of energy, technology
absorption foreign exchange earnings and outgo under provisions of 134
of the Companies Act, 2013 is not applicable to the Company,
considering the nature of its business activities. Further the Company
has not earned nor spends foreign exchange during the year under
review.
Particulars of Employees
None of the employees of the Company is in receipt of remuneration
prescribed under Section 197(12) of the Companies Act, 2013, read with
the Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
Significant and Material Orders Passed By the Regulators or Courts
During the year under review, there were no significant and material
orders passed by the regulators or courts or tribunals, which may
impact the going concern status of the Company and its operations in
future.
Presentation of Financial Statements
The financial statements of the Company for the year ended 31st March,
2015 have been disclosed as per Schedule III to the Companies Act,
2013.
Statutory Disclosures
A copy of audited financial statements of the said Companies will be
made available to the members of the Company, seeking such in
formation at any point of time. Disclosures as prescribed by
Non-Banking Financial (Non-Deposit Accepting or Holding) Companies
Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC
Regulations have been made in this Annual Report. A cash flow
statement for the year 2014-2015 is attached to the Balance Sheet.
Pursuant to the legislation 'Prevention, Prohibition and Redressal of
Sexual Harassment of Women at Workplace Act, 2013' introduced by the
Government of India, the Company has a policy on
Prevention of Sexual Harassment at workplace. There was no case
reported during the year under review under the said policy.
Directors
There is no change in the composition of the Board of Directors of the
Company during the year under review.
Whistle Blower Mechanism
The Company has put in place Whistle Blower Mechanism. The detailed
mechanism is given in Corporate Governance Report forming part of this
report.
Acknowledgement
Yours Directors take this opportunity to thank the Financial
Institutions, Banks, Business Associates, Central and State Government
authorities, Regulatory authorities, Stock Exchanges and all the
various stakeholders for their continued co-operation and support to
the Company and look forward to their continued support in future.
We very warmly thank all of our employees for their contribution to
your Company's performance. We applaud them for their superior levels
of competence, dedication and commitment to your Company.
By Order of the Board
For Aadhaar Ventures India Limited
Sd/- Sd/-
Jils Raichand Madan Somabhai Sunderbhai
Meena
Managing Director Director
DIN - 02810555 DIN-05138990
Place: Surat
Date: 31st August, 2015 |