DIRECTOR'S REPORT Your 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. 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 currendy 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 times 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 time to time. 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 (AGM1) 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 formulated a policy on director appointment & remuneration mcluding 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 time 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 Systemically 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 Policy 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 Policy 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 consistentiy 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. iiL 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 policy 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 information 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/- Jils Raichand Madan DIN - 02810555 Managing Director Sd/- Somabhai Sunderbhai Meena Director DIN-05138990 Place: Surat Date: 31st August, 2015 |