DIRECTORS’ REPORT 1. FINANCIAL HIGHLIGHTS The working results of the Company for the year under review are given below: - 2. DIVIDEND To conserve the resources of the Company for future expansion, the Board has decided not to recommend any dividend for the year under review. 3. PERFORMANCE REVIEW The profit of the company during the current year shows decrease as comparison to previous year. Your Directors are making all efforts to further improve the performance of the company in future. 4. CAPITAL ADEQUACY RATIO The company has capital adequacy ratio at 41.68 % of the aggregate risk weighted assets as on balance sheet date, which is well above the regulatory minimum of 15%. 5. CONSOLIDATED FINANCIAL STATEMENTS The Company has three subsidiary companies, M/s Atul Agro Private Limited, M/s OJAS Suppliers Limited a nd MPS Structures Private Limited & one associate Vardhman Business Ventures Limited for consolidation purposes. As per the provisions of Clause 49 (III) of the Listing Agreement, M/s Atul Agro Private Limited and MPS Structures Private Limited was not a material non-listed subsidiary company for the financial year 2014-15 and hence the provisions of this clause did not apply. OJAS Suppliers Limited was a material non-listed subsidiary company for the financial year 2014-15 and the provisions of this clause were duly complied. Your Directors take pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard. The Auditors’ Report to the Shareholders thereupon does not contain any qualification. ? Total Income decreased by 15.89 % from Rs. 3109.58 lacs in Financial Year 2013-14 to Rs. 2615.38 lacs in Financial Year 2014-15. ? Profit Before Tax (PBT) increased by 6.06 % from Rs. 1559.36 lacs in Financial Year 2013-14 to Rs. 1654.72 lacs in Financial Year 2014-15. ? Profit After Tax (PAT) increased by 2.91 % from Rs. 1062.82 lacs in Financial Year 2013-14 to Rs. 1093.39 lacs in Financial Year 2014-15. 6. FIXED DEPOSITS The Company has not accepted any deposits during the year under review and it continues to be a Non-deposit taking Non Banking Financial Company in conformity the guidelines of the Reserve Bank of India and Companies (Acceptance of Deposits) Rules, 1975. 7. DIRECTORS Sh. Naresh Kumar Sehra retires (19-12-2014) during the year due to personal reason. 8. DIRECTOR’S RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors Responsibility statement, it is hereby confirmed: a) That in the preparation of the accounts for the financial year ended 31st March 2015 the applicable accounting standards have been followed along with proper explanations relating to material departures; b) 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 of the Company of the year under review; c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. d) That the Directors have prepared the annual accounts for the financial year ended 31st March 2015 on a going concern basis. e) The Company had followed the internal financial controls laid down by the directors and that such internal financial controls are adequate and were operating effectively. e) That the proper systems are in place to ensure compliance of all laws applicable to the Company. 9. AUDITORS’ REPORT The Auditors’ Report is unqualified. The notes to the Accounts referred to in the Auditors’ Report are self explanatory and therefore do not call for any further clarifications. 10. AUDITORS M/s T.R. Chadha & Co., Chartered Accountants., Auditors of the company, retire at the conclusion of the forthcoming Annual General Meeting. It is proposed to re - appoint M/s T.R. Chadha & Company, Chartered Accountants to hold the office as auditors till the conclusion of the next four Annual General Meeting on such remuneration as may be determined by the Board of directors of the company. The Company has received a certificate from the statutory auditors to the effect that their appointment; if made, would be within the limit prescribed under section 139 & 141 of the Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under clause 41 (1) (h) of the Listing Agreement. Members are requested to consider their re-appointment. 11. EMPLOYEES The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: (i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15, percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under: ii) The percentage increase in the median remuneration of employees in the financial year: 4.15 % iii) The number of permanent employees on the rolls of company: 6 iv) The explanation on the relationship between average increase in remuneration and company performance: - The Profit before Tax for the financial year ended March 31, 2015 decreased by 4.86% whereas the increase in median remuneration was 4.15 %. v) The key parameters for the variable component of remuneration availed by the Managing directors is as per the remuneration policy for directors and further approved by Central Government. Key managerial personnel and other employees, recommended by the Nomination and Remuneration Committee and approved by the Board of Directors. vi) The particulars of employees required 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 are not furnished as there is no employee in receipt of remuneration more than the prescribed limit. The Board of Directors wish to express its appreciation to all the employees for their outstanding contribution to the operations of the Company during the year. The information required under the Companies Act, 2013, and the Rules made there under, is provided as below: 12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION In view of the nature of activities being carried on by the Company under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, concerning conservation of energy and technology absorption respectively, are not applicable to the Company. 13. FOREIGN EXCHANGE The company had no foreign exchange inflow or outflow during the year under review. 14. EMPLOYER EMPLOYEE RELATIONSHIP The Company has maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the year under review. 15. RESERVE BANK OF INDIA REGULATIONS The Company has complied with all the applicable regulations of the Reserve Bank of India as on March 31, 2015. 16. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE Pursuant to Section 135 of the Companies Act, 2013 the Board of Directors in its meeting held on May 27, 2014 has constituted Corporate Social Responsibility Committee of three directors and a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The object of CSR Policy of the Company is to continue to contribute towards social welfare projects for benefits of society and major focusing on providing education, vocational training, promoting health care facilities to economically weaker and underprivileged section of the Society and to do such other activities as may be permissible under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. As part of its initiatives under “Corporate Social Responsibility” (CSR), the Company are in the process of undertaking projects in the area of education and vocational training of the unprivileged, women and differently–abled. These projects will be in accordance with Schedule VII of the Companies Act, 2013. The details of activity undertaken by the Company is annexed as Annexure - I. 17. DECLARATION BY INDEPENDENT DIRECTORS The Board has received the declaration from all the Independent Directors as per the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criterion of independence as mentioned in Section 149(6) of the Companies Act, 2013. 18. COMPANY’S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION The Nomination Remuneration and Compensation Committee has put in a place the policy on board diversity for appointment of directors taking into consideration qualification and wide experience of the directors in the fields of banking, finance, regulatory, Marketing, administration, legal apart from compliance of legal requirements of the Company. The Company has laid down remuneration criteria for the directors, key managerial personnel and other employees in the Nomination Remuneration and Compensation Committee Policy. The Policy on Board Diversity and Nomination Remuneration and Compensation Committee Policy are given in Annexure- II and III to this report and are also uploaded on the Company’s Website. 19. NUMBER OF MEETINGS OF THE BOARD During the year Sixteen (16) Board Meetings were held. The details of the Board and various Committee meetings are given in the Corporate Governance Report. 20. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 21. DISCLOSURES AS PER THE SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8(5) OF THE COMPANIES (ACCOUNTS) RULES, 2014 Extract of Annual Return The extract of the annual return in the Form MGT 9 is annexed to this report as Annexure-IV. Particulars of loans, guarantee or investments Pursuant to Section 186 (11) (a) of the Companies Act, 2013 (the ‘Act’) read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by a Non- Banking Financial Company (NBFC) registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. As such the particulars of loans and guarantee have not been disclosed in this Report. During the year under review the Company has invested surplus funds in various securities in the ordinary course of business, the details of the Current Investments and Non-Current Investments of the Company are furnished under notes forming part of the Financial Statements for the year ended March 31, 2015. Particulars of Contracts or Arrangements with Related Parties The Related Party Transactions (RPTs) were entered in ordinary course of business on an arm’s length basis and were in compliance with the provisions of the Companies Act, 2013 and the Listing Agreement. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The statement of RPTs is placed before the Audit Committee and the Board on a quarterly basis. Omnibus approval was obtained for the transactions of repetitive nature. The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is uploaded on the Company’s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. The details of the transactions with Related Party are provided in the note 31 of the Financial Statements forming part of this Annual Report and the particulars of RPTs in Form AOC-2 is annexed to this report as Annexure-V. Whistle Blower Policy/Vigil Mechanism The Company has framed a Whistle Blower Policy/Vigil Mechanism providing a mechanism under which an employee/director of the Company may report violation of personnel policies of the Company, unethical behaviour, suspected or actual fraud, violation of code of conduct. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy/Vigil Mechanism is uploaded on the Company’s Website. Financial summary/highlights The details are spread over in the Annual Report as well as are provided in the beginning of this report. Directors and Key Managerial Personnel • Directors – The information regarding the Directors appointed or retired/resigned during the year under consideration is provided in this report. • Key Managerial Personnel – None of the Key Managerial Personnel has resigned or appointed during the year under review. Subsidiaries or Associate Companies No companies have ceased to be its Subsidiaries during the year. 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. Internal Financial Controls The details in respect of adequacy of internal financial controls with reference to the Financial Statements – The Company’s well defined organisational structure, documented policy guidelines, defined authority matrix and internal financial controls ensure efficiency of operations, protection of resources and compliance with the applicable laws and regulations. Moreover, the Company continuously upgrades its systems and undertakes review of policies. The internal financial control is supplemented by extensive internal audits, regular reviews by management and standard policies and guidelines to ensure reliability of financial and all other records to prepare financial statements and other data. The Audit Committee of the Board reviews internal audit reports given along with management comments. The Audit Committee also monitors the implemented suggestions. 22. SECRETARIAL AUDIT The Board had appointed Mr. Vikas Gera, Practicing Company Secretary (Certificate of Practice No. 4500) (Membership No. FCS 5248) to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The Secretarial Audit Report is annexed to this report as Annexure-VI. The report does not contain any qualification. 23. ANNEXURES Following Reports are attached to this Report pursuant to the provisions of the Listing Agreement with the Stock Exchange: (i) The Report on Corporate Governance as per clause 49 of the Listing agreement forms part of the Annual Report, and is annexed herewith together with Auditors’ Certificate on Corporate Governance, the certificate, duly signed by the Managing Director and Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2015 as submitted to the Board of Directors at their meeting held on May 27, 2015 and the declaration by the Managing Director regarding compliance by the Board members and senior management personnel with the Company’s Code of Conduct. (ii) The Management Discussion & Analysis Report as per clause 49 of the Listing agreement is given as a separate Report forming part of the Annual Report. 24. ACKNOWLEDGEMENTS The Board of Directors would like to thank Reserve Bank of India and other Regulatory/ Government authorities and Stock Exchanges for their support and stakeholders for their continued co-operation and support. REGISTERED OFFICE On behalf of the Board of Directors For ACME RESOURCES LIMITED sd/- Kuldeep Saluja Director sd/- Sharad Saluja Managing Director 166, Cotton Street, 1st Floor, Post Bada Bazaar Kolkata – 700007 Phone: (033) 2243-7480 Fax: 91-33 2243-7481 Email: acmeresources@gmail.com Website: www.acmeresources.in |