|
To
The Members
Adinath Exam Resources Ltd.
The Directors have pleasure in presenting the Twenty first Annual
Report together with Statement of Accounts for the Financial Year ended
on 31st March, 2015:
FINANCIAL RESULTS:
(Rs,In Lacs)
Particulars 2014-2015 2013-2014
Total Income 43.62 29.79
Expenditure 15.61 12.08
Profit Before Interest
and Depreciation 26.21 17.71
Less: Depreciation 00.90 0.50
Profit Before Interest 27.11 17.20
Less: Interest 0 0
Profit Before Tax 27.11 17.20
Less: Prior Period Expenses 0 0
Less: Provision for: Current Taxation 4.17 3.11
Deferred Taxation 0.04 0.01
Profit after Taxation 22.91 14.08
There are no material changes and commitments affecting the financial
position of the Company between the end of the financial year and the
date of this report.
TRANSFER TO RESERVES:
The Board has recommended transferring Rs. 23. 14 Lacs to General
Reserves and an amount of Rs. 22.91 Lacs is retained as surplus in the
Statement of Profit and Loss of Standalone financials.
DIVIDEND
With a view to conserve the financial resources of the Company, your
Directors do not recommend any dividend on equity shares for the year
ended 31st March, 2015.
FIXED DEPOSITS:
Your Company has not accepted any deposits from the public within the
meaning of chapter V of the Act,2013 for the year ended 31st March,
2015.
PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:
As on 31st March, 2015, there was no outstanding loan or guarantees
covered under the provisions of section 186 of Companies Act, 2013.
Particulars of Investments made are provided in the financial
statement.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointment:
The Company has appointed Ms. Shivangi Mehta (DIN: 07074084) as
Additional Director in the category of non-executive, independent
director of the Company in the meeting of the Board held on 12th
February, 2015 to hold office up to ensuing Annual General Meeting of
the Company. The Company has received notices from a member proposing
appointment of Ms. Shivangi Mehta (DIN: 07074084) as Independent
Director of the Company. The Board recommends their reappointment as
Independent Director, who shall not be eligible for retirement by
rotation, for a period of five consecutive years.
Retirement by Rotation:
In accordance with the provisions of section 152[6] of the Act and in
terms of the Articles of Association of the Company, Mr. Paras Savla,
Director [DIN - 00145639] will retire by rotation at the ensuing Annual
General Meeting and being eligible, offer himself for re-appointment.
The Board recommends his re-appointment.
Declaration from Independent Director:
The Company has received necessary declaration from each Independent
Director of the Company under section 149 (7) of the Companies Act,
2013, that the Independent Director of the Company meet with criteria
of their Independence laid down in section laid down in section 149(7).
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT 9 are annexed to this Report as Annexure A.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Your Directors confirm that,
In accordance with the provisions of section 134(5) of the Act, 2013,
with respect to Director's Responsibility Statement , it is hereby
stated:-
a) that in the preparation of the annual financial statements for the
year ended March 31, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial
Statements have beans elected and applied consistently and judgment and
estimates have been made that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at March
31, 2015 and of the profit of the Company for the year ended on that
date;
c) that proper and sufficient care has been taken 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;
d) that the annual financial statements for the year ended 31st March,
2015 have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
MEETINGS
Board Meetings:
There were 5 meetings of the Board held during the year. Detailed
information is given in the Corporate Governance Report.
Committees of Board:
Details of various committees constituted by the Board of Directors as
per the provisions of Clause 49 of the Listing Agreement and Companies
Act, 2013 are given in the Corporate Governance Report which forms part
of this report.
Details of composition of Audit Committees under section 177 (8), of
the Companies Act, 2013 and 177 (10) Companies Act, 2013 are mentioned
as under:
The Audit Committee consists of the following members. The details of
which are provided below:
Name of Director Designation Highlights of Activities
Mr. Shetal Shah Chairman All recommendation made by the audit committee
during
Mr. Manish Joshi Member the year were accepted by the Board
Mr. Paras Savla Member The Company has adopted Whistle Blower Mechanism
for directors and employees to report concerns about unethical
behavior, actual or suspected fraud, or violation of the Company's Code
of conduct.
Independent Directors Meeting:
The Independent Directors met on 25th March, 2015 without the
attendance of Non-Independent Directors and members of the Management.
The Independent Directors reviewed the performance of non-independent
directors and the Board as whole and assessed the quality, quantity and
timeliness of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably
perform their duties.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance and the Directors individually. A process of evaluation
was followed by the Board for its own performance and that of its
Committees and individual Directors. A familiarization programmer was
conducted for Independent Directors to familiarize them with the
Company, their roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates, business model of the
Company and related matters.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Separate reports on Corporate Governance compliance and Management
Discussion and Analysis as stipulated by Clause 49 of the Listing
Agreement forms part of this Annual Report along with the required
Certificate from Practicing Company Secretary of the Company regarding
compliance of the conditions of Corporate Governance as stipulated by
Clause 49 of the Listing Agreement.
MATERIAL CHANGES
There have been no material changes and commitments affecting the
financial position of the Company since the close of financial year
i.e. since 31st March, 2015. Further, it is hereby confirmed that there
has been no change in the nature of business of the Company.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered into during the financial
year were on arm's length basis and were in ordinary course of
business. There are no materially significant related party
transactions made by the Company which may have potential conflict with
the interest of the Company. There are no material related party
transactions which are not in ordinary course of business or which are
not on arm's length basis and hence there is no information to be
provided as required under Section 134(3)(h) of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Board
has approved a policy for related party transactions which has been
uploaded on the Company's website. The we blink as required under
Listing Agreement is
http://www.adinatheximresources.com/pdf/policies/RelatedParty
TransactionPolicy.pdf
CORPORATE SOCIAL RESPONSIBILITY:
The Company is not required to give information relating Corporate
Social Responsibility as the Company does not fall under the applicable
threshold limit mentioned under section 135 of the Companies Act, 2013.
RISK MANAGEMENT:
The Company manages, and monitors on the principal risks and
uncertainties that can impact its ability to achieve its objectives.
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has framed Risk Management
Policy. The details of the policy are as updated on website of the
company. At present the company has not identified any element of risk
which may threaten the existence of the company.
A well-defined risk management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk mitigation
process is in place. The objective of the mechanism is to minimize the
impact of risks identified and taking advance actions to mitigate it.
The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to
identify, evaluate, monitor and manage both business and non-business
risks. The Company has formally framed a Risk Management Policy to
identify and assess the key risk areas, monitor and report compliance
and effectiveness of the policy and procedure.
Discussion on risks and concerns are covered in the Management
Discussion and Analysis Report, which forms part of this Annual Report.
REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration.
AUDITORS:
Statutory Auditor and their Report:
M/s. Shailesh C. Parikh & Co., Chartered Accountant, Statutory Auditors
of the Company who retire at the ensuing Annual General Meeting and are
eligible for re-appointment. They have furnished a Certificate
regarding their eligibility for re-appointment as Statutory Auditor of
the Company, pursuant to Section 139(1) of the Companies Act, 2013 read
with rules. The Board of Directors recommends their re-appointment for
2015-2016.
Secretarial Auditor and Secretarial Audit Report:
Pursuant to provisions of section 204 of the Act and the Companies
[Appointment and Remuneration of Managerial Personnel] Rules, 2014, the
Board has appointed M/s Rajesh Parekh & Co., a firm of Company
Secretaries in Whole-time Practice to undertake the Secretarial Audit
of the Company for the financial year 2014-15. The Secretarial Audit
Report is annexed herewith as Annexure - B. The Board has duly reviewed
the Secretarial Auditor's Report and the observations and comments,
appearing in the report are self- explanatory and do not call for any
further explanation / clarification by the Board of Directors as
provided under section 134 of the Act.
Internal Auditors:
The Board of Directors has appointed Mr. Mihir Shah, Chartered
Accountants as Internal Auditors of the Company for the F. Y. 2015-16.
There is no qualification, reservation, adverse remark or disclaimer by
the Statutory Auditors in their report or by the Secretarial Auditors
in their Secretarial Audit Report and hence no explanation or comments
of the Board is required in this matter. The Company has in place a
mechanism to identify, assess, monitor and mitigate various risks to
key business objectives. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the meetings of the Audit
Committee and the Board of Directors of the Company.
INSURANCE
All movable properties as owned by the Company continued to be
adequately insured against risks.
CORPORATE GOVERNANCE
The Report on corporate governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. The requisite
certificate from M/s. Rajesh Parekh and Co. confirming compliance with
the conditions of corporate governance as stipulated under the
aforesaid Clause 49, is attached to the Report on corporate governance
LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE)
with scrip code No. 532056 and on Delhi Stock Exchange of India Limited
(NSE) with scrip ID ADIEXRE. The Company confirms that the annual
listing fees to both the stock exchanges for the financial year 2015-16
have been paid.
PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in the separate annexure
forming part of this Report as Annexure-C.
There was no employee drawing salary as prescribed under Section 197 of
the Companies Act, 2013 read with rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 .
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has framed and implemented an Anti Sexual Harassment Policy
in line with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS
AND OUTGO:
Your Company is an NBFC. Since this business does not involve any
manufacturing activity, most of the information required to be provided
under section 134 (3)(m) of the Companies Act, 2013 read with Companies
(Accounts)Rules, 2014, are Nil/Not Applicable.
However the information , as applicable , are given here under:
Conservation of Energy:
(i) the steps taken or impact on conservation of energy Your Company,
being a service provider,
(ii) the steps taken by the company for utilizing requires minimal
energy consumption and alternate sources of energy every Endeavour is
made to ensure optimal
(iii) the capital investment on energy conservation use of energy,
avoid wastages and conserve equipments energy as far as possible.
Technology Absorption:
(i) the efforts made towards technology absorption The Company is not
using any particular
(ii) the benefits derived like product improvement, cost technology and
as such information relating to reduction, product development or
import substitution technology absorption is not required to be given.
(iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)- (a) the
details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof
(iv) the expenditure incurred on Research and Development
Foreign Exchange Earnings and Outgo:
The Company does not have any Foreign Exchange Earnings / Expenses
during the year under review and therefore the information in respect
of Foreign Exchange Earnings and Outgo as required by Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 is not provided.
INTERNAL FINANCIAL CONTROL SYSTEM AND THIER ADEQUACY:
The details in respect of internal financial control and their adequacy
are included in the Management and Discussion & Analysis, which forms
part of this report.
PUBLIC DEPOSIT:
During the year under review, your Company has not accepted any
deposits from the public.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation and
gratitude for the co-operation and assistance received from its
shareholders, bankers, regulatory bodies and other business
constituents during the year under review.
Your Directors also wish to place on record their deep sense of
appreciation for the contribution and commitment displayed by its
employees during the year under review.
For and on behalf of the Board
Date : 14/08/2014 PARAS SAVLA
Place :Ahmadabad Chairman
DIN: 00145639 |