The Board of Directors have immense pleasure in presenting the 31st
Annual Report on the business and operations of the Company, together
with the Audited Statement of Accounts for the Financial Year ended on
31st March, 2015.
BUSINESS REVIEW
The Financial year 2014-15 concluded with a Net Loss of Rs. 135,906/-
for the company as compared to Net Profit of Rs. 25,871/- earned by the
company in the previous financial year 2013-14.
SUMMARY OF THE FINANCIAL RESULTS
The working results of the Company for the year are as follows:
(Amount in Rs.)
Particulars 2014-15 2013-14
Sales and other Income 814,160 452,215
Operating Profit (PBIDT) (194,402) 15,614
Interest NIL NIL
Depreciation 105,000 95,363
Profit before Tax (194,402) 15,164
Tax Expenses:
Current NIL 2,980
Deferred (58,495) (13,237)
Profit/(Loss) after Tax (135,906) 25,871
DIVIDEND
In view of loss incurred, the Board regrets its inability to recommend
payment of dividend to the shareholders.
RESERVES
The Company does not propose to transfer any sum to the General Reserve
in view of Loss.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no dividend declared and paid last year.
SHARE CAPITAL
The Paid-up Equity Share Capital as on 31st March, 2015 was Rs.
32,450,000/-. During the year the Company has made preferential
allotment of 30,00,000 (Thirty Lacs) Equity Shares at Rs. 12.50/-
(Rupees Twelve and Fifty Paisa) per equity share (including premium of
Rs. 2.50/- per share).
The Company has not issued shares with differential voting rights nor
granted stock options nor sweat equity during the year.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate and the date of this report.
DEPOSIT
During the financial year 2014-15, your Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act,
2013 read together with the Companies (Acceptance of Deposits) Rules,
2014.
BUSINESS RISK MANAGEMENT
The Company has adopted a Risk Management Policy in accordance with the
provisions of the Act. It establishes various levels of accountability
and overview within the Company.
The Audit Committee of the Board of the Company has been entrusted with
the task to frame, implement and monitor the risk management plan for
the Company and it is responsible for reviewing the risk management
plan and ensuring its effectiveness with an additional oversight in the
area of financial risks and controls.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section
135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, guarantees and investments covered under Section 186 of the
Companies Act, 2013 form part of the notes to the financial statements
provided in this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars required by the Section 134(3)(m) of the Companies Act,
2013 ("the Act") read with rule 8(3) of the Companies (Accounts) Rules,
2014 and forming part of the Directors' Report for the year ended March
31, 2015 are as follows:
A. Conservation of energy-
(i) the steps taken or impact on conservation of energy: NIL
(ii) the steps taken by the company for utilizing alternate sources of
energy: NIL
(iii) the capital investment on energy conservation equipments: NIL
B. Technology absorption-
(I) the efforts made towards technology absorption: NIL
(ii) the benefits derived like product improvement, cost reduction,
product development or import substitution: NIL
(iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the financial year): NIL
(iv) the expenditure incurred on Research and Development: NIL
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
PARTICULARS OF CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
Company did not enter in any contract or arrangement with related party
therefore, disclosure with reference to Section 188 of Companies Act,
2013 is not applicable on the Company.
SUBSIDIARY COMPANIES JOINT VENTURES & ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture and Associate
Company.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Annexure A and is attached to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, with respect to
Director's Responsibility Statement, it is hereby confirmed that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(b) Appropriate accounting policies have been selected and applied
consistently and have 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 as at March 31, 2015 and of the profit and loss of the
Company for the year ended March 31, 2015;
(c) 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) Annual Accounts of the Company had been prepared on a going concern
basis.
(e) Internal Financial Controls had been laid down to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively.
(f) Proper systems are devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and
operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, following changes occurred in the
position of Directors/KMP's of the Company:
- Ms. Neena Mittal, (DIN 01645878) was appointed as Director by the
Board we.f. 10.08.2014. Shareholders confirmed her appointment in the
AGM held on 20.09.2014.
- Mr. Sunil Mittal (DIN 00124175) and Mr. Ashish Mittal (DIN 02158722)
were appointed as Directors by the Board we.f. 25.07.2014. We thank
shareholders for confirming their appointment as Director and Managing
Director, respectively in the AGM held on 20.09.2014.
- Mr. Sunil Mittal (DIN 00124175) is liable to retire by rotation at
the ensuing Annual General Meeting and being eligible offer himself for
re-appointment. The Board recommends his re-appointment.
- Mr. Atul Kumar Chaturvedi (DIN 01759365) and Mr. Ajay Mathur (DIN
01609016) was appointed as Additional Director we.f. 13.02.2015 and
holds the said office till the date of the Annual General Meeting.
Notice has been received from members proposing candidature for their
reappointment. The Board recommends their appointment in the ensuing
AGM.
- Also during the year Ms. Ruchi Aggarwal was appointed as Company
Secretary (KMP) of the Company we.f. 02.02.2015.
- Further, Mr. Sanjeev Kumar (DIN 00947101) and Mr. Sanjay Kumar Sharma
(DIN 02955139) have resigned from the post of Director we.f.
02.08.2014. Also, Mr. Devi Parsad (DIN 01963667) and Mr. Mahendra
Pratap Singh (DIN 05318653) have resigned from the post of Director
we.f. 30.03.2015. The Board places on record its deep appreciation for
the services rendered by them during their association with the
Company.
STATUTORY AUDITORS
M/s Sudhir Agarwal and Associates, (Firm Registration No. 509930C),
Chartered Accountants, who are the statutory auditors of the Company,
hold office until the conclusion of the ensuing AGM and are eligible
for re-appointment. Members of the Company at the AGM held on 20th
September, 2014 had approved the appointment of M/s Sudhir Agarwal and
Associates, Chartered Accountants, as the Statutory Auditors for a
period of five financial years i.e., up to 31st March, 2019. As
required by the provisions of the Companies Act, 2013, their
appointment should be ratified by members each year at the AGM.
Accordingly, requisite resolution forms part of the notice convening
the AGM.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS
No qualification, reservations or adverse remarks are made by the
Auditors in their report.
INTERNAL AUDIT & CONTROLS
The Company continues to engage Ms. Disha Aggarwal, Chartered
Accountant, having Membership no. 523124 as its Internal Auditor.
During the year, the Company continued to implement their suggestions
and recommendations to improve the control environment. Their scope of
work includes review of processes for safeguarding the assets of the
Company, review of operational efficiency, effectiveness of systems and
processes, and assessing the internal control strengths in all areas.
Internal Auditors findings are discussed with the process owners and
suitable corrective actions taken as per the directions of Audit
Committee on an ongoing basis to improve efficiency in operations.
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.
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 1992, as amended from time to time, the code of conduct
for prevention of insider trading and the code for corporate
disclosures ("Code"), as approved by the Board from time to time, are
in force by the Company. The objective of this Code is to protect the
interest of shareholders at large, to prevent misuse of any price
sensitive information and to prevent any insider trading activity by
dealing in shares of the Company by its Directors, designated employees
and other employees. The Company also adopts the concept of Trading
Window Closure, to prevent its Directors, Officers, designated
employees and other employees from trading in the securities of Aayush
Food and Herbs Limited at the time when there is unpublished price
sensitive information.
PARTICULARS OF THE EMPLOYEES
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, there are no employees drawing
remuneration in excess of the limits set out in the said rules.
The information required pursuant to Section 197 of Companies Act, 2013
read with rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of Employees of the
Company, will be provided upon request. In terms of Section 136 of the
Act, the reports and accounts are being sent to the members and other
entitled thereto, excluding the information on employee's particulars
which is available for inspection by the members at the Registered
office of the Company during business hours on working days of the
Company up to the date of ensuing Annual General Meeting. If any member
is interested in inspecting the same, such member may write to the
Company Secretary in advance.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed there under.
During the year 2014-2015, no complaints were received by the Company
related to sexual harassment.
LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to Metropolitan Stock Exchange of India Limited where
the Company's Shares are listed.
ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges
gratefully the shareholders for their support and confidence reposed on
your Company.
For and on behalf of the Board For and on behalf of the Board
Sunil Mittal Ashish Mittal
Director Managing Director
DIN 00124175 DIN 02158722
Place: Delhi
Date : 28.08.2015
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