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अवतील एंटरप्राइज निदेशकों की रिपोर्ट, अवतील एंटरप्राइज निर्देशकों द्वारा रिपोर्ट

अवतील एंटरप्राइज

बीएसई: 504390  |  NSE: N.A  |  ISIN: INE292N01018  |  Finance - Investments

खोजें अवतील एंटरप्राइज कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
Dear Members,
 
 The Directors are pleased to present the 33rd Annual Report and
 Audited Financial Statements on the business and operations of your
 Company for the year ended March 31, 2015. Your Company has achieved
 yet another year of satisfactory performance in turnover and
 profitability.
 
 FINANCIAL RESULTS:
 
 THE FINANCIAL RESULTS OF THE COMPANY FOR THE FINANCIAL YEAR UNDER REVIEW
 ARE SUMMARIZED BELOW:
 
                                      Year ended         Year ended
                                      31st March, 2015   31st March, 2014
                                     (Rs. in Lacs)       ( Rs.in Lacs)
 
 INCOME
 
 Turnover / Gross Income                         195.23            189.49
 
 EXPENDITURE
 
 Purchases                                           --              9.61
 
 Changes in Inventories of Finished Goods          0.99            (9.51)
 
 Employee Costs                                    0.76              1.21
 
 Finance Charges                                   2.01             11.78
 
 Depreciation                                      8.38              8.74
 
 Other Expenses                                   16.42              4.62
 
 
 
 Profit / ( Loss ) Before Tax                    166.67            163.04
 
 Less: Provision for Taxation
 
 Current Year Tax                                 34.01             33.60
 
 Deferred Tax Liability                          (1.15)            (1.13)
 
 Profit / ( Loss ) After Tax                     133.80            130.57
 
 Add: Balance brought forward from previous year1325.36           1194.79
 
 Profit / ( Loss) available for appropriation   1459.16           1325.36
 
 Appropriation:
 
 Less : Transfer to General Reserve                  --                --
 
 Prior Period Expenses                               --                --
 
 Interim Dividend                                    --                --
 
 Proposed Dividend                                   --                --
 
 Tax on Dividend                                     --                --
 
 Balance carried to Balance Sheet               1459.16           1325.36
 
 PERFORMANCE OF YOUR COMPANY
 
 The financial highlights reflects a marginal higher turnover in the
 financial year under review. The turnover of your Company for the
 financial year under review is Rs. 195.23 Lacs, as against Rs.  189.49
 Lacs in the previous year, which is a result of a good performance of
 the Company. Net Profit after Tax stood at Rs. 133.80 Lacs as against
 Rs. 130.57 Lacs in the previous financial year.
 
 DIVIDEND:
 
 Your Directors regret that the Board could not recommended any dividend
 for the year ended March 31, 2015 in view of the cash requirement for
 establishing the Company in its growth plan and challenging times.
 
 TRANSFER TO RESERVE
 
 Your Company proposes to retain Rs. 133.80 Lacs in the Profit & Loss
 Account (Surplus).
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 Mr. Amit A. Bhagat (DIN: 02559273), resigned from the post of
 Independent Director of your Company w.e.f. February 12, 2015. Your
 Board of Directors appreciated assistance and guidance provided by him
 during his tenure as Director.
 
 The Board of Directors of your Company appointed Mr. Amit Shankerbhai
 Patel as an Additional Non-Executive Independent Director w.e.f.
 February 12, 2015 to hold the office till ensuing Annual General
 Meeting in accordance to provisions of the Companies Act, 2013.
 
 The Board of Directors of your Company has appointed Ms. Dharmistha J.
 Darji as an Additional Non-Executive Director w.e.f March 20, 2015 to
 hold the office till the ensuing Annual General Meeting in accordance
 to provisions of the Companies Act, 2013. Further, your Board of
 Directors has also appointed Ms. Dharmistha J. Darji as Company
 Secretary & Compliance Officer of the Company w.e.f. March 20, 2015
 pursuant to Section 203 of the Companies Act, 2013 for complying with
 the requirements of Securities Laws and Listing Agreements with Stock
 Exchanges.
 
 Subsequently, your Board of Directors vide Circular Resolution dated
 March 30, 2015 re- designated Ms. Dharmistha J. Darji from Additional
 Non-Executive Director to Additional Executive Director to hold the
 office till the ensuing Annual General Meeting in accordance to
 provisions of the Companies Act, 2013.
 
 Pursuant to the provisions of Section 149 of the Companies Act, which
 came into force from April 1, 2014, Mr. Amit M. Brahmbhatt (DIN:
 05276051) was appointed as Independent Director at the Annual General
 Meeting of the Company held on September 25, 2014. The terms and
 conditions of appointment of Independent Director are as per Schedule
 IV of the Act. The Company has received declaration from the
 Independent Director of the Company confirming that he meets with the
 criteria of independence as prescribed under sub-section (6) of Section
 149 of the Companies Act, 2013 and there has been no change in the
 circumstances which may affect their status as Independent Director
 during the year.
 
 BOARD EVALUATION
 
 The Board adopted a formal mechanism for evaluating its performance and
 as well as that of its Committees and individual Directors, including
 the Chairman of the Board. The exercise was carried out through a
 structured evaluation process covering various aspects of the Board
 functioning such as composition of the Board & committees, experience &
 competencies, performance of specific duties & obligations,
 contribution at the meetings and otherwise, independent judgment,
 governance issues etc.
 
 COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
 REMUNERATION AND DISCHARGE OF THEIR DUTIES
 
 The Company''s Policy relating to appointment of Directors, payment of
 Managerial
 
 remuneration, Directors'' qualifications, positive attributes,
 independence of Directors and other related matters as provided under
 Section 178(3) of the Companies Act, 2013 is furnished in Annexure B
 and is attached to this report.
 
 DIRECTOR''S RESPONSIBILITY STATEMENT
 
 To the best of their knowledge and belief and according to the
 information and explanations obtained by them, your Directors make the
 following statement in terms of Section 134(3)(c) of the Companies Act,
 2013;
 
 i.  In the preparation of the Annual Accounts of the Company, the
 applicable Accounting Standards had been followed;
 
 ii. The Directors had 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 on 31st March, 2015 and
 Profit or Loss for the year ended as on that date;
 
 iii. The Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 preventing and detecting fraud and other irregularities;
 
 iv. The Directors had prepared the Annual Accounts on a going concern
 basis;
 
 v.  The directors, in the case of a listed company, had laid down
 internal financial controls to be followed by the company and that such
 internal financial controls are adequate and were operating
 effectively;
 
 vi. The directos had devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY
 
 The Company has in place a proper and adequate system of internal
 control and the same is being reviewed commensurate with its size and
 nature of operations.
 
 The Company has entrusted the internal & operational audit to M/s.
 Dixit Dattatray & Associates, FRN - 102665W a reputed firm of Chartered
 Accountants. The main thrust of the internal audit process is test and
 review of controls, independent appraisal risks, business processes and
 benchmarking internal controls with best practices.
 
 The Audit Committee of the Board of Directors, Statutory Auditors and
 Business Heads are periodically apprised of the internal audit findings
 and corrective actions taken. Audit plays a key role in providing
 assurance to the Board of Directors.
 
 MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT,
 INCLUDING NUMBER OF PEOPLE EMPLOYED.
 
 The Company provide a workplace environment that is safe, hygienic,
 humane, and which upholds the dignity of the employees. The Company
 creates systems and practices to ensure a harassment free workplace,
 where employees feel safe and secure in discharging their
 responsibilities.
 
 They are 1 persons employed with your company.
 
 CAUTIONARY STATEMENT
 
 Statements made in this report in describing the Company''s objectives,
 projections, estimates,
 
 expectations or predictions may be forward-looking statements within
 the meaning of applicable securities laws and regulations.
 Forward-looking statements are based on certain assumptions and
 expectations of future events. The Company cannot guarantee that these
 assumptions and expectations are accurate or will be realized by the
 Company. Actual results could differ materially from those expressed in
 the statement or implied due to the influence of external and internal
 factors, which are beyond the control of the Company. The Company
 assumes no responsibility to publicly amend, modify or revise any
 forward-looking statements on the basis of any subsequent developments,
 information or events.
 
 PUBLIC DEPOSIT
 
 During the year under review, your Company has not accepted any
 deposits within the meaning of provisions of Chapter V - Acceptance of
 Deposits by Companies of the Companies Act, 2013 read with the
 Companies (Acceptance of Deposits) Rules 2014, as amended from time to
 time.
 
 CORPORATE GOVERNANCE
 
 As per Clause 49 of the Listing Agreement with the Stock Exchange,
 Corporate Governance is applicable to your Company from 31st March
 2015. Your Company shall comply with the requirements of Clause 49
 within six months from the date, on which the provisions became
 applicable to the Company i.e. within six months from 31st March, 2015.
 
 OPEN OFFER
 
 Open offer for acquisition of 1,04,000 (One Lac Four Thousand) fully
 paid up equity shares of Rs.  10/- each from the shareholders of Arun
 Varun Trade and Investment Limited (AVTIL) by Mr.  Gautam Bhandari
 and Mr. Jayantilal Bhandari (hereinafter refer to as Acquirers)
 constituting 26.00% of the Issued, Subscribed, Paid - up Equity Share
 Capital having Voting Rights of the Target Company, pursuant to and in
 compliance with regulations 3(1) & 4 of the Securities And Exchange
 Board Of India (Substantial Acquisition Of Shares And Takeovers)
 Regulations 2011, as amended (SEBI (SAST) Regulations).
 
 Tentatively date of opening of the offer is Monday, October 19, 2015 &
 Date of closing of the offer is Monday, November 02, 2015 which is
 subject to change as per SEBI comments on open offer.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The information required under Section 134 of the Companies Act, 2013
 read with the Companies (Accounts) Rules, 2014 with regard to
 Conservation of Energy & Technology absorption is not required to be
 given, as the same is not applicable to the Company.
 
 Foreign Exchange Earning : NIL
 
 Foreign Exchange Outgo : NIL
 
 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 on the date of this report.
 
 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
 TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
 
 There are no significant and material orders passed by the Regulators
 or Courts or Tribunals which would impact the going concern status and
 the Company''s future operations.
 
 DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
 
 The Company has not developed and implemented any Corporate Social
 Responsibility initiatives as the said provisions are not applicable
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
 OF THE COMPANIES ACT, 2013
 
 Particulars of investments made by your Company are provided in the
 Audited financial statement. (Please refer to Note 8 to the Audited
 Financial Statement).
 
 Further, there were no loans given, guarantees and Securities provided
 by your Company under Section 186 of the Companies Act, 2013 during the
 financial year under review.
 
 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
 
 There was no contract or arrangements made with related parties as
 defined under Section 188 of the Companies Act, 2013 during the year
 under review. Accordingly, the disclosure of related party transactions
 as required under Section 134(3)(h) of the Companies Act, 2013 in Form
 AOC 2 is not applicable.
 
 AUDITORS AND AUDITORS REPORT
 
 M/s. Ramanand Aiyar & Co., Chartered Accountants (FRN: 000990N) have
 expressed their unwillingness to continue as Statutory Auditors of the
 Company and do not offer themselves for re-appointment.
 
 M/s. BDMV & Co., Chartered Accountants (Firm Registration Number:
 101256W) being eligible, have consented to act as Statutory Auditors of
 the Company to hold the office from the conclusion of 33rd Annual
 General Meeting till the conclusion of 38th Annual General Meeting
 (subject to the approval of the members at the ensuing Annual General
 Meeting and ratification at every Annual General Meeting held
 thereafter).
 
 The notes to the Financial Statements referred to in the Auditors
 Report are self-explanatory and do not call for any further comments
 under Section 134 of the Companies Act, 2013.
 
 SECRETARIAL AUDIT
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and The Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014, the Company had appointed M/s. DMP &
 Associates, Practicing Company Secretaries to undertake the Secretarial
 Audit of the Company for the financial year 2014-15. The Report of the
 Secretarial Audit Report is annexed herewith as Annexure C.
 
 EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
 REMARKS OR DISCLAIMERS MADE BY THE PRACTICING COMPANY SECRETARY IN
 THEIR REPORTS
 
 In regards to observations made on business activities of your Company,
 we hereby state that as per our view, the business activities of your
 Company does not falls under the definition of Non- Banking Finance
 Company as per provisions of Reserve Bank of India Act, 1934 and
 further, the management have obtained a legal opinion from an expert to
 further support our view.
 
 EXTRACT OF ANNUAL RETURN
 
 The extracts of Annual Return pursuant to the provisions of Section 92
 (3) read with Rule 12 of the Companies (Management and administration)
 Rules, 2014 is furnished in Annexure A and is attached to this
 Report.
 
 NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
 
 The Board of Directors of your Company met 6 (six) during the financial
 year under review. The details of the same are under mentioned:
 
 Date of Meeting       Board Strength           No. of Directors Present
 
 30/05/2014             4                       3
 
 13/08/2014             4                       3
 
 27/08/2014             4                       3
 
 13/11/2014             4                       3
 
 08/12/2014             4                       3
 
 12/02/2015             4                       4
 
 20/03/2015             5                       4
 
 Further, your Board of Directors passed a Circular Resolution dated
 March 30, 2015 for re- designation of Ms. Dharmistha J. Darji as
 Additional Executive Director from Additional Non- Executive Director.
 
 INDEPENDENT DIRECTORS MEETING
 
 The Independent Directors met on March 20, 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 a whole; the performance of the Chairman of
 the Company, taking into account the views of Executive Directors and
 Non- Executive Directors 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.
 
 COMMITTEES OF BOARD
 
 Audit Committee, Stakeholders Relationship Committee and Nomination and
 Remuneration Committee were constituted.
 
 Details of various committees constituted by the Board of Directors as
 per the provision of the Companies Act, 2013 within six month form
 March 31, 2015.
 
 ESTABLISHMENT OF VIGIL MECHANISM
 
 Your Company has laid down Whistle Blower Policy covering Vigil
 Mechanism with protective Clauses for the Whistle Blowers. The Whistle
 Blower Policy is made available on the website of the Company.
 
 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
 
 Your Company does not have any Subsidiary, Joint Venture or Associate
 Company within the meaning of the Companies Act, 2013 as on March 31,
 2015
 
 RISK MANAGEMENT
 
 Your Board of Directors emphasis to oversee that all the risks that the
 organization faces such as strategic, financial, credit, market,
 liquidity, security, property, legal, regulatory, reputational and
 other risks have been identified and assessed and there is an adequate
 risk management arrangement in place capable of addressing those risks.
 Further, the Audit Committee has additional oversight in the area of
 financial risks and controls. Major risks identified by the businesses
 and functions are systematically addressed through mitigating actions
 on continuing basis.
 
 PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
 
 The Company has zero tolerance on Sexual Harassment at workplace.
 During the year under review there were no cases filed pursuant to the
 Sexual Harassment of Women at Workplace (Prevention, Prohibition and
 Redressal) Act, 2013.
 
 REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /
 EMPLOYEES:
 
 The information required pursuant to Section 197 read with Rule 5 of
 The Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
 respect of employees of the Company and Directors is furnished
 hereunder:
 
 (A) Information pursuant to Section 197 of the Companies Act, 2013 read
 with Rule 5(1) of The Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014: i.
 
 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 and the percentage increase in remuneration of each Director,
 Chief Financial Officer, Chief Executive Officer, Company Secretary in
 the financial year 2014-15:
 
 Name of Director & KMP    Ratio of Remuneration  of    % increase in
                           each Director/to median      remuneration in
                           remuneration of Employeesthe financial year
 
 Executive Directors
 
 Mr. Gautam R. Bhandari    Nil                           Nil
 
 Ms. Dharmistha J. Darji1  Nil                           Nil
 
 Non-Executive Directors
 
 Mr. Amit Shankerbhai      Nil                           Nil
 Patel 2
 
 Mr. Ameet Muljibhai       Nil                           Nil
  Brahmbhatt
 
 Key Managerial Personnel
 
 Mr. Jayantilal R. )       Nil                           Nil
 Bhandari(MD
 
 Mr. Gautam R. Bhandari    Nil                           Nil
 (CFO)
 
 Ms. Dharmistha J. Darji  11000/5000 = 2.2               Nil
 (CS)3
 
 1 Ms. Dharmistha J. Darji appointed as Additional Director w.e.f. 20th
 March, 2015.
 
 2 Mr. Amit Shankerbhai Patel appointed as an Independent Non-Executive
 Director w.e.f. 12th February, 2015.
 
 3 Appointed as Company Secretary w.e.f. 20th March, 2015.
 
 ii.  The median remuneration of employees of the Company during the
 financial year was Rs.  5000.
 
 iii. The percentage increase in the median remuneration of employees in
 the financial year: Nil
 
 iv.  The number of permanent employees on the rolls of Company: 1 (one)
 as on 31st March, 2015.
 
 v.  The explanation on the relationship between average increase in
 remuneration and Company performance: Nil
 
 vi.  Comparison of the remuneration of the key managerial personnel
 against the performance of the Company:
 
 The total remuneration of key managerial personnel is Rs. 6800 in
 2014-15 whereas during the year under review, the Company registered a
 profit after tax of Rs. 133.80 lacs as compared to profit after tax of
 Rs. 130.57 lacs in the previous year.
 
 vii. Variations in the market capitalization of the Company, price
 earnings ratio as at the closing date of the current financial year and
 previous financial year:
 
 Particulars             31st March, 2015    31st March, 2014    % Change
 
 Market Capitalization    2520000                2520000            0
 (in Rs.)
 
 Price Earning Ratio        0.19                  0.19              0
 
 viii. Percentage increase over decrease in the market quotations of the
 shares of the Company in comparison to the rate at which the Company
 came out with the last public offer:
 
 The Market Price of Company''s share as on 31st March, 2015 was Rs.
 6.30/- on BSE.
 
 The Company has not made any public offer in the recent past and
 accordingly, comparison of Public Offer Price and the current market
 price of the Company''s shares are not relevant.
 
 ix.  Average percentile increase made in the salaries of employees
 other than the managerial personnel in the last financial year i.e.
 2014-15 was Nil.
 
 x.  The key parameters for any variable component of remuneration
 availed by the Directors: Nil
 
 xi.  The ratio of the remuneration of the highest paid Director to that
 of the employees who are not Directors but receive remuneration in
 excess of the highest paid Director during the year: N.A.
 
 xii. Affirmation that the remuneration is as per the Remuneration
 Policy of the Company (Annexure B)
 
 It is confirmed that the remuneration is as per the Remuneration Policy
 of the Company.
 
 (B) The information pursuant to Section 197 of the Companies Act, 2013
 read with Rule 5(2) of The Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014 is not applicable, since during the
 year under review none of the employees of the Company was in receipt
 of remuneration in excess of the limits specified, whether employed for
 the whole year or part thereof.
 
 APPRECIATION:
 
 Your Directors acknowledge with gratitude the co-operation and
 assistance given by the Bankers, Distributors, Customers, Investors, BSE
 Ltd., National Securities Depository Ltd., Central Depository Services
 (India) Ltd., and R & T Agent during the year under review and are
 confident that your Company will continue to receive such support in the
 years ahead. The Directors also wish to thank all the employees for
 their contribution, high degree of commitment, support and continued
 co-operation throughout the year.
 
                             FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
 
 Place: Mumbai.
 Date: 02 nd September, 2015
 
                        Jayantilal R. Bhandari         Gautam R. Bhandari
                        Chairman & Managing Director       CFO & Director
                        DIN :01897297                        DIN:00427678
 
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