Aar Shyam (India) Investment Company Ltd Directors Report.

DEAR MEMBERS,

Your Directors have pleasure in presenting the Annual Report of the Company together with audited statements of accounts for the financial year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2018-19 are given hereunder:

(In Rupees)
2018-19 2017-18
Revenue from operations & other income 32,01,972 2,10,39,054
Operating Profit (EBIDTA) 7,57,971 3.93.218
Finance Cost 985 40,981
Depreciation & amortization - -
Profit before tax 7,56,986 3,52,237
Provision for
- Current Tax (net) 1,59,803 1,18,723
- Deferred Tax - -
- MAT Credit entitlement - (16,745)
- Adjustment for prior period tax/tax on dividend - -
Net Profit 5,97,183 2,50,259
Balance b/f from previous year 11775316 1,15,25,057
Adjustment for standard ASSET (2321) -
Profit available for appropriation 1,23,70,178 1,17,75,316
Balance Carried to Balance Sheet 5,97,183 2,50,259

DIVIDEND

In order to meet the future requirements of the Company, your Directors have decided not to recommend dividend for the Financial Year 2018-19.

INCOME FROM OPERATIONS

During the year under review, the revenue from operations was Rs.32.01 lakhs as compared to Rs.210.39 lakhs during the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 of the Listing Agreement entered into with the Stock Exchanges and Circular/Notifications/ Directions issued by Reserve Bank of India from time to time, the Management Discussion and Analysis of the financial condition and result of operations of the Company for the year under review is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

The company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate Governance requirements set out by SEBI. A Report on Corporate Governance as required under SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 of the Listing Agreement entered into with the Stock Exchanges is attached as Annexure of the Annual Report.

A Certificate from, M/s Kundan Agarwal & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid SEBI Regulations 2015, also forms part of the Annual Report.

FINANCE

(i) Share Capital

The paid-up Share Capital as on 31s March, 2019 was Rs.300 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

(ii) Public Deposits

The Company being a Non-Deposit Accepting Non-Banking Finance Company, has not accepted any deposits from the public during the year under review and shall not accept any deposits from the public without obtaining prior approval of the Reserve Bank of India (RBI).

(iii) Particulars of loans, guarantees or investments

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

RBI GUIDELINES

As a 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.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2018-19, six (6) Board Meetings were held on May 30,2018, August 14, 2018, August 30, 2018, November 14, 2018, February 14, 2019 and March 01,2019. And as per companies act, 2013, the maximum interval between any two meetings was not more than 120 days.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 of Listing Agreement, the Board re-constituted some of its Committees. The Committees are as follows:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

> Risk Management Committee

Details of the said Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

CHANGES IN COMPOSITION OF BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Appointment/ Cessation

During the year under review i.e. 2018-19, Mr. Sanyam Tuteja was appointed as Whole-Time Director in place of Mr. Sahib Singh Gusain, and Ms. Reetika Choubey was appointed as Non-Executive Director w.e.f. 14.02.2019 but acted in that capacity up to 12.08.2019.

b. Retire byRotation

In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Ms. Beenu Agarwal, being Non-executive Director, retires by rotation and being eligible offers herself for reappointment at the ensuing Annual General Meeting. The Board recommends her appointment.

c. Appointment of WomenDirector

With coming into force of the provisions of Companies Act, 2013, the Board had already appointed Ms. Beenu Agarwal and Ms. Reetika Choubey as Women Directors on the Board of the Company.

d. Key Managerial Personnel

During the year under review i.e. 2018-19, Mr. Sahib Singh Gusain, Whole Time Director, (DIN: 00649786) upto 14.02.2019; Mr. Sanyam Tuteja, Whole Time Director, (DIN: 08139915) w.e.f. 14.02.2019; Mr. Dinesh Kumar, Chief Financial Officer; and Ms. Princy Anand , Compliance officer & Company Secretary were designated as the Key Managerial Personnel of the Company pursuant to the requirements of the applicable provisions of Companies Act, 2013 read with its Rules, by the Board of Directors and their terms and conditions of the appointment and remuneration was considered by the Board.

e. Boards Independence

Our definition of Independence of Directors is derived from SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non- Executive Directors are Independent in terms of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 of the Listing Agreement and Section 149(6) of the Companies Act,2013 :-

1. Mr. Jitendra Jain (DIN: 00641261)

2. Ms. Reena Gupta (DIN: 06966728)

DIRECTORS 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 statements in terms of the section 134(5) of the Companies Act, 2013:

(i) that in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) that such accounting policies, as mentioned in Note 2 of the Notes to the Financial Statements, have been selected and applied consistently and judgments 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, 2019 and of the profit of the Company for the year ended on that date;

(iii) 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;

(iv) that the annual financial statements have been prepared on a going concern basis;

(v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION & EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, Policy on Nomination and Remuneration of Directors, Key Managerial Personnel, Senior Management and other employees has been formulated including criteria for determining qualifications, positive attributes, Independence of a Director and other matters as required under the said Act and Listing Agreement.

The evaluation framework for assessing the performance of Directors comprises of the following key areas

• Expertise;

• Objectivity and Independence;

• Guidance and support in context of life stage of the Company;

• Understanding of the Companys business;

• Understanding and commitment to duties and responsibilities;

• Willingness to devote the time needed for effective contribution to Company;

• Participation in discussions in effective and constructive manner;

• Responsiveness in approach;

• Ability to encourage and motivate the Management for continued performance and success;

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation. Accordingly a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors and also the necessary evaluation was carried out by Nomination and Remuneration Committee and Independent Director at their respective meetings held for the purpose.

RELATED PARTY TRANSACTIONS

No Related Party Transactions were entered into during the financial year 2018-19. All Related Party Transactions entered into in the past were on an arms length basis and were in the ordinary course of business. 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 potential conflict with the interest of the Company at large.

On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the

Related Party Transactions are managed and disclosed in accordance with the strict legal and accounting requirements.

A statement of all related party transactions, if any, is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms & conditions of the transactions. The statement is supported by a certificate from the CFO.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. REMUNERATION OF THE DIRECTORS/KMP/EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5(1), clause (i) and (ii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below.

Sr. No. Name of Director/KMP and Designation Ratio of remuneration of each director to the median remuneration of the employees % increase in remuneration in the FY2018-19
1 Sahib Singh Gusain (up to 14.02.2019) Whole-Time Director 1:1 Nil
2 Sanyam Tuteja (w.e.f. 14.02.2019) Whole-Time Director 1:1 Nil
3 Dinesh Kumar Chief Financial Officer 1:1 Nil
4 Princy Anand Company Secretary 1:1 Nil

 

Clause Under Rule 5(1) Prescribed Requirement Particulars
(iii) Percentage increase in the median remuneration of employees in the financial year Nil
(iv) Number of permanent employees on the rolls of company as on the date of Annual Report 2
(viii) Average Percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration Nil
(xii) Affirmation that the remuneration is as per the remuneration policy of the company It is hereby confirmed that remuneration paid to Director/KMP and other employees is as per the remuneration policy of the company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 as per provisions of Section 134(3) is attached as Annexure 1 to this report and also placed on the website of the Company at www.aarshyam.in

STATUTORY AUDITORS & THEIR REPORT

M/s. STRG & Associates, Chartered Accountants, having ICAI Firm Registration No. 014826N auditor of the company, audited the annual accounts of the company.

The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed M/s. Kundan Agarwal & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report for financial year 2018-19, has been appended as Annexure 2 to this Report.

The Auditors Report does not contain any qualification, reservation or adverse remark.

The Board of the Directors at their Meeting held on 30th August, 2019 has appointed M/s. Kundan Agarwal & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company.

INTERNAL AUDITORS & THEIR REPORT

Pursuant to provisions of Section 138 of Companies Act 2013 and rules made there under, the company had appointed MAKS & Co. as Internal Auditor for the year 2018-19.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT, FOREIGN EXCHANGE INFLOW/OUTFLOW, ETC.

The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company since it doesnt own any manufacturing facility.

However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

There are no earnings and outgoing Foreign Exchange during the year under review.

VIGIL MECHANISM

Your Company has established a Whistle Blower Policy and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and 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 and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

RISK MANAGEMENT POLICY AND INTERNAL CONTROL

The Company has adopted a Risk Management Policy duly approved by the Board and also 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 Risk Management Committee, Audit Committee and the Board of Directors of the Company. The Companys internal control systems are commensurate with the nature of its business and the size and complexity.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

ACKNOWLEDGEMENT

We are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India, the Stock Exchanges, and other regulatory authorities for their valuable guidance and support and wish to express our sincere appreciation for their continued co-operation and assistance. We look forward to their continued support in future.

We wish to thank our bankers, investors, rating agencies, customers and all other business associates for their support and trust reposed in us. Your Directors express their deep sense of appreciation for all the employees whose commitment, co-operation, active participation, dedication and professionalism has made the organizations growth possible.

Finally, the Directors thank you for your continued trust and support.

For and on behalf of
AAR Shyam India Investment Company Limited
Sd/- Sd/-
Date: 30/08/2019 Reena Gupta Sanyam Tuteja
Place: New Delhi Director Director
(DIN:06966728) (DIN:08139915)