aarcon facilities ltd share price Directors report

To,

The Members,

Your Directors have pleasure in presenting their 30^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended on 31^st March, 2023.

1. Financial summary or highlights/Performance of the Company

The financial results for the year as under: (Rupees in Lacs)

Particular	Year ended 31.03.2023	Year ended 31.03.2022
Sales & Other Income	49.58	33.44
Profit before Depreciation	15.09	3.69
Less: Depreciation	13.01	13.01
Profit/Loss of the year	2.08	(9.32)
Less: Provision for Taxation	0.00	0.00
Provision for Deferred Tax	0.00	0.00
Profit/Loss After Tax	2.08	(9.32)

2. Dividend

Your Board does not recommend any dividend for the financial year 2022-23.

3. Reserves

Your Board does not propose to carry to any reserves for the financial year 2022-23.

4. Brief description of the Companys working during the year/State of Companys affair

There was revenue from operation of Rs. 49.53 lacs during the FY 2022-23 as compared to Rs. 33.41 lacs during the previous FY 2021-22 and there is profit of Rs. 2.08 lacs during the FY 2022-23 as compared to loss of Rs. 9.32 lacs during the previous FY 2021-22.

5. Change in the nature of business, if any

There was no change in the nature of business during the FY 2022-23.

6. 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

No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The management of the Company has taken adequate steps for internal financial controls with reference to Financial statements.

9. Details of Subsidiary/Joint Ventures/Associate Companies

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement

Your Company has no Subsidiary/Joint Ventures/Associate Companies during the year.

11. DEPOSITS

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore the details relating to deposits, covered under Chapter V of the Act is not applicable.

12. STATUTORY AUDITORS

M/s V. J. Amin & Co, the existing statutory auditors of the Company had been appointed at the Annual General Meeting of the Company held on 29/09/2020 for a period of five years and is eligible to act as auditors for the current financial year.

M/s. Nakul & Kush., Chartered Accountants, had been appointed as an Internal Auditors at the meeting of the Board of Director held on 12^th February, 2022 for the FY 2022-23 for conducting internal audit of the company.

13. AUDITORS REPORT

The observations of the Auditors are explained, wherever necessary, in an appropriate notes to the Audited Statement of Accounts. No qualification, reservation or adverse remark or disclaimer has been made by the auditor in their report for the FY 2022-23.

14. SHARE CAPITAL

During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.

15. Web link for Annual return

Since the Company doesnt have any website, no web-link has been provided pursuant to Section 92(3) of the Companies Act, 2013 read with rules made thereunder.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith (Annexure-A)

17. Corporate Social Responsibility (CSR)

As your Company does not fall under the class of Companies specified under section 135 of the Companies Act, 2013 for spending any sum towards Corporate Social Responsibility as Net worth of the Company is below Indian Rupees 500 crore or Turnover is below Indian Rupees 1000 crore or a Net Profit is below Indian Rupees 5 crore during the preceding financial year ended on 31^st March, 2022 and therefore the Company has not spent any sum towards Corporate Social Responsibility during the financial year 2022-23.

18. Directors

A) Changes in Directors and Key Managerial Personnel

Mrs. Anupama Bharat Gupta, Director of the Company, retired by rotation and re-appointed at the annual general meeting held on 26^th September, 2022.

Mr. Dhrumesh Gopal Shah, who was appointed as an Additional Independent Director w.e.f. 1^st December, 2021, was re-appointed as an Independent Director of the Company at the annual general meeting held on 26^th September, 2022.

Mr. Bharat Ramchandra Gupta, Managing Director of the Company has been re-appointed as Managing Director with effect from 1^st April, 2023 at the meeting of the board of director held on 14^th November, 2022.

Mrs. Krishna Naik, Company Secretary of the Company has tendered her resignation and it was accepted at the meeting of the Board of Directors held on 15th October, 2022 with effect from the same day.

B) Declaration by an Independent Director(s) and re- appointment, if any

Declarations

Declaration by Mr. Dhrumesh Gopal Shah, Director (Independent Director) of the Company, has been received that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

The Independent Director of the company has also confirmed compliance of relevant provisions of rule 6 of the Companies (appointments and Qualifications of directors) Rules, 2014.

Re-appointments:

Mr. Bharat Ramchandra Gupta, Director of the Company retiring by rotation and eligible for reappointment has given his consent and declaration under form DIR-8 pursuant to Section 164(2) read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Details of director seeking re-appointment as per regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 is attached herewith. (Annexure- E).

C) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors.

In evaluating the suitability of individual Board members, the Committee may take into account factors, such as:

i. General understanding of the Companys business; ii. Educational back ground and experience: iii. Personal and professional ethics, integrity and values; iv. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

D) Opinion of the Board:

Your Board is of opinion that independent directors of the Company, appointed / reappointed at the last AGM, possess requisite qualifications, experience and expertise and they hold good standard of integrity in various fields.

19. Number of meetings of the Board of Directors

During the year from 1^st April, 2022 to 31^st March, 2023 the Board of Directors met six times on the following dates:

Sr. No.	Date	Board Strength	No. of Directors
			Present
1	30-05-2022	3	3
2	01-08-2022	3	3
3	15-10-2022	3	3
4	14-11-2022	3	3
5	15-12-2022	3	3
6	13-02-2023	3	3

20. Audit Committee

The Audit Committee of the Company comprising of the following Directors of the Board:

Sr. No.	Name of the Director	Designation
1	Mrs. Anupama Bharat Gupta	Non-Executive Director
2	Mr. Dhrumesh Gopal Shah	Non-Executive Independent Director
3	Mr. Bharat Ramchandra Gupta	Executive Director

There was no occasion regarding non acceptance of any recommendation of the Audit Committee during the year. Audit Committee meetings were held on 30-05-2023, 01-08-2022, 14-11-2022 & 13-02-2023 during the year.

Note: The constitution of above committee doesnt comply with the provision of the Section 177(2) of the

Companies Act, 2013 not forming majority of independent director in the committee.

21. Details of establishment of vigil mechanism for directors and employees

Your Board has established vigil mechanism pursuant to rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 to oversee the efficient working of the vigil mechanism.

The vigil mechanism Committee of the Company comprising of the following Directors of the Board:

Sr. No.	Name of the Director	Designation
1	Mrs. Anupama Bharat Gupta	Non-Executive Director
2	Mr. Dhrumesh Gopal Shah	Non-Executive Independent Director
3	Mr. Bharat Ramchandra Gupta	Executive Director

The Company has framed a whistle blower policy in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015.

22. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprising of the following Directors of the Board:

Sr. No.	Name of the Director	Designation
1	Mrs. Anupama Bharat Gupta	Non-Executive Director
2	Mr. Dhrumesh Gopal Shah	Non-Executive Independent Director
3	Mr. Bharat Ramchandra Gupta	Executive Director

The policy formulated by Nomination And Remuneration Committee:

The terms of reference of the committee inter alia include succession planning for Board of Directors and Senior Management Employees, identifying and selection of candidates for appointment of Directors/Independent Directors based on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel and other senior managerial position and review the performance of the Board of Directors and Senior Management personnel including Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, the committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talents, remuneration commensurate with the performance of individual and group and also maintains a balance between both short and long term objectives of the company.

The meeting of Nomination and Remuneration committee was held on 01/08/2022 during the financial year under review.

Note: The constitution of above committee doesnt comply with the provision of the Section 178(1) of the

Companies Act, 2013.

23. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company comprising of the following Directors of the Board:

Sr. No.	Name of the Director	Designation
1	Mrs. Anupama Bharat Gupta	Non-Executive Director
2	Mr. Dhrumesh Gopal Shah	Non-Executive Independent Director
3	Mr. Bharat Ramchandra Gupta	Executive Director

The meeting of Stakeholders Relationship committee was held on 01/08/2022 during the year under review.

24. Particulars of loans, guarantees or investments under section 186

The Company has not given any loan, guarantees or investments under section 186 to any person or body corporate except loan to employees of the Company as per Companys policy for employees.

25. Particulars of contracts or arrangements with related parties:

The Company has not entered into any contract or arrangement with related party referred to in sub-section (1) of section 188 of the Companies Act, 2013. Form No. AOC-2 regarding transactions under section 188 of the Companies Act, 2013 is enclosed herewith (Annexure-B).

26. Managerial Remuneration:

Disclosures pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith

(Annexure-C).

27. Secretarial Audit Report

The Secretarial Audit Report pursuant to Section 204(1) of the Companies Act,2013 given by M/s DRP & Associates., Practicing Company Secretaries has been enclosed herewith (Annexure-D).

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except:

a. The Audit committee of the Company was not constituted as required under Section 177 of the

Companies Act, 2013 during the year under review, due to not forming a majority by independent directors.

b. The Nomination and Remuneration committee of the Company has not been constituted as required under Section 178 of the Companies Act, 2013 which requires three or more non-executive directors out of which not less than one half shall be independent directors.

c. The Company has not published quarterly / annual financial result in any newspaper during the year under review as required under Regulation 33 and 47 of SEBI (LODR) Regulation, 2015.

d. The Company does not maintain website in accordance with regulation 46 of SEBI (LODR) Regulation,

2015.

e. The Company has not fully paid annual listing fees to BSE for the FY 2022-23 and also not paid for FY

2023-24 till date of report.

f. The Company does not have Company Secretary and compliance officer as required under Section 203 of the Companies Act, 2013 and Regulation 6 of the SEBI (LODR) Regulation, 2015 as on date of report.

g. The Company has not registered itself on SCORE platform as required under Regulation 13 of SEBI

(LODR) Regulation, 2015.

Explanation:

a) The Company is in search of the proper candidate for the position of an Independent Director and could not find proper person to fill in vacancy of an Independent Director. Audit committee of the Company will be re-constituted after appointment of Independent Director as required under Section 177 of the Companies Act, 2013.

b) The Company is in search of the proper candidate for the position of an Independent Director and could not find proper person to fill in vacancy of an Independent Director. The Nomination and Remuneration committee of the Company will be re-constituted after appointment of Independent Director as required under Section 178 of the Companies Act, 2013.

c) As the financial position of the Company is not sound, the Company has not published quarterly / annual financial result in any newspaper during the year under review.

d) Due to the poor financial position of the Company and the scarcity of the manpower in the Company, the costing to maintain website will be very difficult therefore Company is unable to maintain the website of the Company.

e) The Company had paid the partial fees for the FY 2022-23 to the BSE and will pay all the remaining fees for FY 2022-23 and FY 2023-24 very soon.

f) The company secretary of the company has tendered the resignation during the year under review and the company is in process of searching the proper candidate for the position. The Company will appoint the qualified company secretary and compliance officer in near future as required under the Act.

g) The Company will registere with the SCORE platform as required under Regulation 13 of SEBI (LODR) Regulation, 2015 very soon.

28. Corporate Governance Report

As stipulated in the Regulation 72 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company does not require to comply with Regulation 17 to Regulation 27 of the said regulation as Paid-up Capital does not exceed Rs. 10 Crores or Net worth does not exceed Rs. 25 Crores which is specified in Regulation 15 and hence did not need to obtain Corporate Governance Report.

29. Disclosures required under Schedule V regarding Annual Report pursuant to Regulation 34(3) of

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015:

Disclosures mentioned in Para A of Schedule V:

Disclosures regarding compliance with the Accounting Standard on ‘Related Party Disclosures has been given in the notes to the accounts.

Disclosures mentioned in Para B of Schedule V:

The Management Discussion and Analysis Report has been attached along with the Directors Report as

Annexure F.

Disclosures mentioned in Para C, D and E of Schedule V:

Pursuant to Regulation 15(2) of of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, Para C, D and E of Schedule V does not apply to the Company.

Disclosures mentioned in Para F of Schedule V:

There are no shares in demat suspense account or unclaimed suspense account.

30. Code of Conduct :-

The Company has adopted a code of conduct for its directors and designated senior management personnel. All the Board members and senior management personnel follow compliance of code of conduct.

31. Risk management policy

In todays economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Companys risk management is embedded in the business processes. Your company has identified the following risks:

Key Risk	Impact to Aarcon Facilities Limited	Mitigation Plans
Recession in reality market.	Risk of recession in reality affects the function of the Company.	The Company does not launch any new project during recession period.
Interest Rate Risk	Any increase in interest rate can affect the finance cost	Company has enough fund to meet the need arises.
Competition Risk	Every company is always exposed to competition risk.	By continuous efforts to enhance the brand image of the Company.
Compliance Risk Increasing regulatory Requirements.	Any default can attract penal provisions	By regularly monitoring and review of changes in regulatory framework.

32. Directors Responsibility Statement

Your Directors state that

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. 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 and of the profit and loss of the company for that period; c. 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 for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013:

The Company has framed an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2022-23 and hence no complaint is outstanding as on 31/03/2023 for redressal.

34. Compliance with Secretarial Standards and SEBI (Listing Obligation and Disclosure Requirement)

Regulations.2015:

The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 as applicable to the Company from time to time except the following:

1. Regulation 47 of SEBI (LODR) Regulation, 2015 - The Company does not publish any information as mentioned in the said provision.

2. Regulation 6 of SEBI (LODR) Regulation, 2015 - The Company has not appointed the Company secretary and Compliance officer as required under the said regulation.

3. Regulation 13 of SEBI (LODR) Regulation, 2015 - The Company has not registered on SCORE platform as required under the said regulation.

35. Details of fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

There was no fraud reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

36. Disclosure regarding maintenance of cost records:

Your Company is not required to maintain cost records as specified by the Central Government under subsection 1 of section 148 of the Companies Act, 2013.

37. Details of proceedings under the Insolvency and Bankruptcy Code, 2016

There was no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

38. Acknowledgements

The Board of Directors gratefully acknowledge the assistance and co-operation received from the Bank of India, Indusind Bank and all other statutory and non-statutory agencies for their co-operation.

The Board of Directors also wish to place on record their gratitude and appreciation to the members for their trust and confidence shown in the Company.

The Board of Directors would like to especially thank all the employees of the Company for their dedication and loyalty.

Date: 11/08/2023	By Order of the Board of Directors
Regd. Office:	Bharat Ramchandra Gupta	Anupama Bharat Gupta
401, 402, Earth Complex,	Managing Director & CFO	Vadodara, Gujarat
Opp. Vaccine Institute,	DIN: 00547897	Director
Old Padra Road,		DIN: 02221605
Vadodara, Gujarat.-390015