Aditya Consumer Marketing Ltd Directors Report.

To

The Members of

The Aditya Consumer Marketing Limited

Your Directors are pleased to present the 17th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2019. The Financial results are shown as below.

1. Financial Results (Rs. In Crore)
Particulars 31.03.2019 31.03.2018
Income from sales(Gross) 84.17 75.17
Less: Taxes (7.28) (5.40)
Income from Sales(Net) 76.89 69.76
Other Income 0.10 0.14
Total Income 76.99 69.91
Less: Expenditure 69.72 63.56
Pro t/(Loss) before interest, depreciation and tax 7.27 6.35
Less : Depreciation 1.44 1.29
Interest 0.76 0.62
Provisions for Taxation 1.40 1.46
Pro t/(Loss) before extraordinary item 3.67 2.9
Less: Extraordinary Item (Written back items)
Pro t/(Loss) after Taxes 3.67 2.98
Pro t/(Loss) available for appropriation 3.67 2.98
Pro t and Loss Appropriation Account - -
Balance carried to Balance sheet 3.67 2.98

2. Overview of Company’s Financial Performance

Your Company is in the business of multi-location Retail supermarket, Beauty and Hair Salon, Food & Beverages (restaurants and Take-Away) and banqueting. In this financial year Company has reported sterling growth in sales, EBITDA & net profit. Your company has earned gross revenue of Rs. 84.17 crore through sale against Rs. 75.17 crore in the previous year and net revenue of Rs. 76.89 crore against Rs. 69.76 crore in the previous year, registering a growth of 10.22% YOY. EBITDA also grew by 9.07% to 9.42% with a growth of 3.85% as compared to last year and in absolute terms 14.53% to Rs. 7.25 crore in current year from Rs. 6.33 crore in previous year. Your Company’s net profit after tax jumped by 23% to Rs. 3.67 crore from Rs. 2.98 crore in the previous year. Same Store Sales growth had been 6.82%.

The increase in EBITDA has been possible due to continued focus in increasing the share of profitable segment sale. Share of salon business grew by 0.92% to 8.62% of total sales. Similarly sale of Food & Beverages grew by 27.02% of 18.66% of total sales compared to 16.19% in previous year & Retail have also seen an increase in sales by 7.74%.

3. Dividend

Your Directors regret their inability to recommend any dividend for the financial period under review in view of the conservation of resources for proposed expansion of its business operations in other cities..

4. Share Capital

The issued, subscribed and paid-up equity share capital of the company as on 31st March, 2019 is 14,63,38,870. During the year under review, the Company has not issued shares with differential voting rights, nor granted stock options nor sweat equity.

5. Transfer to Reserves

During the year under review, this item is explained under the head "Reserve & Surplus" forming part of the balance sheet, as mentioned in Note no.4 Significant policies and notes forming part of the Financial Statement.

6. Change in nature of business

During the year under review, there is no change in the nature of business of the company.

7. Review of Operation

During the year under review new activities was started by the company. In order to expand the operations of your company, the Company has opened 7th 9 to 9 Super market, YO! China , 9 to 9 Salon ,and 9 to 9 Banquet Hall at Shivraj Plaza, West Church Road, Near DM Residence, Gaya-823001, Bihar and a branch of Take-Away-Express (Online & o ine Food Delivery Platform) at Lower Parel, Mumbai(W), during the year and we are planning to open new unit of Company in Muza arpur & Darbhanga very soon.

8. Material changes and commitment 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

There were no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2018-19 and the date of this Report.

9. Directors’ Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

a) in the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have 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 as at March 31, 2019 and of the profit/loss of the Company for the year ended on that date;

c) The Directors have taken proper and suf cient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a ‘going concern’ basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

11. Deposits

During the financial year 2018-19, your Company has not accepted any xed deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

12. Directors and key managerial personnel

Appointments:

In compliance with the provisions of Sections 196,197 & 203 read with Rule 8 of companies (Appointment and remuneration) Rules, 2014 and other applicable provisions, if any, of the Companies Act, at the Board Meeting, Mr. Hridaya Narayan Tiwari has been appointed as a Company Secretary & Compliance Of cer with effect from 14th March, 2019.

Resignation:

During the financial year 2018-19, No director has resigned from the Company.

Ms. Rachna was working as a Company Secretary & Compliance Of cer resigned with effect from closure of business hours of 13th March, 2019.

13. Disclosure relating to Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy is explained in Corporate Governance Report.

14. Independent Directors’ Meeting

Independent Directors of the Company had met during the year under review, details of which are given in the Corporate Governance Report.

15. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

16. Meetings

The details of the number of Board and other Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

17. Declaration by independent directors

Your Company has received declarations from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

18. Committees of the Board

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Details of all the 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.

19. Auditors:

A. Statutory Auditors

At the Annual General Meeting held on September 23, 2019, O.P.Tulsyan & co , Chartered Accountants (Registration No. FRN 500028N), were appointed as statutory auditors of the Company to hold of ce till the conclusion of the Annual General Meeting to be held in the calendar year 2019. In this regard, the Company has received a Certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

B. Secretarial Auditor

Ms. K E & Company, Practicing Company Secretary, Patna, was appointed to conduct the secretarial audit of the Company for the financial year 2019-20, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2018-19 forms part of the Annual Report as "Annexure A" to the Boards report.

C. Cost Auditor

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby con rms that the provisions of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2019-20.

20. Auditors’ Report

The observations made by the Auditors are self explanatory and have also been explained in the notes forming part of the accounts, wherever required.

21. Internal Audit and Controls

Your Company has appointed M/s R. P. Sachan & Associates as its Internal Auditor of the Company. 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 ef ciency, 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 ef ciency in operations.

22. Related Party Transactions

During the financial year 2018-19, there were no transactions with related parties which qualify as material transactions under the Listing Agreement and that the provisions of section 188 of the Companies act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there were not material related party transactions during the year under review with the Promoters, Directors of Key Managerial Personnel.

23. Corporate Social Responsibility

The Board of Directors of your company hereby con rms that the provisions of section 135(1) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to our company for the financial year 2018-2019.

24. Loans, Guarantees and Investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

25. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as under-

(A) Conservation of Energy:

The production and manufacturing activities are not carried on by the Company and due to that no usage of energy. Hence, no steps are taken by the Company for conservation of energy.

(B) Technology Absorption:

The company has not imported any technology during the year and as such there is nothing to report.

(C) Foreign Exchange Earnings and Outgo:

(Rs. In Lakhs)

31.03.2018 31.03.2019
Foreign Exchange Earnings NIL NIL
Foreign Exchange Outgoings NIL NIL

26. Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as "Annexure B" to the Boards report.

27. Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

28. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace.

Company has not received any complaint on sexual harassment during the financial year 2018-19.

29. Particulars of Employees

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as "Annexure C".

30. Details on internal financial controls related to financial statements

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India.

31. Significant/Material orders passed by the regulators

There are no Significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

32. General

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

33. Appreciation

Your Directors wish to place on record their appreciation towards all associates including Customers, Collaborators, Government Agencies, Financial Institutions, Bankers, Suppliers, Shareholders, Employees and other who have reposed their con dence in the company during the period under review.

Place: Patna By order of the Board of Directors
Date: 28th May, 2019 Sd/-
Yashovardhan Sinha
Chairman & Managing Director
DIN: 01636599