BOARD'S REPORT To, THE MEMBERS, AAYUSH FOOD AND HERBS LIMITED 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. 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, implementand monitor the risk management plan for the Company and it is responsible for reviewing the riskmanagement 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: product development or import substitution: 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 C. Foreign Exchange Earning and outgo: (i) activities relating to exports; Initiative taken to increase exports, development of new markets for products and services; and export plans: Nil (ii) Total Foreign Exchange Earned: Nil (iii) Total Foreign Exchange Used: Nil INDUSTRIAL 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 inaccordance 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 w.e.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 w.e.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 w.e.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 w.e.f. 02.02.2015. • Further, Mr. Sanjeev Kumar (DIN 00947101) and Mr. Sanjay Kumar Sharma (DIN 02955139) have resigned from the post of Director w.e.f. 02.08.2014. Also, Mr. Devi Parsad (DIN 01963667) and Mr. Mahendra Pratap Singh (DIN 05318653) have resigned from the post of Director w.e.f. 30.03.2015. The Board places on record its deep appreciation for the services rendered by them during their association with the Company. MEETING OF BOARD OF DIRECTORS A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 15 (Fifteen) Board Meetings were convened and held on 29.05.2014, 25.07.2014, 04.08.2014, 10.08.2014,14.08.2014, 04.09.2014, 13.10.2014, 31.10.2014, 14.11.2014, 25.11.2014, 24.12.2014, 05.01.2015, 02.02.2015, 13.02.2015, and 30.03.2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. COMMITTEES OF THE BOARD: A. Audit Committee The Board of Directors has duly constituted Audit Committee as per the requirement of Companies Act, 2013. During the year Four Audit Committee Meetings were convened and held on 29.05.2014, 14.08.2014, 14.11.2014 and 13.02.2015. In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013, the Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. The Board has adopted all the recommendations of the Audit Committee. B. Nomination and Remuneration Committee The Board of Directors has duly constituted a Nomination & Remuneration Committee as per the requirement of Companies Act, 2013. During the year Five Meetings of the Nomination and Remuneration Committee were convened and held on 23.07.2014, 08.08.2014, 03.01.2015, 31.01.2015 and 11.02.2015. The Composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below: C. Stakeholder Relationship Committee The Board of Directors has duly constituted a Stakeholder Relationship Committee as per the requirement of Companies Act, 2013. One meeting of Stakeholder Relationship Committee was held during the year on 31.03.2015. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION The Policy of the Company on Director's Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178 of the Companies Act, 2013, adopted by the Board is appended as Annexure B to the Board Report. SELECTION CRITERIA OF BOARD MEMBERS The Nomination and Remuneration Committee works with the Board to determine the appropriate characteristics, skills and experience required for the Board as a whole and for individual member. Board members are expected to possess expertise, leadership skills required to manage and guide a high growth. The members are not related to any Independent Director. BOARD EVALUATION The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee. A separate meeting of the independent directors was convened, which reviewed the performance of the Board 'as a whole', the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by Aayush Food and Herbs Limited. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149'6' of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. MEETING OF INDEPENDENT DIRECTORS The Company's Independent Directors meet at least once in every financial year without the presence of Executives Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company's affair and put forth their views to the Chairman and Managing Director. One meeting of Independent Directors was held during the year. 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. SECRETARIAL AUDIT REPORT Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies 'Appointment and Remuneration of Managerial Personnel' Rules, 2014, the Company has appointed M/s Siddiqui & Associates, Company Secretary in whole Time Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure C". The Secretarial Audit report does not contain any qualification, reservation or adverse remark. 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. 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. 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 Director DIN 00124175 Ashish Mittal Managing Director DIN 02158722 Place: Delhi Date: 28.08.2015 |