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EQUITY - MARKET SCREENER

AAR Commercial Company Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
539632
INE184K01013
169.7129019
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
0
6.03
EPS(TTM)
Face Value()
Div & Yield %
0
10
0
 

As on: Apr 18, 2024 04:21 PM

To The Members,

Your Directors have pleasure in submitting the 39th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2021.

FINANCIAL RESULTS

The summarized financial performance of the Company for the year under review as compared with previous year's figures are given hereunder: ( Rs in lacs)

PARTICULARS F.Y. 2020-21 F.Y. 2019-20
Net Sales / Income from Business Operations -- --
Other Income 1.49 2.68
Total Income 1.49 2.68
Total Expenditure 20.43 26.00
Profit/(Loss) Before Tax (18.93) (23.32)
Less:Tax Expenses - -
Profit/(Loss) After Tax (18.93) (23.32)
Basic & Diluted Earnings per Equity Share (0.19) (0.23)

OPERATIONAL REVIEW

Gross revenues for this financial year stood at Rs1,49,219.00 as against Rs 2,67,831.00 in the previous year. After providing for depreciation and taxation the net loss of the Company for the year under review was placed at Rs 18,93,301.00 as compared to the net profit of Rs23,32,024.00 incurred during the previous year.

FINANCIAL ACCOUNTING AND ADAOPTION OF IND-AS

The Financial Statements for the FY 2020-21 are prepared under Ind-AS. Pursuant to Section 129(3) of the Companies Act, 2013, the Financial Statements of the Company are prepared in accordance with the Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and Indian Accounting Standard on Financial Statements is provided in the Annual Report.

DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profits incurred by the Company.

The provisions of Section 125(2) of the Companies Act, 2013 relating to transfer of Unclaimed Dividend to Investor Education and Protection Fund do not apply as there was no dividend declared and paid by the Company.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.Therefore, it is not required to furnish information in respect of outstanding deposits under non- banking, non-financial Companies (Reserve Bank) Directions,1966 and Companies (Accounts) Rules, 2014.

DEBENTURES

During the financial year under review, the Company has not issued or allotted any Debentures and does not have any outstanding Debentures

SHARE CAPITAL

The paid-up equity capital as on March 31, 2021 was Rs100,140,000. No Bonus Shares were issued neither company bought back any of its securities during the year under review. The company has not issued any shares with differential voting rights nor granted stock options nor sweat equity shares. As on March 31, 2021, none of the Directors of the Company hold instruments convertible into equity shares of the Company. The Company has paid Listing Fees for the financial year 2021-22 to each of the Stock Exchanges, where its equity shares are listed.

EXTRACTS 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 in prescribed Form – MGT 9 is furnished in Annexure– A and is attached to this Report.

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.

However, the Board has adopted this Policy in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Regulations) to ensure that all Related Party Transactions shall be subject to this policy and approval or rati_cation in accordance with Applicable Law. This Policy contains the policies and procedures governing the review, determination of materiality, approval and reporting of such Related Party Transactions. The Policy on Related Party Transactions is uploaded in the Company's website www.aarccl.in under the link https://www.aarccl.in/investors-corner/policies/

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Management and Business Risk Evaluation is an ongoing process within the Organization. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. At present the Company has not identified any element of risk which may threaten the business or existence of the Company.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Conduct for Board of Directors & Senior Management Personnel". The Code has been posted on the Company's website www.aarccl.in under the link https://www.aarccl.in/investors-corner/policies/ The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or outflow during the year under review.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

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 statement relates on the date of this report.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Sweat Equity Shares or Equity Shares with Di_erential Rights during the financial year.

INTERNAL COMPLAINT REGARDING SEXUAL HARRASSMENT

There were no cases of sexual harassment of woman at work place. Also, there are no instances of child labour/ forced labour/ involuntary labour and discriminatory employment during the year.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its Responsibility Statement:-a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no 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; e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating efficiently.

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company held Seven (7) Board Meetings during the financial year under review. Detailed information is given in the Corporate Governance Report.

BOARD COMMITTEES

Details of Audit Committee, Nomination & Remuneration Committee and Stakeholders' Relationship Committee have been disclosed under Corporate Governance Report.

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

The same is not applicable as the Audit Committee's recommendations were accepted and implemented by the Board.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.The Code has been posted on the Company's website www.aarccl.in under the link https://www.aarccl.in/investors-corner/policies/ All Board of Directors and the designated employees have confirmed compliance with the Code.

FAMILIARISATION PROGRAMME

Your Company follows a structured familiarization programme through various reports/codes/internal policies for all the Directors with a view to update them on the Company's policies and procedures on a regular basis.

Periodic presentations are made at the Board Meetings on business and performance, long term strategy, initiatives and risks involved. The details of familiarisation programme have been posted in the website of the Company www.aarccl.in under the link https:// www.aarccl.in/investors-corner/policies/

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board comprises of four Directors of which two are Independent. Pursuant to provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company Mrs. Uma Sharma (DIN: 06862354) will retire by rotation at the ensuing AGM of the Company and being eligible, offers herself for re-appointment.

In terms of the provisions of Section 149, 152 of the Companies Act, 2013 which came into effect from 1st April, 2014, Schedule IV and other applicable provisions, if any, read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of the Company and are not liable to retire by rotation. All Independent Directors of the Company have submitted a declaration that each of them meets the criteria of Independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Director during the year. The following are the Key Managerial Personnel of the Company:

SL. No. NAME DIN/PAN DESIGNATION
1. Anupam Khetan 07003797 Whole-time Director
2. Avijit Das AHXPD4883E Chief Financial Officer (CFO)
3. Arvind Kumar Modi AUHPM5239Q Company Secretary (CS)

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013 and a certificate dated 16th April, 2021 received from Company Secretary in Practice certifying that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of the Company by SEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

PARTICULARS OF MANAGERIAL REMUNERATION

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

I. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

DIRECTORS RATIO TO MEDIAN REMUNERATION
Mr. Anupam Khetan 0.81:1
Mrs. Uma Sharma N.A. *
Mr. Udit Agarwal N.A. *
Mrs. Nishi Agrawal N.A. *
Mr. Arvind Kumar Modi 1.19:1
Mr. Avijit Das 0.99:1

* Except sitting fees no remuneration is paid to the Non-Executive Independent Directors.

II. Percentage increase in remuneration of directors, chief financial officer, company secretary, if any, in the financial year

NAME DESIGNATION % INCREASE
Anupam Khetan Whole-time Director 0.00
Mrs. Uma Sharma Non-Executive Director N.A. *
Mr. Udit Agarwal Non-Executive Independent Director N.A. *
Mrs. Nishi Agrawal Non-Executive Independent Director N.A. *
Mr. Avijit Das Chief Financial Officer 0.00
Mr. Arvind Kumar Modi Company Secretary 0.00

III. Percentage increase in the median remuneration of employees in the financial year: Nil IV. Number of permanent employees on the rolls of Company: 4

V. 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:

There has been no increase in salary of Managerial and Non managerial Personnel of the Company during the FY 2020-21.

VI. The key parameters for any variable component of remuneration availed by the directors: N.A. VII. Afirmation that the remuneration is as per the remuneration policy of the company:

The Company afirms remuneration is as per the remuneration policy of the Company.

VIII. There is no employee whose remuneration exceeds the limits prescribed 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.

REMUNERATION OF DIRECTORS

The details regarding remuneration to Directors are shown separately in MGT-9 attached as Annexure - A which forms part of the Directors Report.

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.

DISCLOSURE OF COMPOSITION VIGIL MECHANISM POLICY

The Company has established a vigil mechanism and oversees 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 policy on vigil mechanism is attached with this report as Annexure - C and is also available on the website of the company i.e. www.aarccl.inunder the link https://www.aarccl.in/investors-corner/policies/

DETAILS OF COMPOSITION OF COMMITTEES (i) Audit Committee

The Audit Committee of the Company as on the date of this report is constituted of following Directors:

Names Designation Category
Mrs. Nishi Agrawal Chairperson Independent
Mrs. Uma Sharma Member Non-Executive
Mr. Udit Agarwal Chairperson Independent

(ii) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company as on the date of this report is constituted of following Directors:

Names Designation Category
Mr. Udit Agarwal Chairperson Independent
Mrs. Nishi Agrawal Member Independent
Mrs. Uma Sharma Member Non-Executive

(iii) Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company as on the date of this report is constituted of following Directors:

Names Designation Category
Mr. Udit Agarwal Chairperson Independent
Mrs. Nishi Agrawal Member Independent
Mrs. Uma Sharma Member Non-Executive

BOARD EVALUATION

During the financial year, formal annual evaluation of the Board, its committees and individual Directors was carried out pursuant to the Board Performance Evaluation Policy of the Company.

The criteria for the performance evaluation of the Board of Directors includes aspects such as its composition and structure, and the effectiveness of its processes, information flow and functioning. The criteria for the performance evaluation of individual Directors includes aspects, such as the Director's contribution to the Board of Directors and Committee meetings, including preparation on the issues to be discussed as well as meaningful and constructive contribution and inputs during meetings. In addition, the Chairperson is evaluated on the key aspects of his role.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. Seperate meetings of the Independent Directors was held on 31st March, 2021.

AMALGAMATION OF COMPANIES

At their meeting held on January 18, 2020, Board of Directors of the Company has approved the Scheme of Amalgamation and Slump Sale providing for the Amalgamation of Gallantt Ispat Limited (Transferor Company No. 1 or GIL), AAR Commercial Company Limited (Transferor Company No. 2 or AAR), Hipoline Commerce Private Limited (Transferor Company No. 3 or HIPOLINE), Lexi Exports Private Limited (Transferor Company No. 4 or LEXI) and Richie Credit and Finance Private Limited (Transferor Company No. 5 or RICHIE) (together referred to as the "Transferor Companies") with Gallantt Metal Limited ("Transferee Company" or "GML") and for the Slump Sale of 18 MW Power Plant Undertakings of Gallantt Ispat Limited to theTransferee Company and their respective shareholders and Creditors (‘'Scheme") under Section 230 to 232 and other applicable provisions of the Companies Act, 2013.

In accordance with the Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "LODR") Company has filed the draft Scheme of Amalgamation and Slump Sale with the BSE Limited (formerly Bombay Stock Exchange Limited) and the National Stock Exchange of India Limited (hereinafter together referred to as the "Stock Exchanges") for obtaining an ‘observation letter' or a 'no-objection letter', before filing such scheme. Further, Transferor Company No. 1, Transferor Company No. 2 and Transferee Company have also filed this application with the Stock Exchanges under Regulation 37 of LODR.

Brief details of the Scheme are as under:

1. GIL, AAR, HIPOLINE, LEXI and RICHIE all are TRANSFEROR COMPANIES and GML is TRANSFEREE COMPANY.

2. The Transferee Company is a listed Company. GILand AAR are also Listed Companies.

3. Upon the Scheme becoming effective in lieu of the amalgamation no consideration will be due to the Transferor Companies and in consideration of the amalgamation of the Transferor Companies withthe Transferee Company pursuant to the Scheme including the consequential extinguishment of the shareholding in Transferor Companies, the Transferee Company shall without further application, issue and allot as given below equity shares in the Transferee Company to the equity shareholders of the Transferor Companies whose names appear in the Register of Members of the Transferor Companies on the Record Date:

13 (Thirteen) equity shares of the nominalvalue of Rs10/- fully paid up in the Transferee Company for every 14 (Fourteen) equity sharesof Rs 1/- each fully paid up held by such member in GIL.

5 (Five) equity shares of the nominal value of Rs10/- fully paid up in the Transferee Company for every 1 (One) equity share of Rs 10/- each fully paid up held by such member in AAR.

9 (Nine) equity shares of the nominal value of Rs10/- fully paid up in the Transferee Company for every 2 (Two) equity shares of Rs 10/- each fully paid up held by such member in HIPOLINE.

84 (Eighty-Four) equity shares of the nominal value of Rs10/- fully paid up in the Transferee Company for every 1 (One) equity share of Rs 10/- each fully paid up held by such member in LEXI.

101 (One Hundred One) equity shares of thenominal value of Rs10/- fully paid up in the Transferee Company for every 2 (Two) equity shares of Rs10/- each fully paid up held by such member in RICHIE.

4. Transferor Companies GIL and AAR and Transferee Company GML are under the Jurisdiction of the Registrar of Companies, Delhi and Haryana and Transferor Companies, HIPOLINE, LEXI and RICHIE are under the jurisdiction of the Registrar of Companies, West Bengal.

5. Pursuant to the Scheme 18 MW Power Plant Undertakings of GIL will be sold and transferred to the Transferee Company through Slump Sale at a consideration of Rs35 Crores payable in cash.

6. "Appointed Date of Slump Sale" means the open of business hours on 1st April 2019.

7. "Appointed Date" means the open of business hours on 1st April 2019 after the completion of the slump sale.

Company has appointed BSE Limited as designated Stock Exchange for co-ordinating with the SEBI inrespect of the said Scheme and matters connectedtherewith.

Company has appointed BSE Limited as designated Stock Exchange for coordinating with the SEBI in respect of the said Scheme and matters connected therewith.

Vide its letters dated November 12, 2020 and November 23, 2020, BSE Limited and National Stock Exchange of India Limited respectively have issued Observation letters (hereinafter referred to as the "Observation Letters"). Post getting the observation Letters as above, Companies filed application with the Honorable National Company Law Tribunal, Principal Bench, New Delhi (hereinafter referred to as the "NCLT Delhi") together with other petitioner Companies viz., AAR and GIL for directions to hold meetings of the Shareholders and Creditors of the Companies. Further, the Petitioner Companies Hipoline, LEXI and Richie, falling under the jurisdiction of Honorable Company Law Tribunal, Kolkata Bench (hereinafter referred to as the "NCLT Kolkata"), have filed application along with necessary enclosures for dispensation of the meeting of Shareholders and Creditors. Pursuant to the application filed as above, NCLT Kolkata, vide its order dated January 19, 2021 has dispensed the meetings of shareholders and creditors. Further, NCLT Delhi, vide its order dated February 26, 2021, has directed to convene and hold meetings of shareholders and creditors of GML, GIL and AAR ON April 08, 2021. Mr. Somnath Gangopadhyay was appointed as Chairperson and Ms. Aisha Amin as Alternate Chairperson. Further, Mr. Tanmay Kumar Saha was appointed as the Scrutinizer of the meetings.

In accordance with the NCLT Delhi Order and provisions of (i) Section 230(4) read with Section 108 of the Act and read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended; (ii) Rule 6(3) (xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (iii) Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("Listing Regulations"); and (iv) Secretarial Standards-2 on General Meetings issued by Institute of Company Secretaries of India, as applicable, the Company has engaged the services of National Securities Depository Limited ("NSDL") for the purpose of providing facility of remote e-voting prior to the Meeting and e-voting during the Meeting, so as to enable the equity shareholders, to consider and if thought fit, approve the Scheme by way of requisite majority. Accordingly, voting by equity shareholders, secured creditors and unsecured creditors of the Company were carried out through (a) remote e-voting prior to the Meeting, and (b) e-voting during the Meeting. Remote e-voting prior to the Meeting was opened during the period commencing from 9.00 a.m. (IST) on Monday, April 05, 2021 and ending at 5.00 p.m. (IST) on Wednesday, April 07, 2021, arranged by NSDL. The members (including public shareholders), secured creditors and unsecured creditors passed the resolution for approval of the Scheme with the requisite majority. After approval of the resolution by the shareholders, secured and unsecured creditors, the Companies complied with the requisite formalities and filed petition with the NCLT Delhi for their approval and order of the Scheme. Similarly, Other Petitioner Companies viz., Hipoline, Lexi and Richie have also filed petition with the NCLT Kolkata Bench for approval of the Scheme by the NCLT Kolkata Bench.

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013 and Rules made thereunder, M/s R.K. Tapadia & Co., Chartered Accountants (ICAI Firm Registration No. 318166E) were appointed as Statutory Auditors at the 35th Annual General Meeting held on September 22, 2017 to hold office until the conclusion of the 40th Annual General Meeting, subject to rati_cation by shareholders at each Annual General Meeting.

SECRETARIAL AUDIT REPORT

Mr. Anurag Fatehpuria, Practicing Company Secretary, having office at 23/1, Sita Nath Bose Lane, Salkia, Howrah – 711 101 has been

(Contd.)

appointed as Secretarial Auditors of the Company for financial year ended 31st March, 2021. The Secretarial Audit Report received from the Secretarial Auditor is annexed to this report marked as Annexure – D and forms part of this report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

Certain observations made in the Secretarial Audit Report with regard to few lapses under the Companies Act, 2013 relating to maintenance of statutory registers were mainly due to ambiguity and uncertainty of the applicability. However, the company would ensure in future that all the provisions are complied to the fullest extent.

FRAUD REPORTING

There have been no frauds reported by the Auditors ofthe Company to the Audit Committee or the Board of Directors under subsection (12) of section 143 of the Companies Act, 2013 during the financial year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the Company.

LISTING OF SHARES

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited, Mumbai and Calcutta Stock Exchange Limited, Kolkata.

The Listing Fee has been paid to the Stock Exchanges for the FY 2021-22. The ISIN No. of the Company is INE184K01013.

TRANSFER OF SHARES COMPULSORILY IN DEMAT MODE

SEBI had vide Notification Nos. SEBI/LAD-NRO/GN/2018/24 dated 8th June 2018 and SEBI/LAD-NRO/GN/2018/49 dated 30th November 2018 read with BSE circular no. LIST/COMP/15/2018-19 dated 5th July 2018 and NSE circular no. NSE/CML/2018/26 dated 9th July 2018 directed that transfer of securities would be carried out in dematerialised form only with effect from 1st April 2019, except in case of transmission or transposition of securities. Securities of the listed companies can be transferred (except in case of transmission or transposition) only in the dematerialized form. In view of the above and to avail the benefits of dematerialisation, Members are requested to consider dematerialising shares held by them in physical form. In case any of the Shareholders have any queries or need any assistance in this regard, please contact;

AAR COMMERCIAL COMPANY LIMITED Registrar & Share Transfer Agent
Registered Office Address: Niche Technologies Pvt. Ltd.
I – 7, Jangpura Extension, 3A, Auckland Place,
New Delhi – 110014 7th Floor, Room No. 7A & 7B,
Tel: 011-41645392 Kolkata – 700017
Email-Id: investors.commercial@redi_mail.com Tel.: (033) 2280 6616/6617/6618,
Website: www.aarccl . in Fax: (033) 2280 6619
Email id: nichetechpl@nichetechpl.com
Corporate Office Address: Website: www.nichetechpl.com
1, Crooked Lane, Second Floor, Room No. 208,
Kolkata – 700069 (W.B.), Tel: 033-40078021

CORPORATE GOVERNANCE

The Company is committed to maintain transparency in its operations & hence it complies with the Corporate Governance requirements.

The Corporate Governance Report as per Schedule V(C) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and requisite Certificate of Compliance from Statutory Auditor regarding compliance of conditions of Corporate Governance are annexed and forms part of the Annual Report.

COVID 19 STEPS TAKEN BY THE COMPANY

Business operations of the Company was very much affected due to the massive outbreak of COVID-19 in the Financial Year 2020-21 and again due the spread of the second wave in the months of April and May, 2021.

The company has strictly followed all necessary precautions and guidelines prescribed by the Government particularly towards adhering to safety measures in respect of its employees. The Company adopted Work from Home Policy wherein staggered timings were being followed including rotational attendance approach whereby employees attended the work place either at alternate days or at alternate timings as may be decided by the respective department heads so as to minimize physical interactions for the essential staffs on duty either in the headquarters or other business offices/branch/ registered office/corporate office. Further, video conference facilities/telephonic or other computerized facilities were also provided for holding Board and Committees Meetings. Furthermore, all pre-cautionary items such as hand sanitizers, face masks, etc were provided to the employees attending office.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of the Company comprising of management perception, risks and concerns, internal control systems are annexed and forms part of the Annual Report and is annexed to the report as Annexure – E.

ACKNOWLEDGEMENTS

Your Directors would like to express their gratitude for the assistance and co-operation received from its bankers, financial institutions, Government Authorities, business associates, stakeholders and members during the year under review.

Your Directors also appreciate the dedicated and committed services rendered by the employees at all levels for the growth of the Company.

Your Directors also wish to place on record their deep sense of acknowledgement to the esteemed shareholders for their continued support and encouragement for the Company.

For and on Behalf of the Board of Directors
Anupam Khetan
Place: Gorakhpur Whole-time Director
Date:16th April, 2021 DIN: 07003797