To The Members, Aadhaar Ventures India Limited CIN: L67120GJ1995PLC024449
Your directors have pleasure in presenting their 29ths Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended March 31, 2024. The Management Discussion and Analysis is also included in this Report.
1. FINANCIAL RESULTS:
The highlights of the financial results of the Company for the financial year ended March 31, 2024 are as under:
(Rs. In Lacs)
Particulars
Year Ended
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR / STATE OF COMPANY'S AFFAIR:
During the year under review the total income was Rs. 18.01 Lacs as compared to Rs. 17.91 Lacs of the previous Year 2023-24. After making all necessary provisions for current year and after taking into account the current year net profit and total provisions for taxation, the surplus carried to Balance Sheet is Rs. 20874.80 Lacs. The Promoters, Board of Directors and entire management team are putting their stern effort to achieve targeted turnover in the segment of infrastructure projects.
3. CHANGE IN THE NATURE OF BUSINESS:
The Company is engaged in the Business of real estate and infrastructure.
4. CHANGE OF NAME:
During the year the company has not changed its name.
5. CHANGE OF REGISTERED OFFICE:
During the year, the Registered Office of the Company has been shifted from 10th Floor, Titaanium Business Hub, Surat- Khajod Road, Bhimrad, Surat - 395007 Gujarat, India to Office No. 316 & 317, Massimo Commercial Building, 3rd Floor, Althan Bhimrad Road, Bhimrad, Surat, Gujarat, 395017, India with effect from February 11, 2023.
6. FINANCE:
The Company has not borrowed loan from any Bank during the year under review.
7. SHARE CAPITAL:
The paid-up Equity Share Capital as on March 31, 2024 was Rs. 1,57,09,69,000.
A) Allotment of equity shares pursuant to conversion of convertible warrants:
During the year under review, the Company has not issued any equity/warrant during the year.
B) Issue of equity shares with differential rights:
During the year under review, the Company has not issued any shares with differential voting rights.
C) Issue of sweat equity shares:
During the year under review, the Company has not issued any sweat equity shares.
D) Issue of employee stock options:
During the year under review, the Company has not issued any employee stock options.
E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:
The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.
8. DIVIDEND:
The Board of Director of the company has not recommended dividend for the financial year 2023-24.
9. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company has no subsidiaries, Associates and Joint Venture Companies. 10. DIRECTORS: a) Directors and Key Managerial Personnel:
The following are the Director of the Company.
b) Appointment/Re-appointment:
? Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act, 2013, Mr. Jils Raichand Madan (DIN: 02810555), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and he is being eligible offers himself for re-appointment.
c) Changes in Directors and Key Managerial Personnel:
During the year under review,
@
d) Declaration by an Independent Director(s) and reappointment, if any:
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the
Company as hosted on the Company's Website i.e., www.aadhaarltd.com
e) Committees of the Board:
During the year, the details of the composition of the Committees of the Board of Directors are as under:
i) Nomination and Remuneration Committee:
Sr. No. DIN
Name of the Committee Members
Designation
Position in Committee
1 07847440
Sanjay Atmaram Devlekar
Non-Executive - Independent Director
Chairperson
2 02810560
Jyoti Munver
Member
3 05138990
Somabhai Sunderbhai Meena
The Nomination and Remuneration Committee has been reconstituted vide Board Meeting dated July 15, 2024
ii) Audit Committee:
Sr. No.
1
2
3
Veenu Devidas Chougule
The Audit Committee has been reconstituted vide Board Meeting dated July 15, 2024
iii) Stakeholders Relationship Committee
11. ANNUAL RETURN:
Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual Return of the Company for the Financial Year ended on 31st March, 2024 in Form MGT-7 is uploaded on website of the Company and can be accessed at www.aadhaarltd.com
12. INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")
A detailed disclosure with regard to the IEPF related activities undertaken by your Company during the year under review forms part of the Report on Corporate Governance.
13. NUMBER OF MEETINGS OF THE BOARD:
During the year the Board of Directors met Seven times (07). The details of the board meetings are provided ins Corporate Governance Report.
29/05/2023 11/08/2023 05/09/2023 07/11/2023 08/02/2024 01/03/2024 04/03/2024
14. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors made the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:
a. That in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. That such accounting policies have been selected and applied consistently and judgment 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, 2024 and of the profit of the Company for the year ended on that date; c. 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; d. That the annual financial statements have been prepared on a going concern basis. e. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f. That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
15. DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended March 31, 2024. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended March 31, 2024.
16. BOARD'S COMMENT ON THE AUDITORS' REPORT:
There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports. Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.
17. AUDITORS:
A. Statutory Auditors:
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, M/s. Rishi Sekhri & Associates, Chartered Accountants, Mumbai, were appointed as the statutory auditor of the company in annual General Meeting held in the year 2023 and shall hold office up to the conclusion of Annual General Meeting held in the year 2028.
B. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Chirag Jain, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith and forms part of the Annual Report. The Secretarial Audit Report is annexed herewith as "Annexure -A".
Reply for qualification Remark in Secretarial Audit Report:
I. The Company has not published notice of meeting of the board of directors where financial results shall be discussed and financial results, as required under Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Even though the Company has not published any notice/results in the newspapers, the same has been uploaded with BSE Limited within prescribed time and available for verification in public domain and hence logic of the law has been complied with. The Company has taken serious note of the same and is committed to comply with the Regulations in the coming year.
II. The company has not appointed Company secretary and compliance officer till the quarter ended on 30th December, 2024. However, the Company has appointed Ms. Surbhi Kothari Company secretary and compliance officer 01.03.2024).
The Company was in search of good candidate of qualified Company Secretary and The Company has taken serious note of the same and committed to comply with the Regulations in the coming year. On 08.08.2023, the Company finalized the candidate and appointed Ms. Prachi Jain as a Company Secretary and compliance officer.
III. The Company has not paid Annual Listing Fees for the F.Y. 2023-24.
The Company is going through financial crisis and committed to comply with the provisions relating to payment of listing fees in the coming year.
IV. The Company has not paid various penalties imposed under various regulation by BSE
Limited.
Due to lack of expert advise and knowledge, certain compliances have been filed with delay due to which BSE has imposed fine for such delay. The Company has filed waiver application for waiver of penalty with BSE. The Company has taken serious note of the same and committed to comply with the Regulations within prescribed time, in the coming year
V. No Action has been taken by the company related to previous penalty and prosecution notice issued by various entity either by SEBI or by Stock Exchange, Management will responsible for True and Correctness of compliances and all matters, I am providing our
Opinion on "as is where is Basis; subject to such information provided by management and its representative. We are unable to give our view on verification and examination of physically maintained proper book of records and other related, Documents and evidences of various meetings and attendance and other matters.
The Company is in process of taking legal opinion for further action in the matter and to comply with the Regulations within prescribed time, in the coming year.
VI. The company has not filed form DIR-12 for the director Veenu Devidas Chougule and
Sanjay Atmaram Develkar upon MCA Portal.
Due to pendency of filing of INC-22A, it could not be filed. However, the Company has taken serious note of this non-compliance and committed to comply with the same in coming year.
VII. The website of the company is not updated in accordance with the regulation 46 of SEBI
(Listing Obligation and Disclosure Requirement) Regulations, 2015.
The company was in financial crisis due to which it couldn't maintain a website.
However, the company now is in the process of regularizing and updating the website. The Company has taken serious note of this non-compliance and is committed to comply with the same in coming year.
VIII. During the year, as the Company was found to be engaged in fraudulent scheme of fund raising, violating Regulation 77(1) Of Chapter VII of SEBI (ICDR) Regulations, 2009, and was engaged in fraudulent scheme of fund-raising violating sections 12A(A) TO 12A(C) of SEBI Act, 1992 read with regulations 3(a) to (d) and 4(1) of SEBI (PFUTP) Regulations, 2003. SEBI imposed penalty of Rs.6,00,000 against which the Company has preferred to make appeal at the appropriate higher judiciary body.
IX. As the company did not make timely disclosure to stock exchanges on the events/information which had a bearing on the performance/operations of the company as well as price sensitive information violating clause 36 of erstwhile listing agreement read with section 21 of SCRA, 1956, the SEBI vide its notice dated 31/01/2024 directed the company to pay Rs.5,91,000 within fifteen days from receipt of this notice, against which the Company has preferred to file appeal at the appropriate higher judiciary body.
X. The company did not provide necessary information/documents to investigating authority, hence SEBI vide its notice dated 31/01/2024 directed the company to pay Rs.11,81,000.00 within fifteen days from receipt of this notice against which the Company has preferred to make appeal at the appropriate higher judiciary body.
XI. The Company did not make disclosure of price sensitive information to stock exchanges violating clauses 2.0, 2.1, 3.2 and 7.0(II) OF Schedule II code of corporate disclosure practices for prevention of insider trading read with Regulation 12(2) of SEBI (PIT) Regulations, 1992, hence SEBI vide its notice dated 31/01/2024 directed to pay Rs.5,91,000.00 within fifteen days from receipt of this notice against which the Company has preferred to make appeal at the appropriate higher judiciary body.
18. TRANSFER TO RESERVES:
Out of the profits available for appropriation, no amount has been transferred to the General Reserve.
19. DEPOSITS:
The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at March 31, 2024.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Details 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.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The company has not entered into any contracts or arrangements with related party during the year under review.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS:
There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its future operations.
23. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending (except the previous years which was already disclosed) under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts
24. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans from the Bank or Financial Institutions
25. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
26. SEPARATE MEETING OF INDEPENDENT DIRECTORS
As per Schedule IV of the Companies Act, 2013 read with Section 149 and Secretarial Standard 1 on Meetings of the Board of Directors, the Independent Directors of the Company hold at least one meeting in a year, without the attendance of Non-Independent Directors.
The Independent Directors Meeting was held on March 28, 2024. The Independent Directors, inter alia, discussed and reviewed performance of Non-Independent Directors, the Board as a whole, Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
In addition to formal meetings, frequent interactions outside the Board Meetings also take place between the Independent Directors and with the Chairperson, and rest of the Board.
27. CORPORATE SOCIAL RESPONSIBILITY:
In terms of the provisions of Section 135 of the Act and Rule 9 of the Companies (Accounts) Rules, 2014, the Company has not required to formulate and implement any Corporate Social Responsibility Initiatives as the said provisions are not applicable to the Company during the year under review.
28. BUSINESS RISK MANAGEMENT:
The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks &
Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.
29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self-certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.
31. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.
32. EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company's vision and strategy to deliver good performance.
33. NOMINATION & REMUNERATION POLICY OF THE COMPANY:
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and is also available on the
Company's website at www.aadhaarltd.com.
34. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION &
ANALYSIS REPORT:
The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors
Certificate on Compliance of mandatory requirements are given as an "Annexure B & C" respectively to this report.
Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.
As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the
Auditor's Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.
35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
During the year 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, is nil.
36. 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:
? During the year, as the Company was found to be engaged in fraudulent scheme of fund raising violating Regulation 77(1) Of Chapter VII Of Sebi (ICDR) Regulations, 2009, and was engaged in fraudulent scheme of fund raising violating sections 12A(A) TO 12A(C) of SEBI Act, 1992 read with regulations 3(a) to (d) and 4(1) of SEBI (PFUTP) Regulations, 2003 :
SEBI vide its notice dated 04/05/2023, directed to pay Rs. 6,25,000 within fifteen days from the receipt of the notice. Further, SEBI vide its order dated 18/08/2023 directed all the banks in India and/or NSDL/CDSL to 1. Attach all the accounts by whatever name called including lockers, demat accounts and mutual funds folios either singly or jointly with any person/s and all other amount/proceeds due or may become due or any money held or may subsequently hold for on account of the defaulters and 2. Not to debit any amount in the said account/s. however credits, if any, into the account may be allowed.
Furthermore, SEBI vide its notice dated 18/09/2023 allowed the appeal and directed all the banks in India/NSDL/CDSL to release all the bank accounts including lockers, demat accounts and mutual fund folios of the defaulters which were attached pursuant to the notice of attachment dated 18/08/2023.
Moreover, SEBI vide its notice dated 20/09/2023 directed all the banks and mutual funds in India to remit Rs.6,49,000.00 to the extent lying in the account of Notices to SEBI by way of EFT/NEFT/RTG.
Lastly, SEBI vide its notice dated 05/04/2024 allowed the appeal and directed all the banks in India/NSDL/CDSL to release all the bank accounts including lockers, demat accounts and mutual fund folios of the defaulters which were attached pursuant to the notice of attachment dated 18/08/2023
The abovementioned events may affect the financial position of the Company which have been occurred during the financial year ended 31st March, 2024.
? As the company did not make disclosure immediately to stock exchanges on the events/information which had a bearing on the performance/operations of the company as well as price sensitive information violating clause 36 of erstwhile listing agreement read with section 21 of SCRA, 1956, the SEBI vide its notice dated 31/01/2024 directed the company to pay Rs.11,81,000.00 within fifteen days from receipt of this notice.
? The company did not provide necessary information/documents to investigating authority, hence SEBI vide its notice dated 31/01/2024 directed the company to pay Rs.11,81,000.00 within fifteen days from receipt of this notice.
? The Company did not make disclosure of price sensitive information to stock exchanges violating clauses 2.0, 2.1, 3.2 and 7.0(II) OF Schedule II code of corporate disclosure practices for prevention of insider trading read with Regulation 12(2) of SEBI (PIT) Regulations, 1992, hence SEBI vide its notice dated 31/01/2024 directed to pay
Rs.5,91,000.00 within fifteen days from receipt of this notice.
37. PARTICULARS OF EMPLOYEES:
The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as "Annexure- D" to the
Board's report.
None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
38. OBLIGATION OF COMPANY UNDER 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 against sexual harassment 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 financial year 2023-24, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31, 2024.
39. SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards - 1, 2, 3 and 4 issued by the Institute of
Company secretaries of India relating to ‘Meetings of the Board of Directors' and General Meetings' and ‘Report of the Board of Directors' respectively, have been duly followed by the Company.
40. ACKNOWLEDGMENT:
Your Directors acknowledge thanks ton to the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.