To
The Members of
The Aditya Consumer Marketing Limited
Your Directors arc pleased to present the 21* Annual Report and the Audited Statement
of Accounts for the year ended 31* March, 2023. The Financial results are shown as below.
1 Financial Results
(Rs.inCrore)
| Particulars |
31.03.2023 |
31.03.2022 |
| Income from Sales (Gross) |
107.60 |
97.07 |
| Less: Taxes |
10.74 |
09.61 |
| Income from Sales (Net) |
96.86 |
87.46 |
| Other Income |
00.84 |
00.15 |
| Total Income |
97.70 |
87.61 |
| Less: Expenditure |
93.09 |
84.61 |
| Proflt/fLoss) before interest depreciation and tax |
04.61 |
03.00 |
| Less: Depreciation |
02.27 |
01.94 |
| interest |
00.77 |
00.87 |
| Provisions for Taxation |
00.35 |
00.05 |
| Exceptional Items |
- |
- |
| Proflt/fLoss) before extraordinary item |
01.22 |
0.14 |
| Proflt/fLoss) alter Taxes |
01.22 |
0.14 |
| Proflt/fLoss) available for appropriation |
01.22 |
0.14 |
| Profit and Loss Appropriation Account |
- |
- |
| Balance carried to Balance sheet |
01.22 |
0.14 |
2 Overview of Company's Financial Performance
Your Company is in the business of multi-location Retail Super Market, Beauty and Hair
Salon, Food & Beverages (Restaurants and Take-Away) and Banquet. In this financial
year your Company has earned gross revenue of Rs. 107.60 Crore against the sale of Rs.
97.07 Crorein the previous year and net revenue of Rs. 96.86 Crore against the sale of Rs.
87.46 in the previous year, registering a growth of 10.75% YOY.
Segmental Performance: - EBITDA registered a growth by 53.16% in comparison to previous
year and in absolute terms we can say that EBITDA increased to Rs. 4.61 Crore from Rs.
3.01 Crore in previous financial year.
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 24.57% to 5.92% of total
sales. Similarly, sate of Food & Beverages grew by 26.18% of 24.48% of total sales
& Retail have also seen an increase in sales by 5.23%.
2, Dividend
Your Directors regret their inability to recommend any dividend for the financial
period under review because of inadequacy of profit and in view of the conservation of
resources for proposed expansion of its business operations.
4. Share Capital
The issued, subscribed and paid-up equity share capital of the company as on 31* March,
2023 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 7<h outlet of
YO! China Restaurant at Patna.
Our planning of expansion is still going on and after our openings at Darbhanga and
Muzaffarpur, we will move to other districts of Bihar also with our new projects of
expansion.
8 Material changes and commitment affecting the financial position oLthe company
occurred between the end of the financial year to which these 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 2022*23 and the date of
this Report.
2) 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, 2023, the
applicable accounting standards read with requirements set out under Schedule 111 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, 2023 and of the profit/loss of the
Company for the year ended on that date;
c) The Directors have taken proper and sufficient 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, loint Ventures and Associate Companies
Your Company does not have any Subsidiaries, joint Ventures and Associate Companies.
11. Deposits
During the financial year 2022-23, your Company has not accepted any fixed 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 kev managerial personnel Appointments:
The Board of Directors at its meeting held on 01* July, 2022. appointed Mr. Nusrat
Sayed Hassan (DIN: 01885538)as an Additional Director designated as a Non-Executive
Independent Director on the Board of Directors of the Company w.e.f. 01" July, 2022
and was regularized in ACM held on 30* September, 2022.
Resignation:
Mr. Ravi Prakash Chamrlaand Mr. Anant Upadhyay, Non-Executive Independent Director of
the Company has resigned from the Company w.e.f. 01* June, 2022 and 20th June,
2022 respectively.
KME Pursuant to the provisions of section 203 of the Companies Act 2013, the Key
Managerial Personnel (KMPs) of the Company are Mr. Yashovardhan Sinha (Chairman &
Managing Director), Mrs. Sunita Sinha (Whole-Time Director), Mr. Anil Kumar Singh (Chief
Financial Officer) and Mr. Hridaya Narayan Tiwari (Company Secretary).
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 are 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 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.
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 bv 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, arc provided in the "Report on Corporate Governance", a part of
this Annual Report
19. Auditors:
A. Statutory Auditor
At the Annual General Meeting held on September 23, 2021, Nirmal & Associates.
Chartered Accountants (Registration No. FRN 002523C), was appointed as statutory auditors
of the Company to hold office until the conclusion of the 24,h Annual General
Meeting 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. Deepak Dhir & Associates, Practicing Company Secretary at Delhi, was appointed
to conduct the secretarial audit of the Company for the financial year 2022-23, as
required under Section 204 of the Companies Act, 2013 and Rules thereunder. The
secretarial audit report for FY 2022-23 forms part of the Annual Report as "Annexure
A" to the Board's 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 confirms that the provisions of this section is not
applicable, hence your company needs not required to appoint cost auditor for the
financial year 2022-23.
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 Amit Kumar Agrawal & 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 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.
22. Related Party Transactions
During the financial year 2022-23 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 confirms 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
2022-2023.
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.
25u 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
fCl Foreign Exchange Earnings and Outgo:
P In lakhs)
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
Board's report and the Annual Return of the Company in Form MGT-7 has been placed on the
website of the Company www.aditvaconsumer.com.
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 fPreventlon.
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 thereunder for prevention and redressal
of complaints of sexual harassment at workplace. Company has not received any complaint on
sexual harassment during the financial year 2022-23.
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) Rutes, 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 bv 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. Details of Application made or proceeding pending under Insolvency and Bankruptcy
Code 2016.
During the year under review, there were no application made or proceeding pending in
the name of the Company under the Insolvency and Bankruptcy Code,2016.
33. 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 taken from
Banks and Financial Institution.
34. 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 ES0P scheme for its employees/Directors.
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 confidence in the
company during the period under review. The Director regrets the loss of life due to
COVID-19 pandemic and are deeply grateful and have immense respect for every person who
risked their life and safety to fight this pandemic.
The Board also appreciates and value the contribution made by all executives, officers
and staff of the Company.
| Place: Patna |
By order of the Board of Directors |
| Date: 21.07.2023 |
Yashovardhan Sinha |
|
Chairman & Managing Director DIN: 01636599 |
|