RB Gupta Financials Ltd (ONF)(230915) · 2015-09-25 · AARCON FACILITIES LIMITED NOTICE NOTICE is...

AARCON FACILITIES LIMITED(Formerly Known As R. B. GUPTA FINANCIALS LIMITED)

22,, ANNUAL REPORT

2014-2015

AARGON FAGILITIES LIMITED

: BOARD OF DIRECTORS :

MR BHARAT R. GUPTA(Managing Directof

Mrs. ANUPAMA B. GUPTA(Executive Director)

MR. KAMAL BACHUBHAI PANDYA(N o n-Exe cutive I n d e pe n d e nt D i recto r)

MR. RAMESH N. CHAUHAN(Non-Executive I ndepe ndent Di rector)

MR. NARENDRA C. PATEL(N o n -Executive I n d e pe n d e nt D i recto r)

: BANKERS :

BANK OF INDIAINDUSIND BANK

INDIAN OVERSEAS BANK

:AUDITORS .

M/S AMIN PARIKH & COChartered Accountant

206-206, Ujjval Complex, Nr. Akota Stadium, VadodaraPh. No. . 0265-2350746, Email: [email protected]

: Registered Office :

441 , 402, Earth Complex, Opp. Vaccine Institute,Old Padra Road, Vadodara, Gujarat, 390015

Ph. No.0265-233 3677 I 233 6277, Email: [email protected]

Corporate ldentification Number (ClN) : 16591 OGJ1 993P1C01 9057

22nd Annual Report 2014-2015

AARCON FACILITIES LIMITED

NOTICE

NOTICE is hereby given that the 22nd Annual General Meeting of the members of AARCON FACILITIES

LIMITED will be held at 9.00 a.m. on Wednesday, 30th September, 20L5 at 401, 402, Earth Complex, Opp.

Vaccine Institute, O ld Pad ra Road, Vadoda ra, G uja rat, 390015 to tra nsact the following business:

ORDINARY BUSINESS:

1,. To receive consider and adopt the Balance Sheet as at 31st March 20L5 and Profit and Loss of the

CompanyfortheyearendedonthatdaytogetherwithDirectors'andAuditors'Reportsthereon.

2. To appoint a Director in place of Mr. Anupama Bharat Gupta (02221,605) who retires by rotation and

being eligible offers herself for re-appointment.

3. To re-appoint auditors and fix their remuneration.

Dated : 30th May,20L5

Regd. Office: By Order of the Board

401., 402, Ea rth Co m plex,

Opp. Vaccine I nstitute,

Old Padra Road, Bharat R. Gupta

Vadodara, Gujarat, 390015 Managing Director

DIN:00547897

22"0 Annual Reoort 2014-2015


NOTES:1) AMEMBER ENTITLEDTOATTENDANDVOTEATTHE MEETING IS ENTITLEDTOAPPOINTAPROXYTOATTENDAND

ONAPOLLONLYTOVOTE INSTEAD OF HIM. SUCH PROXYNEED NOTBEAMEMBEROFTHE COMPANY. PROXIES IN

ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE

MEETING.APROXY FORM IS SENT HEREWITH.

A person can act as proxy on behalf of members not exceeding 50 (fifty) and holding in the aggregate not more than 10 (ten)percent of the total share capital of the Company.

Proxy submitted on behalf of the companies, Societies etc. must be supported by an appropriate resolution/ authority as

applicable.

Members should notify change in the address, if any, specifying full address in block letters with pin code of the post office.

Members seeking further information on the accounts or any other matter contained in the notice are requested to write to theCompany at least 7 days before the meeting, so that relevant information can be kept ready at the meeting.

The register of members and share transfer book will remain closed from Wednesday, 23rd September,20l5 to Wednesday,30th September,2O15. [both days inclusive].

Members attending the meeting are requested to bring theircopyof theAnnual Report.

Pursuant io Section 72 of Ihe CompaniesAct, 2013, members who hold shares in the physical form can nominate a person inrespect of all the shares held by them singly or jointly. Members who hold shares in single name are advised, in their owninterest, to avail of the nomination facility byfiling required form.

7) The Securities and Exchange Board of India (SEBI) has mandated the submission of PermanentAccount Number (PAN) by

every participant in securities market. Members holding shares in physical form can submit their PAN details to theCompany/Registrar and Share TransferAgent.

8) Intermsof Section 152of theCompaniesAct,2Ql3, Mr.AupamaBharatGupta(02221605) Director,retirebyrotationatthemeeting and being eligible, offers herself forre-appointment.

9) Voting through electronic means: E-voting: Pursuant to the provisions of Section 'l 08 and other applicable provisions, if any, ofthe CompaniesAct, 2013 and the Companies (Management and Administration) Rules, 2014, as amended and Clause 35B ofthe Listing Agreement, the Company is pleased to provide E-voting facility through Central Depository Services (lndia) Limited(CDSL) as an alternative for all the members of the Company to enable them to cast their votes electronically. The instructionsfor E-voting are attached herewith.

10) The Board of Directors of the Company has appointed Dineshchandra Mangaldas Mehta of M/s. Dinesh Mehta & Co.,Company Secretary in Practice as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner and he has

communicated his willingness to be appointed and will be available for same purpose.

11 ) Voting rights shall be reckoned on the paid up value of shares registered in the name of the member (in case of electronicshareholding) as on the cut-off date i.e 23rd September, 20'1 5.

12) A person, whose name is recorded in the register of members by the depositories as on the cut-off date, i.e. 23rd September,2015 only shall be entitled to avail the facility of e-voting / Poll.

13) The e-voting facility will be available during the following period: Commencement of e-voting: From 9.00 a.m. (lST) on27thSeotember. 2015

End of e-voting: Up to 5.00 p.m. (lST) on 29th September, 2015.

The e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by (CDSL) upon

expi ry of aforesaid period.

14) The Scrutinizer, after scrutinizing the votes cast at the meeting on poll and through e-voting will, not later than three days ofconclusion of the meeting, make a consolidated scrutinizer's report and submit the same to the Chairman. The resultsdeclared along with the consolidated scrutinizer's report shall be placed on the website of the Company www.integraindia.comand the results shallsimultaneously be communicated to the Bombay Stock Exchange.

Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the meeting.

2)

3)

4)

5)

o,

222^o Annual Reporl 2014-2015

MRCON FACILITIES LIMITEI

The instructions for members for voting etectronicalty are as under:_(i) The e-voting period begins Fto,n!;t;.;. 1,rt; on 27th september,20L5 and end e-voting at s.oo p.m. (rsr) on 29thseptember' 20L5' ouiing tr'is petioJ rhareholders'

"r lrr!'i"rpany, hording ,t,*",

"iti,u,. in physicar form or rn

dematerialized fornvoting modure rr,,rr l"'Jillol:: il:3Tl;t"#;:'r#:j:ni23rd

september, zors,"mlv c.it t "i,.

vote erectronicary. rhe e-(ii) The sharehorders shourd rog on t"*," "-""iirc website www.evotingindia.com.(iii) Click on Shareholders.

(iv) Now Enteryour User lD

I For CDSL: 16 digits beneficiary lD,b. For NSDL: 8 Cha racter D p I D followed by g Digits Ctient lD,c' Members holding shares in Physical roim shluld enter Folio Number registered with the company.Next enter the lmage Verification ai display"O "n

j Cf ,.f, on Login.

i!,ffi.tr[llii,',."-1il?fiffit"1"J[;11il;;;; ffi www.evotingindia.com and voted on an earriervoting orany

(v)

(vi)

{vii) lf you are a first time userfollow the stepsei;;;;;_ -...._ "JL' 'v"uw 1iltr 5Lep5 gtven below:For Members t,otair*]f," *.Tl]]

PANrnystcat Form

,T::i fl,r^t:-osl:,''f n' - numerjc .PA

(Appticabte for both demat sharehotders as *"rrll ;;r,:.,fi"r"ff]J;. [\,4omho..,,,r.^L-..^--. r'u'L!rvrusr',

[1T::::yT i::: I 1l itdated t h e i r,;il.'i ;;; ;;.;;ffi os ito ry

::Jj:.j1ll:T:',u-oj"':uq to use the ,"0,"n." n,.i;;rilfiiliil J"Attendance Slip indicated in the pAN fieid.Enter the Date of Birth as recorded i"for the said demat account or fo lio in dd/mm/yyyy format.these details Annrnnri116r\, -ti^t. ^^

DOB

After enterIl] After ente ring th ese deta ils a pp ropriately, click on ,,S U BM lT,,ta b.(ii) Members holding shares in phvsicarform r'ir rh6h .r;.^^+r.. -^- -,\"'l 'v'Errrucrsrrorolngsnaresinphysicalformwill thendirectlyreachthecompanyserectionscreen.Howeve;membershordingshares in demat form will now reach 'Password creation' men, wherein they are ,"qrirJio mandatoriry enter their rogin

password in the new password field Kindly note that this passwoid1tt".9",.1r" ,rJl or",r.''" demat horders for voting forresolutions of any other company on *rtitrt tr,.v .ru

"rigiulJto uoi", prouia"a ,r,rt .o,.npiny opts for e-voting through cDSL

, i::*'.fr::il:'.'l* 'u'o"'nd'd ;;;;" 'h;,; ;";;p.,,*",i ",,,n

.ny otr,uip"i,;;;;; take utmost care to keep your(iii) For Members holding shares in physical form, the details can be used onry for e-voting on the resorutions contained in thisNotice.

(iv) clickontheEVsNforthererevant<companyName>onwhichyouchoosetovote.(v) on the voting page' yo u will see "R EsoLUT|oN DESCRrproN" . no .g, inrt the sa me the option ,,yES/No,,

for voting. select theoption YES or No as desired The option vei impri"i tr,.; ;; ;r;;i; the Resorution and oftion No impries that you dissentto the Resolution,

(vi) click on the "RESo.urloNs FILE LtNK" if you wish to viewthe entire Resolution details.(vii) After selecting the 'esolution you have o".iouo to vote on, click on "sUBMrr,,. A confirmation box wi, be displayed. rf you wishto confirm your vote' click on 'tor", .tr" to.irng" yoff uote, click on ,,cANCEL"

and accordingly modify yourvote.(viii)once you "CoN FIR fi4" you r vote on t| "

,.urotrtion, you wiil not be aloweo to modify your vote.(ix) Youcanalsotakeoutprintofthevotingdonuryyorbyclickingon"clickheretoprint,,optionontheVotingpage.(x) lf Demat account holder has forgotterithe same password then Enterthe User lD and the image verification code and click on

Forgot password & e{xi) Note ro rn,

". _,. 0,,,!1".1 *::JI:fi :::TtrJ:*:*",v,t".

- --'

' Non-lndividuar sharehorders (i.e. other than Individuars, HUF, runt etc.) and custodiarwwwevotingrndia.comandregisterthemselvesascorp*ri"r."'' rrnr erc', ano Lustodian are required to log on to' i";:.J,?'J""',"'fJr::rl[f,,j::;*"'o' Form bearing the stamp and sign or the entity shourd be emaireo to' l[:'J::ilil'."T i:flf;:i::fffi[!ilffiil;l#$ff,.fi:[*:'"r the admin rogin and password rhe compriance' l||.il;:i:;:lX:;f "'ld be mailed io r'"rpa",r,[email protected] and on approvar or the accounts they wourd be

- ilil::i,T:l;,:,'i,"#:f#?J;1;[i;3:,,i.T?:l;n?il1;?lfyJJ:?,;iilj:J;,j:,"0 in ravour ofthe cus,odian, irIn case you have any queries or issues regarding e-voting, you may referthe rrequenttynske-i Questions (,,FAQs,,) and e-votingman ual available at www evotingindia'cim, under help ie.tion o,. *rit" rn emairto [email protected]

3 22"0 Annual Report 2014_2t4s


BOARD'S REPORTDear Members, Your Directors hereby present the 22nd Annual Report together with the audited statement of account for theyearended on 31st March,2015.

1. FINANCIATRESULTS:

The financial Results forthe vear ended are as under:

Particular Year ended31.03.201s

Year ended31.03.20t4

Sales & Other Income 43.48 13.72

Profit before Depreciation L3.16 (6.36)

Less: Depreciation 1.2,67 o.20Prof t/Loss of the year 0.49 (6.s6)

Less: Provision for Taxation 0.10 0.00Provision for Deferred Tax 8.1,2 (2.06)

Profit/Loss After Tax (7.72) (4.s0)

2. DividendYour Board does not recommend any dividend for the financialVear 20L4-15.

3. ReservesYour Board does not propose to carry to any reserves for the fina ncial year 201.4-1.5.

4. Brief description of the Company's working during the year/State of Company's affairTotal turnover during the year 201,4-15 increased by Rs.33.01 lac (1.874.93 %) compare to previous year 2O1,3-1,4 and thereis loss of Rs.7 .T2lacduringthe yea r 2014-15 against loss of Rs.4.51 lac in previous year 2013-14.

5. Change in the nature ofbusiness, ifanyThe Company has commenced new business of managing theatres as mentioned in Clause lll (C) 103 in Memorandum ofAssociation during the financial year 2014-15.

6. Material changes and commitments, if any, affecting the financial position of the company which have occurredbetween the end of the financialyear of the company to which the financial statements relate and the date of the reportNo material changes occurred subsequent to the close of the financial year of the Company to which the balance sheetrelates and the date ofthe reoort.

7 . Details of significant a nd materia I orders passed by the regulators or courts or tribunals impacting the going concernstatus and company's operations in futureNo significant and material orders passed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future during the financial year and or subsequent to the close of the financial year of theCompanyto which the balance sheet relates and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to the Fina ncial Statements.The management of the Company has taken adequate steps for internal financial controls with reference to Financialstatements.

9. Details of SubsidiaryflointVentures/Associate CompaniesYou r Company has no Subsidiary/oint Ventures/Associate Companies during the yea r.

10. Performanceandfinancial positionofeachofthesubsidiaries,associatesandjointventurecompaniesincludedintheconsolidated fina ncial statementYour Compa ny has no Subsidiary/oint Ventures/Associate Companies during the yea r.

- 22no Annual Report 2014-2015I

4


11. DEPOSTTS

Your company has not accepted any deposit during the year and there was no deposit at the beginning of the year.Therefore the details relating to deposits, covered under chapter V of the Act is not applicable.

12. STATUTORYAUDITORS

M/s Amin Parikh & co', chartered Accountants, Auditors of the company is erigible for re-appointment at the ensuingannualgeneral meeting of the Company.

The compa ny has obtained a letter of consent and also a certificate under section 139 and 141 of the companies Act, 2013from the Auditors to the effect that, their re-appointment, if made would be within the limits prescribed in the said section.

13. AUDITORS'REPORT

The observations of the Auditors are explained, wherever necessary in an appropriate notes to the Audited statement ofAccou nts.

14. SHARECAPITAI.

During the year under review, the company has not issued any securities nor has granted any stock option or sweat eouitv.

15. EXTRACTOFTHE ANNUAL RETURNThe extract of the a n nual return in Form No. MGT- 9 form ing pa rt of the Board's report is attached herewith as (Annexure-E)

16' conservationofenergy,technologyabsorptionandforeignexchangeearningsandoutgoThe details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith(Annexure-A)

17. Corporate Social Responsibility (CSR)

As your company does not fall under the class of companies specified under section 135 of the companies Act, 2013 forspending any sum towards corporate social Responsibility as Net worth of the company is below Indian Rupees 500 croreor Turnover is below Indian Rupees 1000 crore or a Net Profit is below Indian Rupees 5 crore during the preceding financialyear ended on 31st March, 2014 and therefore the company has not spent a ny sum towards corporate social Responsibilityduring the fina ncialvear 20 j.4_15.

18. DirectorsA) Changes in Directors and Key ManagerialpersonnelThere is no appointment of Director or Key Managerial Personnel during the Financialyear.

B) Declaration by an Independent Director(s) and re_ appointment, if anyA declaration by Mr' Kamal Bachubhai Pandya, Mr. Ramesh N. chauhan and Mr. Narendra C. patel Independent Directorsthat they meet the criteria of independence as provided in sub-section (6) of section i.49 of the companies Act, 2013 havebeen given and the same have been displayed on Company,s website.

The Board of Directors declare that the Independent Directors Mr. Kamal Bachubhai pandya, Mr. Ramesh N. chauhan andMr. Narendra C. patel in the opinion of the Boaro are:a) persons of rntegrity and they possess rerevant expertise and experencejb) notapromoterof thecompanyoritshording,subsidiaryorassociarecompany;c) not related to promoters or directors of the company, or its holding, subsidiary or associate company;d) have/had no pecuniary relationship with the company, its holding or subsidiary or associare company or promoters ordirectors of the said companies during the two immediately preceding financial years or during the current financial

vcol

e) none of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary orassociate company or promoters or director of the said companies amounting to two percent or more of its grossturnover or total income or fifty lakh rupees whichever is lower during the two immediatety preceding financial yearsor during the current financialyear;

5 22"0 Annual Report 2014-2015


f) neitherthey or any of their relatives-i. hold or have held the position of a key managerial personnel or are or have been employees of the Company or its

holding, subsidiary, associate company in any of the three financial years immediately preceding the currentfinancialyear

ii. are or had been employee or proprietor or a partner in any of the three financialyears immediately preceding thecurrent financial year of

a) a firm of auditors or companysecretaries in practice or cost auditors of the company or its holding, subsidiary orassociate company or

b) any legal or consulting firm that has or had any transaction with the company, its holding, subsidiary or associatecompany amounting to ten percent or more of gross tu rnover of the said fi rm;

iii. holdstogetherwiththeirrelativestwopercentormoreof thetotalvotingpowerof thecompanyoriv. not a Chief Executive or director of any non-profit organization that receives twenty-five percent or more of its

receipts from the company, any of the promoters or directors of the companyor its holding, subsidiary or associate

company or that holds two percent or more of the tota I voting powers of the company;g) possess qualifications prescribed in Rule 5 of The Companies (Appointment and Qualification of Directors) Rules, 2014.

Details of director seeking re-appointment as per clause 49 of listing agreement with the Bombay stock exchange isattached herewith (Annexure- F)

C) FormalAnnualEvaluationThe Company has devised a policyfor performance evaluation of Independent Directors, Board, Committees and individualDirectors wh ich includes criteria for oerformance evaluation of executive directors and non-executive directors.

In evaluating the su itability of individ ual Board mem bers, the Com mittee may take intoaccount factors, such as:

i. General understanding of the Company's business;ii. Educational back ground and experience:iii. Personal and professional ethics, integrityand values;iv Willingness to devote sufficient time and e nergy in ca rrying out their d uties a nd responsibilities effectively.

19. Number of meetings of the Board of DirectorsDuring the year from 1st April, 2014 to 31st March, 2015 the Boa rd of Directors met sixtimes on the following dates :

Sr. No. Date Board Strength No. of Directors Present

1 15-05-2014 5 5

23-05-2014 5 5

5 14-08-201.4 5 5

4 73-Lt-2074 5 5

5 16-01-2015 5 5

6 09-02-20Ls 5 5

20. AuditCommitteeAudit Committee comprising of the following Directors of the Board:

Name of Director Status1 Mr. KamalBachubhaiPandya Non-Executive Independent Director2 Mn Ramesh N. Chauhan Non-Executive Independent Director3 Mr. Narendra C. Patel Non-Executive Independent Director

There was no occasion regarding non acceptance of any recommendation of the Audit Committee during the year.

21. Details of establishment of vigil mechanism for directors and employeesThe Boa rd has a ppointed the following persons as members of vigil committee:1. Mr. Ramesh N, Chauhan

. 22^o Annual Report 2014-2015 6


2. Mr. Narendra C. Patel

The Company has framed a whistle blower policy in terms of listing agreement and the same may be accessed on theCompany's website.

22. Nomination and Remuneration CommitteeNomination and Remuneration Committee comprising of the following Directors of the Board:

Name of Director Status1 Mr. KamalBachubhaiPandya Non-Executive Independent Director2 Mn Ramesh N. Chauhan Non-Executive Independent Director3 Mr. Narendra C. Patel Non-Executive Indeoendent DirectorThe policy formulated by nomination and remuneration committee:The terms of reference of the committee inter alia include succession planning for Board of Directors and SeniorManagement Employees, identifying and selection of candidates for appointment of Directors/lndependent Directorsbased on certain laid down criteria, identifying potential individuals for appointment of Key Managerial personnel andother senior ma nageria I position and review the performance of the Board of Directors and Senior Management person nelincluding Key managerial personnel based on certain criteria approved by the Board. While reviewing the performance, thecommittee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerialtalents, remuneration commensurate with the performance of individual and group and also maintains a balance betweenboth short and longterm objectives of the company.There was no meeting held duringthe year.

23. Particulars of loans, guaranteei or investments under section 185

The Company has not given any loan, guarantees or investments under section 186 to any person or body corporate exceptloa n to employees of the Company as per Company's policy for employees.

24. Particulars of contracts or arrangements with reDisclosures pursuant to section 797(72\ of the Companies Act, 2013 read with Rule 5(1),5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-C).

26. Secretarial Audit ReportThe Secretarial Audit Report pursuant to section 204(1) of the Companies Act,2013 given by M/s. Dinesh Mehta & Co., a

company secretary in practice enclosed herewith (Annexure-D).

The SecretarialAudit Report does not contain any qualification, reservation oradverse remark except:a) The Company has not appointed chief financial officer and company secretary as required under section 203 of the

Companies Act,2013.b) Form MGT-14, Form G N L-2, Form ADT-1, Form DIR-12, Form 23AC-ACA were filed after due date with additionalfees.c) The Company has not provided to the members facility to exercise their right to vote at general meeting by electronic

" '^^"rred under section 108 of the Companies Act,2013 read with rule 20 of the Companies (Management| | tEdt tJ d) | Equl

and Administration) Rules.20L4.

Explanation:a) The Company is financially not strong enough that can bear expenses of salary of chief financial officer and company

secretary and therefore not appointed key managerial personnel. As soon as the Company's financial positionimproves, the com pany will appoint key manageria I personnel.

b) Form MGT-14, Form GNL-2, Form ADT-1, Form DIR-12, Form 23AC-ACA were filed after due with additional feesthrough oversight.

c)

27 . Corporate Governance CertificateTho r^nmnlienro rollifis3ls from M/s. Dinesh Mehta & Co., a company secretary in practice regarding compliance ofconditions of corporate governance as stipulated in Clause 49 of the Listing agreement has been annexed with corporategovernance report.

7 22'o Annual Report 2014-2015


28. Risk management policyIn today's economic environment, Risk Management is a very important part of business. The main aim of riskmanagement is to identify, monitorand take precautionary measures in respect of the events that may pose risks

for the business. Your Company's risk management is embedded in the business processes. Your company has

identified the following risks:

Key Risk lmpact to Aarcon FacilitiesLimited

Mitigation Plans

Recession in reality market. Risk of recession in realityaffects the function of theCompanv.

The Company does not launch any newproject during recession period.

lnterest Rate Risk Any increase in interest ratecan affect the finance cost

We have enough funds to meet the need

a rises.

Competition Risk Every company is alwaysexposed to competition risk.

By continuous efforts to enha nce the brand

image of the Company by focusing onqualitv, cost, timely delivery.

Compliance Risk - Increasing

regu latory Requirements.Any default can attract penalprovisions

By regularly monitoring and review ofchanges in regulatory framework.

29. Directors' Responsibility StatementYour Directors state that-

a. in the preparation of the annualaccounts, the applicable accounting standards had been followed along withproper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the company forthat 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 anddetecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; ande. the directors had laid down internal financial controls to be followed by the company and that such internal

financial controls are adequate and were operating effectively.f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and

that such systems were adequate and operating effectively.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act,2013:The Company has no woman employee except one woman Director and therefore the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal)Act, 2013 is notapplicable at present.

Dated : 30th May, 2015Regd. Office: BYOrderof the Board401, 402, Earth Complex,Opp. Vaccine Institute,Old Padra Road, Bharat R. GuptaVadodara, Gujarat, 390015 Managing Director

DIN:00547897

22'o Annual Report 2014-2015 I


Pa rticula rs rega rli ng Conse rvation of Energy, Tech nology Absorption8(3)of the Companies (Accounts) Rules,2014:

(A) Conservation of energy:

(i) the steps taken or impact on conservation of energy; NIL

(ii)the steps taken bythe companyfor utirising arternate sources of energy;NrL(iii) the capital investment on energy conservation equ ipments;NlL

ANNEXURE - A

and Forelgn Exchange Income and Outgo as per rute

(B) Technology absorption:

(i) the efforts made towa rds tech nology a bsorption(ii) the benefits derived like product

improvement, cost reduction, product

development or import substitution

(iii) in case of imported technology (imported

during the last three years reckoned from tnebeginning of the financialyear)

the details of technology imported

theyearofimport

whether the technology been fully absorbed .if not fully absorbed, areas wnere

absorption has nottaken place, andthe

reasons thereof

the expenditure incurred on Research

and Development

(a)

(b)

/eI

(d)

N.A

N.A

N.A.

N.A.

N.A.

N.A.

N.A.

N.A.

(iv)

(C) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year interms of actual outflows.

Previous Year(2073-741Total foreign exchange useo

Total foreign exchange earned

I 22"0 Annual Report 2014-2015


ANNEXURE - B

(pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to

in su b-section (1) of section 188 of the Compa n ies Act, 2013 including certain a rm's length tra nsactions under third proviso

thereto.

1. Details of contracts or a rrangements or transactions not at arm's length basis: NOT APPLICABTE

(a) Name(s) of the related partyand nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) D u ration of the contracts / arra ngements/tra nsactions:

(d) Salientterms of the contractsorarrangements ortransactions includingthe value, if any:

(e) justification for entering intosuch contracts or arrangements ortransactions:

(f) date(s) ofapproval bythe Board:

(g) Amount paid as advances, if anY:

(h) DateonwhichthespecialresolutionwaspassedingeneralmeetingasrequiredunderfirstprovisotosectionlS8:

Z. Details of materia I contracts or arrangement or tra nsactions at arm's length basis: NOT APPI-lCABtE

(a) Name(s) of the related partyand nature of relationship:

(b) Nature of contracts/arrangements/transactions:

(c) Duration of the contracts/arrangements/transactions:

(d) Salienttermsofthecontractsorarrangementsortransactionsincludingthevalue,ifany:

(e) date of approval bythe Board:

(f) Amount paid as advances, if any: No advance is paid.

Note : Form shall be signed by the persons who have signed the Board's report.

Dated :30'" May,2015

Regd. Office : BY Order of the Board

4OI, 4O2, Earth Com plex,

Opp. Vaccine I nstitute,Old Padra Road, Bharat R. Gupta

Vadodara, Gujarat, 390015 Managing DirectorDIN:00547897

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1222"o Annual Report 2014-2015


FORM NO. MR-3 ANNEXURE -DSECRETARIAL AUDIT REPORT

FOR THE FTNANCTAL YEAR ENDED 3lsr MARCH,2015fPursuant to section 204(L) of the Companies Act, 2OI3 and rule No.9 of the

companies (Appointment and Remuneration personnel) Rules, 20L41

to,

The Members oiAARCON FACI LITI ES LI M ITED

{Formerly Known as "R.B. GUPTA FTNANCTALS LIMtTED")VADODARA

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to gooocorporate practices by Aarcon Facilities Limited (hereinafter called the company). Secretarial Audit was conducted in amanner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressingour opinion thereon.

Based on our verification of the company's books, papers, minute books, forms and returns filed and other recordsmaintained by the company and also the information provided by the Company, its officers, agents and authorizedrepresentatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during theaudit period covering the financialyear ended on 31st March,2015 (audit period) complied with the statutory provisionslisted hereunder a nd a lso that the Company has proper Board-processes and compliance-mechanism in place to the extent,in the man ner a nd su bject to thi: reporting made hereinafter:

We have exam ined the books, papers, minute books, forms and returns filed a nd other records maintained by the companyfor the fina ncia lyea r ended on 31st March,2015 according to the provisions of :

(i) The Com pa n ies Act, 2013 (the Act) and the rules made thereunder;

(ii)The Securities Contracts (Regulation)Act, 1956 ('SCRA')and the rules made thereunder;

(iii)The Depositories Act, 1996 a nd the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, L999 and the rules and regulations made thereunder to the extent of Foreign DirectInvestment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the company during theaudit period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of lndia Act, 1992 (,SEBlAct'):-

(a ) Th e Secu rities a nd Excha nge Boa rd of Ind ia (Su bstantia I Acquisition of Sha res a nd Ta keovers) Regu lations ,2OI1,;

(b) The Securities and Exchange Board of lndia (Prohibition of lnsiderTrading) Regulatio ns,L992;(c) The Securities and Exchange Board of India (lssue of Capital and Disclosure Requirements) Regulations,2009;

(N ot a pplicable to the com pany d uring the audit period)(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock purchase

scheme) G uidelines, 1999; (Not applica ble to the company during the audit period)(e) The Securities and Exchange Board of India (lssue and Listing of Debt Securities) Regulations, 200g; (Not

a pp lica ble to the company during the aud it period)(f) The Securlties and Exchange Board of lndia (Registrars to an lssue and Share Transfer Agents) Regulations, 1993

rega rding the Com pa nies Act and dealing with client;(g) TheSecuritiesandExchangeBoardoflndia(DelistingofEquityShares) Regulations,20Og; (Notapplicabletothe

com pa ny d u ring the a udit period) and

{3 22"0 Annual Report 2014-2015


I(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the

com pany during the audit period)(vi) As informed to us the following other laws specifica lly a pplica b le to the compa ny a re as u nder:

1. The Minimum WagesAct, 1.948

2. The Payment of WagesAct, 19363. The Negotiable InstrumentsAct, 18g1

In respect of above laws specifically applicable to the Company, we have relied on information /records produced by thecompany during the course of our audit on test check basis and limited to that extent, the company has complied with theabove laws applicable to the company.

We have also examined compliance with the applicable clauses of the following:(i) Secreta ria I Sta n da rds issued by Th e Institute of Com pa ny Secreta ries of India. (Not notified he nce not

com pany during the audit period)(ii) The Listing Agreements entered into by the Com pany with the Bom bay Stock Excha nge.

applicable to the

t.

il

Duringthe period under reviewthe Company has complied with the provisibnsof theAct, Rules, Regulations, Guidelines,sta ndards, etc. mentioned above subject to the following observations:

The Company has not appointed chief financial officer and company secretary as required under section 203 of theCompanies Act,2013.

FormMGT-14,FormGNL2,FormADTL,FormDlR-12,Form23AC(XBRL) & Form23ACA(XBRL) werefiledafterduedatewith additionalfee.

iii. The Company has not providedto the members facility to exercise their rightto vote at general meeting by electronicmeans as required under section 108 of the Companies Act,2013 read with rule 20 of the Companies (Management andAdministration) Rules,2014.

We further report that The Board of Directors of the Company is duly constituted with proper balance of ExecutiveDirectors, Non-Executive Directors and lndependent Directors. The changes inthe composition of the Board of Directorsthat took place during the period under review were carried out in compliance with the provisions of the Act. Adeouarenotice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at leastseven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting. All the decisions at the Board meetings andCommitteemeetingsare carriedoutunanimouslyasrecordedintheminutesofthemeetingsoftheBoardofDirectorsanocommittees, as the case mav be.

We further report that there are adequate systems and processes in the company commensurate with the size anooperations of the company to monitor a nd ensure compliance with applica ble laws, rules, regulations and guidelines.

Place:VADODARADate: 15105 /20L5

For Dinesh Mehta & CO.

Company Secretaries

Dinesh MehtaProprietorC.P.No.2L27

22^o Annual Report 2014-2015 14


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22'o Annual Report 2014-201521


(Annexure- F)

DETAILS OF DIRECTOR SEEKING RE-APPOINTMENT AS PER CLAUSE 49 OF LISTING AGREEMENT WITH THE

BOMBAY STOCK EXCHANGE

Name of the Director Mrs. Anupama Bharat GuPta

DIN No. o2221605

Date of Birth 1.1./08/2OO8

Type of appointment Director retiring by rotation

Date of Appointment/ Reappointment To be appointed at the ensuing AGM

Areas of Soecialization Marketingr

Qua lifications M.B.A.

No. of Shares Held in theCompany

882900

List of Directorship heldin other Companies

1. AARCON NIRMAN Private Limited2. AARBGEE LEISURE PRIVATE LIMITED

3. ABHAYANAND INFRA PRIVATE TIMITED

Chairman/member of theCommittee of the Board ofDirectors of this Company

NIL

Chairman/member of theCommittee of the Board ofDirectors of other Companies

NIL

Relation with Key ManagerialPersonnel and Directors

Wife of Mr. Bharat R. Gupta, Managing Director

J ustification for appointment Excellent knowledge in marketing management


_ -- -'--:-a-::_-

- -_a,_:_

_


REPORT ON CORPORATE GOVERNANCE

The corporate Governance Code. Introduced by Securities and Exchange Board of India [*SEBI*] as adopted by incorporating a new clause No.

49 in the Listing Agreement of the Stock Exchange and also by applicable provision of the Companies [Amendments] Act,2000, has been

implemented by the Company effective from 30th January 2003.

The Compa ny has ta ken necessa ry steps to comply with all the requirement of the gu idelines on Corporate Governance as would be applica ble

to lt.1. Board of Directors as on 31st March 2014

The Board com prises of five Directors of whom one was Ma naging Director, Fou r a re Non- Executive director. The Chairman of the Boa rd was a

Managing Director.

A Composition of the Board for the period from lst April, 2014 to 31st March 2015

Names of the Directors Status

1. Shri Bharat Ramchandra Gupta Managing Director

2. Mrs. Anupama Bharat Gupta Non-Executive Director

3. Shri Rameshbhai Narshinhbhai Chauhan Non-Executive Independent Director

4.shriNarendrakumarChandubhaiPatel Non-ExecutivelndependentDirector

5. Shri Kamal Bachubhai Pandya Non-Executive Independent Director

B Board meeting:The meeting of the Board of Directors are scheduled well in advance. The notice convening the meeting and the detailed agenda is sent at

least seven days in advance to all the Directors.

The Boa rd meets at least once in a qua rter to review the qua rterly performance and fina ncial resu lts.

I Numberof Board Meeting:During the year from 1st April 20L4 to 31st March 201-5 the Board of Directors met five times on the following dates:

5r. No. Date Board Strength No. of Directors Present

1 1.5.05.2074 5 5

t. 23.Q5.20L4 E 5

3. 1.4.08.201-4 E 5

4. 1"3.LL.201.4 E 5

5. 1-6.01.2015 5 5

6. 09.02.2015 5 5

Attendance of Directors:

Names of theDirectors

No. of BoardMeeting

held

No. of Board

MeetingsAttended

Attendance atthe last annual

generalmeeting

No. of DirectorShip in otherBoards as on31st March

20L5

No. of memberShips in other

Eoard committees as

on 31st March 2015

Bharat R Gupta 6 Yes 2 NIL

Anupama B Gupta 6 6 No 3 NIL

Rameshbhai

Chauhan

6 6 Yes 2 NIL

Narendra C. Patel 5 6 No 2 NIL

Kamal Pandya

Patel

6 6 Yes NIL NIL

2 Committees of Directors:Non-Executive Directors, including the Chairman, provide guidance to operating management on policy matters as wellas in the monitoring

actions of operating management. The Committees are intended to provide regular exchange of information and ideas between the Non-

executive Directors and the operating management.The Board has accordingly formed Committees, which comply with the requirements of Clause 49 of the Listing Agreement with the Stock

Exchanges and other applicable provisions of the Companies [Amendment] Act, 2000.

[A] AuditCommittee:Audit Committee comprises of the following Executive Director and Non-Executive Directors of the Board.

Name of Directors StatusL Shri Bharat R. Gupta Managing Director

23 22^o Annual Report 2014-2015

AARCON FACILI..TI ES LI MITED

I2 Shri Kamal Bachubhai pandya Non-Executive Independent Director

3 Shri Rameshbhai N. Chauhan Non-Executive Independent Director

Audit committee meetings were held on 23'o May, 2014, 14'n Augu st,2O1'4,13'n November, 2014 and 9'n February, 20L5.

l. Remu neration Committee comprises of the following Non-Executive Directors of the Board

Name of Directors Status

1 Shri Kamal Bachubhai pandya Non-Executive lndependent Director

2 Shri RameshbhaiN.Chauhan Non-ExecutivelndependentDirector

3 Shri NarendrakumarC. Patel Non-Executive Independent Director

There was no meeting held of Remuneration committee duringthe financialyear.

ll. RemunerationPolicy:Thecompanvfollowsamarketlinkedremunerationpolicy,whichisaimedatenablingthecompanytoattractandretainthebesttalent. The

Company does not have an Employees Stock Option Policy.

lll. Broad Terms of reference of the Remuneration Committee:

a. To recommend and review remuneration package of Executive Director and Company Secretary of the Company.

b. TopresentreporttotheBoardonremunerationpackageof DirectorsandCompanySecretary.

lV. Details of remuneration paid to the Executive Director during the year ended 3lst March, 2015.

(a ) Executive DirectorName of the Director Salary Perquisites Total iMr. Bharat R. Gupta Rs.3,00,000 Nil Rs' 3,00,000

(Managing Director)

TheaboveManaging/Executive Director hasnotbeengivenanypackageofStockoption,Pensionetc.Term s of Contract:Name of the Director Date of Appointment Expiry of Contract

Mr. Bharat R. Gupta 0L-04-201'2 3I'03-2017

(Managing Dlrector)

The above Managing Director was required to give 3 month notice period for resignation as managing director, lf before expiry of service

contract then tenure of office of managing director is determined, he will be entitled compensation as per section 202 of Companies Act,

2013. (previously section 318 of Companies Act, 1956)

{b) Non-ExecutiveDirectors:No sitting fee is paid to Non-Executive Directors.

No Remuneration committee meeting was held during the year ended 31st March 201-4.

(c) Shareholder/lnvestors' GrievancesCommittee:

This committee comprises of the following Directors, reviewing shareholders'complaints and resolution thereof.

Name of Directors Status

1 Shri Bharat R. Gupta Managing Director

2 ShriRameshbhaiN.Chauhan Non-ExecutivelndependentDirector

3 Shri Narendra C. Patel Non-Executive lndependent Director

No share holders/investors'Grievance committee Meeting was held during the year ended 31st March, 2015 as the company did not

receive a ny letter of major grievances from sha reholders/investors'

3, General Body Meetings:The last three Annual General Meeting tAGMSI of the company were held on the following dates and time at 401, 402, Earth complex, opp.

Vaccine Institute, Old Padra Road, Vadodara, Gujarat,390015.

[A] Detailsof lastthreeAGMS held:

AGM DaYand Date Time

lgthAGM Saturday2gthSeptZ1lZ 9'00a'm

2oth AGM Monday 29th July 2013 9'00 a'm

2lstAGM Tuesday30thSept211"4 9 00a'm

lBl Whether special resolutions were put through Postal ballot last year? No

General lV, al I the resolution in the Genera I Body Meeti ngs are passed th rough show of hands'

lCl Details of resolution passed through Postal Ballot: NIL

ID] Area proposedto beconductedthrough Postal Ballotand procedure

The Company proposes to pass resolution of General Body Meetings through postal ballot paper and follow the procedure given under

the CompaniesAct.

4. Disclosure:

22^o Annual Reporl 2014-2015 24


tAl

tBl

5.

Disclosures on materially sign ifica nt related pa rty tra nsactions i.e. Tra nsaction of the Compa ny of material nature, with its promoters, theDirectors or the Management, their subsid iaries or relatives etc. that may have potential conflict with the interests of Company at large;(i) ManagerialRemunerationof Rs.3,00,000waspaidtoShri BharatR.Gupta,ManagingDirectorfortheyear2014-1-5.

Details of non-compliance by the Company, penalties, stricture imposed on the Company by Stock Exchange or SEBI or any statutoryauthority, on any matter related to ca pital ma rkets, d u ring the last three yea rs: Nil

Means of Commu nication:

tAl Company has not made any presentahon to any institutional investors/Analyst during the year.

tBl All items required to be covered in the management discussion & Analysis have been included in the Directors reports to the members.

Time :9.00 a.m.Venue :401,-4O2, Earth Complex, Opp Vactine Institute,

Old Padra Road, Vadodara, cujarat.390015tBl FinancialCalendar [1stApril2014to 31st March 20L5]

6, GeneralShareholderinformation:[A] AnnualGeneralMeeting

Day and Date

1. Board Meeting2. Board Meeting3. Board Meeting4. Board Meeting

lcl Registered Office

ID] Lisfingon Stock Exchanges

lEl StockCodelSl N for equity shares of the Company

CategoryPromoter GroupNRr/OCBBankBodies CorporateOthersTotal

: 22nd Annual General Meeting: Wednesday, 30th September, 2015

No. ofshares4440600

130015 18 10059,60,000

: Not Applicable

:23.05.2015: by 14.08.2015: by L4.11.2015:by 14.02.201,6

401,-402, Earth Complex, Opp Vaccine lnstitute,Old Padra Road, Vadodara, Gujarat.390015Ph.:0265-653 L377Bombay Stock Exchange ltd.Corporate Re lationship Department,1st Floor, New Trading Ring, Phiroze JeejeebhoyTower, Dalal Street, Fort, Mumbai.400001

: 532024: 1NE056J01015

l -1tul

tHl

ltl

U]

i

Listing fee for the year 2015-i.6 has not been paid to the Bom bay Stock Excha nge ti ll date.

tFl Market Price data:The equity shares of the Company are not traded at the Stock Exchange and therefore market price of shares of the company is notavailable.

Demateriafizationofshareandliquidity: Ason3LstMarch,2015,73.886%ofthecompany'stotalsharesrepresenting44,03,622shareswere held in dematerialized form and the balance 26.11-% representing 15,56,156 shares were held in paper form.

AddressofRegistrarsandSharetransferagent: CameoCorporate ServicesLtd"SubramanianBuilding",#l,ClubHouseRoad,Chennar,Tamilnadu,600002

Sha re Tra nsfer System:Sha res in physical mode which a re lodged for transfer a re processed a nd returned to the sha reholders within the stipulated time.

Distribution of shareholding as on 3l-st March 2015

Percent74.51%

o.o2%25.47%100.00%

tKl Outstanding G D R's / AD R's /Warrants or any Convertible instruments,Conversion date a nd I i kely i m pact on equity

25 22"" Annual Report 2014-2015

.---

MRCON FAC|LtTtES L|M|TED

AUDITOR'S CERTIFICATE ON COMPLIANCE OF CLAUSE 49 OF THELISTING AGREEMENT

AARCON FACI LITI ES LIM ITED(Formerly known as R B GUPTA FTNANCTALS LIMtTED)401,402, Earth Complex, Opp. Vaccine Institute,Old Padra Road, Vadodara. Guiarat.

We have reviewed the records concerning the company's compliance of conditions of Corporate Governance as stipulatedclause 49 of the Listing Agreement entered into by the company with the Stock Exchanges, for the financial year ended 3iMarch 2015.

ThecomplianceofconditionsonCorporateGovernanceistheresponsibilityofthemanagement. ourexaminationwaslimitto procedure and implementation thereof, adopted by the company for ensuring the compliance of the conditions on tCorporateGovernance' ltisneitheranauditnoranexpressionofopiniononthefinancialstatementsofthecompany.

We have conducted our review on the basis of the releva nt records and documents maintained by the company and furnisneous for the review a nd the information and explanations given to us by the company.

Based on such review, in our opinion, the company has complied with the conditions on Corporate Governance, as stipulatedclause 49 of the said ListingAgreement.

we further state that such compliance is neither an assurance to the future viability of the company nor as the efficiency r

effectiveness with which the management has conducted the affairs of the company.

ForAMlN PARIKH & CO..

Cha rtered Accountants.

sd/-CASamir ParikhPartnerM.No.41505F.R.N.100332W

PLACE: VadodaraDATE:30.05.2015



Management Discussion and Analysis

Aarcon Facilities Lim ited is primarily engaged in the entertainment business by taking Cinema on lease. The following discussion

and analysis should be read in conjunction with the financial statements and accompanying notes included in this report. This

d iscussion conta ins fo rwa rd-looking statements.

The growth of the company is mainly linked to the growth of the Indian Film industry. Given below is the profile and outlook of

the same.

Indian Industry Structure and Development

The Indian film Industry has been witnessing significant growth on the back of differentiated content, wider release across

digital screens and aggressive promotions by production houses. 1

Domestic theatricals will continue to remain the main source of revenue for the industry. Digital technology, apart from

securely delivering films in a cost efficient a nd secured man ner across the Cou ntry, has also helped cut revenue losses owinp to

piracy. Wider reach co-ordinated release of movies has been a key revenue driver for the Industry.

Opportunities

Largest Industry

The Indian film Industry is one of the largest globally with a history of steady growth. With films being the most popular form ofmass entertainment in India, the film industry has witnessed robust double digitgrowth overthe past decade.

Penetration into tier lland tier lll markets

Since metros and most of the tier I markets getting saturated, therefore the focus is now shifting to the tier ll and tier lll cities

which are experiencing rapid urbanisation and greater economic growth. With lower real estate prices in smaller towns the

leeway to launch a no frills cinema, the exhibitors a re able to considerably bring down the cost per screen.

Digital Dominance

Digitalization has changed the landscape of Indian cinema in several ways. Widespread release of movies across several

screens, reduced cost of prints, lower storage and maintenance expenditure and release of small budget films in a cost

effective ma n ner a re some adva ntages offe red by th is tech nology.

| <. Transparency of ticket sales & in cinema advertising:

The industry has witnessed a marked improvement in transparency of ticket sales over the years. Systems and processes

introduced by mu ltiplex chains in addition to digita lization of theatres, online ticket booking a re the key contributor.

Financial performance

Total turnover during the year 20L4-15 increased by Rs.33.01 lac (1874.93 %) compare to previous year 2O'J.3-I4 and there is

loss of Rs.7.72 lac du ring the year 20L4-L5 against loss of Rs.4.51 lac in previous year 2013-14 due to starting of a new business

of entertainment bytaking cinemas on lease.



I N DEPENDENT AUDITOR'S REPORT

To,The Members otAARCON FACILITIES LIMITED(Formerly Known as eR.B. GUPTA FINANCIALS LIMITED")VADODARA

Report on the Financial Statements

We have audited the accompanying financialStatements of AARCON FACILITIES LIMITED which comprise the

Balance Sheet as at 31"'March2015, the Statement of Profit and Loss, the Cash Flow Statement of the compan)

for the year then ended and a summary of significant accounting policies and other explanatory information.

Management'sResponsibilityfortheFinancialStatements :The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act,

2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the

financial position, financial performance and cash flows of the Company in accordance with the accounting

principles generally accepted in lndia, including the Accounting standard specified under Section 133 of the Act,

read with Rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes maintenance of

adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the

Company and for preventing and detecting frauds and other irregularities ; selection and application of

appropriate accounting policies ; making judgments and estimates thatare reasonable and prudent ; and design,

implementation and maintenance of adequate internal financial controls, that were operating effectively for

ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation

of the financial statements that give a true and fair view and are free from material misstatement, whether due to

fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit

We have taken into accountthe provisions of theAct, the accounting and auditing standards and matters which e

required to be included in the audit report under the provisions of theActand the Rules made thereunder.

We conducted our audit in accordance with the Standards onAuditing specified undersection 143(10) of theAct.

Those Standards require that we comply with ethical requirements and plan and perform the audlt to obtain

reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the Cisclosures in

the financial statements. The procedures selected depend on the auditor's judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In

making those risk assessments, the auditor considers internal financial control relevant to the Company's

preparation of the financial statements that give a true and fair view in order to design audit procedures that

are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting

policies used and the reasonableness of the accounting estimates made by the company's Directors, as well

as evaluating the overall presentation of the financial statements.

22^o Annual Report 2014-2015 2a


:

YI..

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by theAct in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India of the state of affairs of thecompany as at 31'' March 2015, its profit and its cash flows forthe vearended on that date.

Emphasis of Matters

There are matters mentioned in Point no. B & 9 of the Notes to the Financial Statement which require attentionof the members.

Report on Other Legal and Regulatorv Requirements:

As required by section 143(3) of theAct, we report that:a. We have sought and obtained all the information and explanation which to the best of our knowledqe and

belief were necessary forthe purpose of ouraudit;b. In our opinion, proper books of accounts as required by law have been kept by the Company so far as it

appears from our examination of those books; o

c. The Balance Sheet, the Statement of Profit & Loss and the Cash Flow Statement dealt with by this reportare in agreementwith the books of accounts;

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified underSection 133 of theAct, read with Rule 7 of the Companies (Accounts)Rules, 2014.

e. On the basis of written representations received from the director, as on 31 .03.2015, and taken on recordby the Board of Directors, none of the directors are disqualified as on 31" March 2015 from beingappointed as directors in terms of section 164 (2) of theAct.

f. With respect to the adequacy of the internal financial controls over financial reporting of the company andthe operating effectiveness of such controls, referto ourseparate report in "AnnexureA".

g. In our opinion and to the best of our information and according to the explanations given to us, we reportas under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 ofthe Companies (Audit andAuditors) Rules, 20'14:

I Thecompanydoesnothaveanypendinglitigationswhichwouldimpactits financialposition.ii. The Company did not have any long term contracts including derivative contracts forwhich

there were any materialforeseeable losses.iii. There has been no delay in transferring amounts, required to be transferred, to the

Investor Education and Protection Fund by the Company.

FORAMIN PARIKH & CO.

CHARTEREDACCOUNTANTS

F.R.N.100332W

CA. SAMIR R. PARIKH

PARTNER

M. No.41506

VADODARA

DATED: May 30, 20't5

29 22" Annual Report 2014-2015


Annexure "A" to the Auditors Report

The Annexure "A" referred to in our report to the members of AARCON FACILITIES LTD. for the year endedon 3l-st March,2Ot5. We reportthat:

L. FIXEDASSETS

a) The Company has maintained proper records showing full particulars, including quantitative detailsa nd situation of Fixed Assets on the basis of availa ble information.

b) As explained to us, the fixed assets have been physically verified bythe management during the year ina periodical mannel which in our opinion is reasonable having regard to the size of company andnature of its assets. No material discrepancies were noticed on such physical verification.

2. INVENTORY

a) As explained to us, Inventories have been physically verified iJuring the year by the Management atreasonable intervals.

b) In our opinion & according to the information & explanations givento us, the procedures of physical

verification of inventories followed by management are reasonable & adequate in relation to the size

of the company & nature of its business.

c) The Company has maintained proper records of Inventory. As explained to us, there were no materialdiscrepancies notices on physicalverification of inventories as compared to the book record.

3. In respect of Loans, secured or unsecured, granted by the company to Companies, firms or otherparties covered in register maintained pursuantto Section 189 of theCompanies Act, 2013.

a) In our opinion, receipt of principal amount & interest are regular.

b] Thereisnooverdueamountof morethanllakhinrespectof loangivenbythecompany.

4. In our opinion & according to information & explanations given to us, there are adequate internalcontrol procedures commensurate with the size of the company and nature of its business for purchase

of inventory, fixed assets and with regard to sale of goods and services. During the course of audit, wehave not observed any majorweaknesses in internal control.

5. In OurOpinion and accordingtothe information and explanationsgiven to us, The Company has notaccepted deposits from public covered under Section 73to76 of the Companies Act, 2013.

6. As informed to us, the CentralGovernment has not prescribed maintenance of cost records under sub-

section (1) of Section 148 of the Act.

22'o Annual Report 2014-2015 30


7.

a) According to the information and explanation given to us and based on the records of the Companyexamined by us, the Company is regular in depositing with appropriate authorities undisputedstatutory dues including Provident fund, E.S.l., lncome tax, Sales tax, Wealth tax, Service tax, ValueAdded Tax, Custom duty, Excise duty, and other material statutory dues applicable to it, with theappropriate authorities in India.

b) As at 31-3-201,5, according to the information & explanation given by management, there is noDisputed Dues.

c) Therehasnotbeenanoccasionincaseofthecompanyduringtheyearunderreporttotransferanysums to the Investor Education and Protection Fund. The question of reporting delay in transferringsuch sums does not arise.

8. The accumulated losses of the company are not more than fifty percent of its net worth. The companyhas not incurred cash losses during the fina ncia I year covered by ou r audit.

9. Based on our audit procedures and according to the information and explanations given to us, we areof the opinion that the company has not defaulted in repayment of dues to the financial institution,ba n ks or de be ntu re holders.

10. According to the information and explanations given to us, The Company has not granted any loans andadvances on the basis of security by way of pledge of sha res, debentures a nd other securities.

L1.The Term loans obtained by the company have been applied for the purpose for which they werera ised.

12. Based on the audit procedures performed and the information and explanations given to us, wereport that no fraud on or by the Company has been noticed or reported during the yea; nor have webeen informed of such case bythe management.

FORAMIN PARIKH & CO.

CHARTEREDACCOUNTANTS

F.R.N.100332W

CA. SAMIR R. PARIKH

PARTNER

M.NO.41505VADODARA

DATED: May 30,2015



Balance Sheet as at 31st March, 2015

Note

No

As al 31.03.20'15(?)

As at 31.03.20'14(<)

EQUITYAND LIABILITIES

1 Shareholder's Funds

(a) Share Capital

(b) Reserves and Surplus

2 Share Apllication Money pending Allotment

3 Non-Current Liabilities

(a) Long{erm borrowings

(b) Deferred Tax Liabilities

(c) Other Long term liabilities

(d) Long term provisions

4 Cunent Liabilities

(a) Short{erm bonowings

(b) Trade payables

(c) Other cunent liabilities

(d) Shortterm provisions

TOTAL

ASSETS

1 Non-CurrentAssets

(a) Fixed Assets

(i) TangibleAssets

(ii) lntangible Assets

(iii) Capital work in Progress

(b) Non-Current Inveslments

(c) Long-Term Loans and Advances

(d) Other Non CurrentAssets

2 CurrentAssets

(a) Inventories

(b) Trade Receivables

(c) Cash and Cash Equivalent

(d) Short-Term Loans and Advances

(e) Other CunentAssets

TOTAL

SIGNIFICANT ACCOUNTING POLICIESAND NOTES TO ACCOUNTS

As per our Audit Report attached

FOR AMIN PARIKH & COMPANY

CHARTERED ACCOUNTANTS

GA Samir R. ParikhPARTNER

M.No.4'1506

Place: VADODARA

Date : 30.05.2015

54,951,926 55,724,438

18,213

/32,000

- 750.213

2,688,661

5,446

332.'1 50

9,026,257 322,274

57,978,094 56,796,925

50,61 9,500

4,332,326

50,6 1 9,500

5,1 04,938

3

45

6

7

8I6

26,635

1 3.500

282,139

10

10

10

11

1214

15

13

t612

14

707,809

448,259

12,584,104

4,016,274

34,265,468

6oqA 1AO

81.620

2.516,274

37,29'1,085

6,713,1 38

56,922,015 46$02,117

9,679,208

515,600

1,156,068 10,1941808

57,978,084 56,796,925

24

0n behalf of the Board

FOR AARCON FACILMES LIMITED

Bharat R, GuptaManaging Directo.

Anupama B. GuptaDirector

Date :30.05.2015



Statement of Profit and Loss for the year ended 31st March , 2015

MteNo

As at 31.03.2015 As at SLO:.20r+(<)(r)

1 Revenue from Operations (Gross)

Less: Excise Duty

Revenue from Operations (Net)

2 Other lncome

3 Total Revenue (1+2)

4 EXPENSES

(a) Cost of Finished Product

(b) Cinema Expenses

(c) (lncrease)/Decrease in Inventories

(d) Employee Benefit Expenses

(e) Other Expenses

(f)Depeciation

(g) Finance Cost

Total Expenses (a to f)

Profit / (Loss) before Exceptional and Extraordinary ltems

5 and Tax (3-4)

g Exceptional ltems

7 Profit / (Loss) Before Extraordinary ltems and Tax (5+6)

8 Extraordinary ltems

9 Profit / (Loss) Before Tax (7+8)

10 Tax Expenses

(a) Cunent Tax

(b) Transfer to special reserve as per RBI Act

(c) Deferred Tax (Assets)/Liabilities (Net)

Total Tax Expenses

Profit (Loss) for the year (9+10)

Earning Per Equity share (Nominal value { 10)

(31.03.2014:t10)

Basic

Diluted

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS

As per our Report attached

FORAMIN PARIKH & COMPANY

CHARTERED ACCOUNTANTS

CA Samir R. ParikhPARTN ERM.No.41506Place: VADODARADate : 30.05.2015

3,477,418 176,078

3,477,418 176,078

8i1p51 1 ,1 e6,000

4,348,469 1,372,078

17

17'18

19

19A

20

21

22

10

23

877,119

475,686

1,672,248

1,267,418

6,498

4,298,969

49,500

104,917

306,354

1,364,421

20,608

233,076

2,029,375

(657,297)

49,500 (657,297)

49,500 (657,297)

10,000

812,112 (206,601)

822,112 (206,601 )

11

12

(772,612], (450,696)

-0.13 -0.08

-0.13 -0.08

24

On behalf of the BoardFOR AARCON FACILITIES LIMITED

Bharat R. GuptaManaging Director


Date : 30.05.2015


1-


cAsH FIOW STATEMENT FOR YEAR EN DED 3tl}3lz}Ls

31.03.2014

C.

As per our Report attachedFOR AMIN PARIKH & COMPANYCHARTERED ACCOUNTANTS

CA Samir R. ParikhPARTN ERM.No.41506Place : VADODARADate : 30.05.2015

Cash Flow from Operation ActivitieiNet Profit after Taxation

Add. : Depreciationprovision For TaxationTransfer to Special Reserve

Decrease in Current Assets

lncrease in Non_Current AssetsDeferred Tax Assets

Decrease in Current Liabilities

Interest & Dividend lncome

Less : Interest paid

Net Cash Inflow from Operating Activities

Cash Flow from InvestingActivities ;

Decrease in InvestmentsInterest IncomeDividend IncomeNet Cash Inflow from Investing Activities

Cash Flow from Financial Activities :

proceeds of Unsecured Loans

Net : Decrease in Cash & Cash EquivalentsAdd. : Cash & Cash Eq. as on 01.04.2014

Cash : Cash & Cash Eq. as on 31.03.2015

12.67

0.10

0.00

U,D/

-108.10

8.1.2

26.94

.4.82

-7.73

-54.78

-4.51

-1,7.55

-62.51

0.06

-22.06

2.38-oz,J / -24.44

B.

15.00

4.65

0.00

-130.00

LI.61.

0.0419.83 -118.35

-t,5t

-89.72

96.79

2.47

96.38

0.41,

7.O7 96.79

On behalf of the BoardFOR AARCON FACILITIES LIMITED



Date : 30.05.20'15



As at

31.03.2015 31.03.2014

1, SHARE CAPITAL

(a) Authorized shares

60,00,000 (31-03-2014:60,00,000) Equity Shares of

Equity Share

At the beginning of the period

lssued during the period

Outstanding at the end of the period

Equity shares of { 10 each fully paid

Bharat R. Gupta

Anupama B. Gupta

Bharat R. Gupta HUF

Rushita B. Gupta

Rujul B. Gupta

{ L0 each 60,000,000 60,000,000

60,000,000 60,000,000

59,60,000 (31-03-2014:59,60,000) Equity Shares of { l-0 each

Less : Calls unpaid

(c) Reconciliation of the Shares Outstanding at the beginning and at the end of the reporting period

59,600,000

8,980,500

59,600,000

8,980,500

50,519,500 50,619,500

As at 31.03.2015 As at 31.03.2014

No. of Shares Amount Rs.No. of

SharesAmount Rs.

5,960,000 59,600,000 s,960,000 s9,600,000

5,960,000 59,500,000 5,960,000 59,500,000

(d) Terms / Rights attached to Equity Shares

The company has only one class of equity shares having a par value of {10 per share. Each holder of equity shares is entitled to onevote per share.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, afterdistribution/repayments of all creditors. The distribution will be in proportion to the number of equity shares held.

(e) Shares held by holding or its ultimate holding company including shares held by or by subsidiaries or associatesof the holding company or the ultimate holding company in aggregate.There is no Shares held by holding or its ultimate holding company including shares held by or by subsidiaries or associates of theholding company or the ultimate holding company in aggregate.

(f) Details of shareholders holding more than 5% shares in the company

As at 31.03.2015 As at 31.03.2014

No. of Shares% of holding in

the class

No. ofShares

% of holdingin the class

765870

882900

746300

879800

87L730

t2.85o/o

1.4.8r%

12.52%

14.76%

14.63%

765870

882900

t2.85%

t4.81%

746300 12.52%

879800 L4.76%

871730 1,4.63%

(g) Shares reserved for issue under option and contracts/commitments for the sales of shares/disinvestments,including the terms and amounts.

There is no such shares reserved for issue under option and contracts/commitments for the sales of shares/disinvestments, includingthe terms and amounts.

(h) Aggregate number of bonus shares issued, share issued for consideration other than cash and sharesbought back during the period of five years immediately preceding the reporting date:There is no such transaction occurred during the period of five years immediately preceding the reporting date.

(i) Terms of any securities convertible into equity/preference shares issued along with the earliest date ofconversion in descending order starting from the farthest such date.The Company did not issued any type of security/preference shares.

(j) Calls Unpaid (Showing aggregate value of calls unpaid by directors and officers)The Balance in Calls unpaid account as on 31.03.2014 is amoutning to Rs. 89,80,500/- out of which there is no outstanding fromDirectors & Officers.

(k) Forfeited shares (amount originally paid up)

There is no forfeited shares.



2. RESERVES AND SURPLUS

(a) Share Premium

Balance as per the last Financial Statements

Add : Addition during the Year

Closing Balance

(b) General Reserve


Add:Transfurfrom Surflr's d Profit and l-os Account

(c) Other Reserve

iurplus/(deficit) in the Statement of Profit and Loss

Balance as per the Last Financial Statements

Profit / (Loss) for the Year

Less: Transfer to Ge nenl R eserve

Less: Provision for IncomeTax

Less: Provision for Special Reserve

Add : Income Tax Adjustment

Add : Deffered TaxAsets

Surplus in the Statement of Profit and Loss

(d) SPecial Reserve


Add :Transferfrom Surpl rr of Profit and los Account

Total Reserves and SurPlus

3. LONG-TERM BORROWI NGS

Term Loans

Other loans and Advances

The above amount includes

Secured Borrowtngs

Unsecured Borrowings(Amount Disclosed under the Head

Note No.9

As at

31.03.2015 31.03.2014(<)

747,408 147,408

L47,408 L47,408

3,YZV,r) /

206,601

I,O37,373 r,037,373

NON CURRENT PORTION

!,o37,373 1,037,373

4,332326 5,to4,938

CURRENT MATURITIES

As atAs at

31.03.2015 31.03.2014 r1 n? tnl q 31.03 2014({)(r)({)(<)

"Oth er Current Lia bil ities)

4,370,854

(772,612) 1657,2981

3,t47,545 3,7L3,556

22'o Annual RePort 2014-2015 36


4. DEFERRED TAX TIABILITIES

Deferred Tax Lia bilities

5. OTHER tONG-TERM LIABILITIES

Loans & Advances from Related partiesBharat R. GuptaRushita B. Gupta

(a) Deposit from Director carries interest @ NIL per Annu m.

5. PROVISTONS

As atffiffi

- 1,8,213

As at31.03.2015 31.O3.2014

300,000432,OOO

_ 732,OOO

IONG TERM SHORT TERMAs at As at

31.03.2015 -1032014 31.O3.201s 31'o32014(r) ({)

(r)(<)

(<) (<)Provision for Employee BenefitsSalaries & Wages

Other Provisions (Other than Employee Benefits)lncome Tax ProvisionPayment to AuditorsOthers

7. SHORT TERM BORROWINGS

Cash Credits From banks (Secured)Ba nk of India(Overdraft)

The above amount includesSecured BorrowingsUnsecured Borrowings

overdraft Facilities is a,,ailed against Fixed Deposts of the company with Bank of India.

8. TRADE PAYABLE

Trade PayableFor MaterialFor Others

246,65028,50057,000

236,65041.,4894,000

332,150 282,t39

332,150 282.L39

As at31.03.2015 37.O3.2014

As at31.03.2015 31.03.2014

(<)

({)(<)

(<)

2,688,66L 26,6352,699,667 26,635



9. OTHER CURRENT LIABILITIES

Current maturities of Long term BorrowingsOther Iiabilities

l. Statutory Duesll. Others

11. NON-CURRENT I NVESTMENTS

Trad e lrvest ments Qu otedDimond Power I nfrastructureKemrock I ndustries Ltd.Reliance Industries Ltd.Reliance Power Ltd.Shri Ram MultiTech LTD.

Sun Pharma Advance Res.

lTl shareTrad e lrvest ments UnquotedAarbgi Nirman Ltd.Non Trade InvestmentsFDR With Bank of India

Aggregate Cost and Market Value of lnvestments

a) Quoted Investments

(b) Unquoted Investments

12. TOANS AND ADVANCES

Capital AdvancesSecured, Considered GoodUnsecured Considered Good

Security DepositSecured, Considered GoodUnsecured Considered Good

Advances Recoverable in cash or kindSecured, Considered GoodUnsecured Considered Good

Other Loans and AdvancesAdvance Income taxBa la nces with Statutory/Gove rn ment Authorities

TOTA (A+B+C+D)

As at3L.03.2015 31.03.2U14

s,446 13,500

s,446 13,5005,446 13,500

As at31.03.2015 31.03.2014

r52,328345,23L195,806

71_,52636,00033,44425,535

I,716,400

1,500,000

152,328345,237195,806

1-1_,526

36,00033,4482s,535

1,,7t6,400

4,016,274 2,516,274As at

31.03.2015 31.03.2015

Cost MarketValue

799,874(7s9,874)1_,7L6,400

(r,716,4OO)2,516,274

(2,516,2741

s08,613(685,930)

NON CURRENT LONG TERM CURRENT SHORT TERMAs at As at

31.03.2015 3L.O3.2014 31.03.2015 31.O3.20L4

(A)

246,708 5,00; 5,000(B) 246,708 5,000 5,000

34,OL8,760 37,29L,085(c)

(D)

34,OL8,76O 37,29L,O85

372,65070,609

372,650L37,950

443,259 s10,50034.265,468 37,29t,O8s

22^" Annual Report 2014-2015 38

448,259 515,600


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22"o Annual Report 2014-201539

AARCON FACILITI ES LIMITED

13. TRADE RECEIVABLES

Unsecured, considered good unless stated otherwiseTrade receivables outstanding for a period less than six

months from the date they are due for payment

Secured, considered good

U nsecured, considered good

U nsecured. considered doubtful

Less: Provision for doubtful debts

Trade receivables outstanding for a period more than six

months from the date they are due for payment

Secured, considered good

Unsecured, considered good

U nsecu red, considered doubtful

Less: Provision for doubtful debts

Total (A+ B)

14. OTHER CURRENT ASSETS

NON CURRENT CU RRENT

As at31.03,2015 31.03.2014 31.03.2015 31,03.2014

(?) ({) ({) (T)

NON CURRENT CURRENT

As at As at

31.03.2015 31.03.2014 31.03.201s 31.03.2014

(T) (<) (<) ({)

Unsecured, considered good unless stated otherwise

Non-Current Balances

Deferred Revenue Expenses I,259,328 I,259,328

Deferred Tax Assets 4,523,485 5,453,810(A) 5,882,8L3 6,7t3,L38

Otherslnterest accrued on fixed dePosit

Income Receivable

Total (A+ B)

15. INVENTORIES

5,955,159 6,713,t38

Finished Goods

Valuation of Inventories :

73,356

(B) 73,3s6

As at

31.03.2015 37.03.20t4(<) ({)

22'" Annual Report 2014-2015 40

AARCON FACILITIES LIM ITED

15. CASH AND CASH EqJ IVAENTS

Balances with Banks:

On Current AccountsCash on Hand

Other Bank BalancesMargin Money Deposit

17. REVENUE FROM OPERATIONS

Revenue from OperationsSAIC Of PTOdUCIS A : CONSTRUCTION BUSINESS

Sales

Other Operating Revenue

B : ENTERTAINMENT BUSINESS

Canteen lncomeParking IncomeCinema lncome

Revenue from Operations (Net)

18. OTHER INCOME

Profit on sale of sharesDividend lncomeInterest lncomeCreditors Written Off/ Ds count / Kasar

Interest on VAT / | TR efund

31.03.2015 31.03.2014 31.03.2015 3L.O3.20L4

NON CURRENT CURRENT

As at As at

({)(<)({)(r)

(1,416,908) 9,640,3372,724,777 38,877

707,809 9,679,208

707,809 9,679,208

As at

31.03.201s 3L.03.20L4

#REF !

1,1L,262

28,44s3,337,71.L

176,078

3,477,4t9 L76,O78

As at

31.03.2015 31.03.2014

({)({)

({)(<)

482,784383,007

5,260

3,983L,L60,788

,o 10q

2,O34

871,05t 1,195,ooo

41 22"0 Annual Report 2014-2015


19. COST OF FINISHED PRODUCT

Inventory at the beginning of the year

Add: Purchases

Less: lnventory at the end of the year

Cost of Finished Product

Details of Product Purchased

Building MaterialsChemicals

Steel

19A. CINEMA EXPENSES

Cinema Expenses

Diesel ExpensesFlarfriritrr Fvnen<eq

Rent - Cinema

Professional Fees

Entertainment Expenses

Miscellaneous ExpensesPrnrcccins Fepq

20. (TNCREASE)/DECREASE lN INVENTORIES

Inventory at the end of the YearFinished Goods

Inventory at the beginning of the year

Finished Goods

21. EMPLOYEE BENEFIT EXPENSES

Salaries & Wages

Bonus

As at

31,03.2015 31.03.2014

74,376 104,9t7

(r)({)

14,376 LO4,9I7

As at

31.03.2015

({) (<)

ffi /uecrease

14,376 tO pL7

As at

31.03.2015 3L.O3.20L4({) ({)

77,789

6,20020,928

to4,9L7

359376

8000

67570

88026

136336

1.31373

31888

54550

877.LLg

(<)

31.03.2015

31.03.2014

As at

31.03.2015 3t.O3.20L4({)(<)

449,686

26,000

284,r0422,250


475,686 305,354


22. OTHER EXPENDITURE

Advertisement Expenses

Carting

C- Form CST 2% Input

Tn nsportati on Expenses

Annual listing and Custody fees

Annual Demat Charges & Brokerage

Conveyance Expenses

Donation

Digita I Signature Certificate

Municipal Corporation Tax/ Property Tax

Office Expenses

UII CE KENI

Post & Telephone Expenses

Pr rting & Stationery & Zerox ExpensesP'cfessional Fees'ira. elling Expensesr.'ehicle Expenses

Selyice tax and ROC charges

D rector Remuneration

Auditors Remuneration

Fixed Asset Written off

Payment to Auditors

As AuditorFor Taxat ion Matters

23. FINANCE COST

Bank Charges

I nterest

As at

31.03.2015 31.03.2014

({)({)6,633

450

r32,s29

4,087

13,224

25,000

3,000

10,826

134,4s0

540,000

79,3L2

34,639

91,862

4,53s

232,214

11,880

300,000

28,500

19,L13

1,000

L,492

84,270

15,150

5,713

80,918

540,000

80,762

8,944

25,086

185,559

5,500

300,000

22,472

L,672,249 t,364,42L

As at

31.03.2015 31.03.2014

({)(<)

28,500 22,472

28,500 22,472

As at31.03.2015 31.03.2014

(r)(r)3,401.

3,097

2,940

230,L36

5,498 233,076

43 22"o Annual Report 2014-2015

MIRCON FACtLtTtES LtM|TED

NOTES FORMTNG PART OF THE ACCOUNTS :

1. SIGNIFICANTACCOUNTING POLICIES :

A. Basis of Presentationa. The financialstatements have been prepared underthe historicalcostconvention and on the

basis of going concern, in accordance with the generally accepted accounting principles andprovisions.

b. The Company generally follows mercantile system of accounting and recognises significantitems of income and expenditure on accrual basis. lnsurance and other claims are accountedforas and when admitted bytheappropriate authorities.

B. Fixed Assets:Fixed Assets are recorded at cost before depreciation. The company capitalises all direct costs relatingto the acquisition and installation of fixed assets.

Depreciation:Depreciation is charged on fixed assets as per the Straight Line Method at the rates and in the mannerprescribed u nder Schedu le | | to the Compan ies Act, 201_3.

Deferment of Taxes:

Current tax is determined as the amount of tax payable in respect of taxable income for the period.Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being thedifference between taxable income and accounting income that originate in one period and arecapable of reversal in one or more subsequent periods.

Du ring the year a Deferred Tax Assets of Rs. N lL has been utilized for carried forwa rd una bsorbed lossesof the company. However looking to the business circumstances it is less probable that the companywill be able to earn sufficient profits in future to absorb the huge unabsorbed losses to this extent thedeferred tax assets should not be recognized bythe company.

In the opinion of the Board, the Current Assets, Loans and Advances are approximately of the valuestated, if realised, in the ordinary course of business. Provision for all known liabilities is adequate anonot in excess of the a mount reasonably necessary.

3. Debit and Credit Balance in party accounts are subject to confirmation and reconciliation.

D.

2.

4.

5.

Contingent Liabilities not provided for in respect of :

a. Estimated amount of contracts remaining tobe executed on CapitalAccount not providedfor in the Books of Accounts

b. Claims against Company/disputed liabilitiesnot acknowledge as debts.

Earning in Foreign Currency

Rs. Nil

Rs. Nil

Rs. Nil

22"" Annual Report 2014-2015 44

MRCON FACILITIES LIMITED

6. ClFValueoflmport&Expenditures: Rs.Nil

7 . Quantitative Information : Not Applicable8. Thecompanyhasnotwrittenoff Misc. ExpenditureRs. r.2, 59,32g/_asperAS_26.9' Advances for Real Estate amounting to Rs, 3,39,88,585/- is carried forward subject to confirmation andreconciliation.L0' Pursuant to AS-22, The effect of deferred tax liability of Rs. g,12, 1.12/- forthe year ended 3,_st March20L5 has been debited to profit & loss account.11. Deferred Tax Assets / Liabilities :

L2. Calculation of Deferred T

e stated at Cost.14' The Name of the company has been changed to'AARCoN FAcrLrilEs LrMrrED,,from,R.B. GUprAF I NAN CtA LS Lt M tTE D,, w.e.f. 26.1.L.201,3.15' Company has commenced its new segment of business of entertainment taking cinema onlease' No other business is carried o., hur,.u no segment reporting is required.16' Figures for the previous period have been re-grouped /ie-arranged wherever necessary to correspondwith the figures of the current year.

FORAMIN PARIKH&CO.CHARTERED ACCOUNTANTSF.R.N.100332W

CA. SAMIR R. PARIKHPARTNER

M.No.41506VADODARADATED: May30,2015

On Behalf of the BoardAARON FACI LITIES LIMITED



DATED: May30,2015

i. Deferred Tax Liabilities forTem porary Differences Depreciation

1.,25,O49/- (1,8,21.3/-)

ii. Deferred Tax Asset fortemporary difference Una bsorbed Losses 44,99,436/- 54,53,9r0/-Deferred Tax Assets (tJet) 46,23,495/- 54,35,597 /-

AX ssets/(t iahilitip

PARTICUTARS UPTO07.o4.2014 DURING THE YEAR AS AT 31.03.2015

DTL

Difference between WD.V. asper books and as per Income Tax

(1.8,21,3/-) L,43,262/- 1,,25,049/-

DTA

Carried Forward Loss54,53,910/- 9,55,374/- 44,99,436/-

NEr DTA/(DTr) 54,35,597 /- 8,L2,L12/- 46,23,495/-J. Investments ar



ATTENDANCE SLIPAARCON FACILITIES LIMITED (Formerly known as R B GUPTA FINANCIALS LIMITED)

(CIN : L659 lOGJ 1993PLCO19057)REGISTEREDOFFTCE:401,402, Earth Complex, Opp. Vaccine Institute, Old Padra Road, Vadodara,

Gujarat,390015E-mail lD: [email protected]

TWENTY SECOND ANNUAL GENERAL MEETING

Wednesday, the 30th September, 2015 at 9'00 a.m.

l/We, beingthe member(s), holding

PROXY FORM

shares ofthe above named Company, hereby appoint:

(1)

(2)

(3)

Name: Address:

E-maillD:

Name:

Signature

Address:

or fa iling him / h er

t-maI tu:

Name:

Signature

Address:

or failing him / her

E-maillD: Signature

as my/our proxy to attend a nd vote {on a poll) for me/us and on my/ou r behalf at the Twenty second Annual General Meeting of

the Company, to be held on Wednesday, 30th September, 2015 at 11.00 a.m. at registered office of the company at 40t-402,

Ea rth Com plex, Opp. Vaccine Institute, Old Padra Road, Vadoda ra - 39L243, Guja rat and at any adjournment thereof in respect

of such resolutionsasare indicated below:

Resolution No. Resolutions Optional*

For Against

Ordinary business

1. Adoption ofAccounts

t. Appointment of Mrs. Anupama Bharat Gupta as Director

3. Re-appointment of Statutory Auditors

Signed this

lD No.

day of 2015Affix Revenue Stamp Re. 1/- Member's Folio/DP lD - Cllent

Signature of shareholder(s)

Signature of proxy holder(s)

Note:

This form of proxy in order to be effective should be duly completed and deposited at the registered office of the

company, not less than 48 hou rs before the commencement of the Meeting.

For the resolutions and notes, please refer to the notice of twenty second Annual General Meeting.

It is optiona I to put 'X' in the appropriate colu mn against the Resolutions indicated in the Box. lf you leave the 'For' or

'Against'column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he/she

thinks appropriate.

please com plete all details including details of member(s) in a bove box before su bmission.

1.

2.

3.

4.

47 22"0 Annual Report 2014-2015

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RB Gupta Financials Ltd (ONF)(230915) · 2015-09-25 · AARCON FACILITIES LIMITED NOTICE NOTICE is...

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Transcript of RB Gupta Financials Ltd (ONF)(230915) · 2015-09-25 · AARCON FACILITIES LIMITED NOTICE NOTICE is...