Your Directors are pleased to present their Annual Report on the Business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2015.
The financial performance of your Company for the year ended March 31 2015 issummarized below:
|Particulars ||2014-2015 ||2013-2014 |
|Sales ||64.59 ||60.43 |
|Other Income ||12.74 ||9.32 |
|Total Income ||77.33 ||69.75 |
|Total Expenses ||67.93 ||61.59 |
|Profit/(Loss)Before Tax ||9.41 ||8.16 |
|Tax ||- ||- |
|Current Tax ||- ||2.50 |
|Deferred Tax ||- ||- |
|Net Profit After Tax ||9.41 ||5.66 |
The Company has achieved modest profit of Rs. 9.41 lacs (previous year profit was Rs.5.66) due to cost control exercise & better product mix.
The Company main activities is manufacturing of Notebook & servicing of all brandsof computers laptop tab etc.
The Board of Directors does not recommend any Dividend for the year under review.
Subsidiaries Joint Ventures and Associates Companies
The Company does not have any subsidiaries joint venture & associates Company.
Acceptance of Fixed Deposits
The Company has not accepted any Fixed Deposits from general public within the purviewof Section 73 of the Companies Act 2013 during the year under review.
Consolidated Financial Statement
The audited consolidated financial statement of the Company prepared in accordance withrelevant Accounting Standards (AS) issued by the Institute of Chartered Accountants ofIndia forms part of this Annual Report. The Compliance Officer will make these documentsavailable upon receipt of a request from any member of the Company interested in obtainingthe same. These documents will also be available for inspection at the Registered Officeof your Company during working hours up to the date of the Annual General Meeting.
Other Corporate Information
The Registered Office of the Company was shifted to the present premises in Andheri(west) Mumbai on 21st January 2015. The face value of the equity shares of the Companywas split from Rs. 10/- to Re. 1/- during August 2014.
Particulars Of Contract Or Arrangement With Related Party
There is no transaction with Related Party which requires disclosure under Section134?(h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014.The policy on materiality of related party transactions and also on dealing with relatedparty transactions as approved by the Board may be accessed on the Company website.
Loans Investment And Guarantees By The Company
There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013. Particulars ofInvestment made/loan given under section 186 of the Companies Act 2013 are provided inthe financial statement.
Internal Financial Controls
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.
Disclosures under Section 134(3)(I) of the Companies Act 2013
No material changes and commitments which could affect the Company financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.
Number Of Meeting Of Board Of Directors
The Board of Directors have met 8 times and Independent Directors once during the yearended 31st March 2015 in accordance with the provisions of the Companies Act 2013 andrules made there under. All the Directors actively participated in the meetings andcontributed valuable inputs on the matters brought before the Board of Directors from timeto time.
Mr. Mohit Tyagi Director of the Company have resigned on 19th December 2014 onaccount of his pre-occupation. The Board of Directors of the Company places on record thevaluable contribution given to the Company during their tenure.
The Company has formulated a policy on director appointment & remunerationincluding criteria for determining qualifications positive attributes independence ofdirector & other matters as provided under section 178(3) of the Companies Act 2013& such policy is annexed with the Director Report. The details of familiarizationprogramme for Independent Directors have been disclosed on website of the Company.Pursuant to the provisions of the Companies act 2013 and Clause 49 of the ListingAgreement evaluation of every Directors performance was done by the Nomination andRemuneration Committee. The performance evaluation of the Non - Independent Directors andthe Board as a whole committees thereof and the chair person of the company was carriedout by the Independent Directors. Evaluation of the Independent Directors was carried outby the entire Board of Directors excluding the Directors being evaluated. A structuredquestionnaire was prepared after circulating the draft norms covering various aspects ofthe evaluation such as adequacy of the size and composition of the Board and Committeethereof with regard to skill experience independence diversity attendance and adequacyof time given by the directors to discharge their duties Corporate Governance practicesetc. The Directors expressed their satisfaction with the evaluation process. The followingpolicies of the company are attached herewith and marked as Annexure 1 Annexure 2A andAnnexure 2B. Policy on appointment of Directors and Senior Management (Annexure 1) Policyon Remuneration to Directors' (Annexure 2A) Policy on Remuneration of Key ManagerialPersonnel and Employees (Annexure 2B).
Declarations by Independent Director
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013. As per Section 149 of the Companies Act 2013 an independentdirector shall hold office for a term up to five consecutive years on the board of acompany but shall be eligible for reappointment for another term up to five years onpassing of a special resolution by the company and disclosure of such appointment inBoard's Report. Further Section 152 of the Act provides that the independent directorsshall not be liable to retire by rotation in the Annual General Meeting ('AGM') of theCompany.
As per Revised Clause 49 of the Listing Agreement (applicable from October 1 2014)any person who has already served as independent director for five years or more in acompany as on October 1 2014 shall be eligible for appointment on completion of thepresent term for one more term of up to 5 (five) years only.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. Chirag C. Mehta& Co CharteredAccountants is eligible to hold the office for a period of five years up to 2019. Howevertheir appointment as Statutory Auditors of the Company is subject to ratification by theMembers at every AGM. The Company has received a certificate from the Auditor that he isnot disqualified for reappointment within the meaning of Section 141 of the Companies Act2013 and his appointment if made would be within the limits specified in Section 139 ofthe said Act.
Necessary Resolution for ratification of appointment of said Auditor is included in theNotice of AGM for seeking approvals of the Members.
The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self- explanatory and hence do not call for any furthercomments under Section 217 of the Companies Act 1956.
Directors Responsibility Statement
In accordance with the requirement of Section 134 of the Companies Act 2013 the Boardof Directors of the Company confirms:
i. In the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards have been followed along with proper explanationrelating to material departures.
ii. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year ended 31st March2015.
iii. That the Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.
iv. That the Directors have prepared the Annual Accounts on a going concern basis.
v. There are no material changes & commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate & the date of the report.
vi. That there no contracts or arrangement with related parties referred to insubsection (1) of section 188.
Annual Evaluation By The Board Of Its Own Performance Its Committees And IndividualDirectors
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company.
Details Of Committee Of Directors
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 2014-15 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report. The recommendation by theAudit Committee as and when made to Board has been accepted by it.
During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board. The Management evaluated various risks and that thereis no element of risk
identified that may threaten the existence of the Company.
Whistle Blower Mechanism
The Company has put in place Whistle Blower Mechanism. The detailed mechanism is givenin Corporate Governance Report forming part of this report.
Corporate Social Responsibility
The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.
Conservation Of Energy Technology Absorptions And Foreign Exchange Earnings And Outgo
The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134 of the Companies Act 2013 is notapplicable to the Company considering the nature of its business activities. Further theCompany has not earned nor spends foreign exchange during the year under review.
Particulars Of Employees
None of the employees of the Company is in receipt of remuneration prescribed underSection 197(12) of the Companies Act 2013 read with the Rules 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Significant And Material Orders Passed By The Regulators Or Courts
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.
Secretarial Audit Report
A Secretarial Audit Report for the year ended 31st March 2015 in prescribed form dulyaudited by the Practicing Company Secretary M/s. is annexed herewith and forming part ofthe report.
Extract Of Annual Return
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report. (Annexure - I)
As per clause 49 of the listing agreement with stock exchanges a separate section onCorporate Governance forms part of the Annual Report. A certificate from the Auditors ofyour Company regarding compliance of conditions of Corporate Governance as stipulatedunder clause 49 of the Listing Agreement and a declaration by the Managing Director withregard to Code of Conduct is attached to the Report on Corporate Governance.
Managing Director's Certificate
A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.
Management Discussion And Analysis Report
Management Discussion and Analysis Report for the year under review as stipulatedunder clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.
Presentation Of Financial Statements
The financial statements of the Company for the year ended 31st March 2015 have beendisclosed as per Schedule III to the Companies Act 2013.
A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 2014-2015 is attached to the Balance Sheet. Pursuant to thelegislation Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace Act 2013' introduced by the Government of India the Company has a policy onPrevention of Sexual Harassment at workplace. There was no case reported during the yearunder review under the said policy.
Yours Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future.
We very warmly thank all of our employees for their contribution to your Company'sperformance. We applaud them for their superior levels of competence dedication andcommitment to your Company.
|Place: Mumbai || |
By Order of the Board
|Date: August 31 2015 || |
F or Allied Computers International
| ||(Asia) Limited || |
| ||Sd/- ||Sd/- |
| ||Hirji K Patel ||Rakesh G. Naik |
| ||Managing Director ||Director |
| ||DIN - 00157481 ||DIN - 05236731 |