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Amalgamated Electricity Company Ltd.

BSE: 501622 Sector: Financials
NSE: N.A. ISIN Code: INE492N01014
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Amalgamated Electricity Company Ltd. (AMALGAMATEDELEC) - Director Report

Company director report

TO THE SHAREHOLDERS

Your Directors present the EIGHTIETH ANNUAL REPORT of your Company together withthe Audited Statements of Accounts for the year ended 31st March 2015.

1. FINANCIAL RESULTS

Amount (Rs)

Year ended 31st March 2015 Year ended 31st March 2014
Profit/Loss for the year 51233 (145978)
Less: Provision for Current Tax 9800 --
Total 41.433 (145978)
Less: Prior Year Tax adjustments -- --
Less: Additional Depreciation pursuant to enactment of Companies Act 2013 -- --
Add: Balance of Profit brought forward (5728887) (5582909)
Balance carried to Balance Sheet (5687454) (5728887)

2. DIVIDEND

In view of the accumulated losses the Directors do not recommend any dividend for theyear under report.

3. change in the nature of business if any

There has been no change in the nature of business of the Company.

4. MANAGEMENT Analysis

The Company is exploring diversification into allied activities within the ambit of theObjects Clause in the Memorandum of Association.

5. material changes between the end of the financial year and the date of the boardreport

There has been no material change between the end of the Financial Year and the date ofthe Board Report.

6. DETAILS IN RESPECT OF ADEQuACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

There are adequate internal control procedures commensurate with the size of theCompany and the nature of its business for the purchase of inventory and fixed assets andfor the sale of goods.

7. DETAILS OF SuBSIDIARY/JOINT VENTuRES

As on the date of this Report the Company has no Subsidiary.

8. ASSOCIATE COMPANIES

As on the date of this Report there is no Associate Company.

9. FIXED DEPOSITS

The Company has not invited/accepted any deposits from the public during the year ended31st March 2015. There were no unclaimed or unpaid deposits as on 31stMarch 2015.

10. auditors

M/s N.M.Pandya & Associates Chartered Accountants Mumbai bearing ICAIRegistration No.131008W hold office as Auditors of your Company upto the conclusion of theforthcoming Annual General Meeting. A certificate has been obtained from them pursuant toSection 141(3)(g) of the Companies Act 2013 to the effect that their appointment ifmade would be within the limits prescribed thereunder.

11. auditors’ report

There is no comment/qualification/adverse remark/explanation made by the Auditors intheir Report.

12. SHARE CAPITAL

During the year under report the Company has not issued any shares.

13. NOMINATION AND REMuNERATION COMMITTEE RISK MANAGEMENT COMMITTEE OR ANY OTHERCOMMITTEE

The provisions pertaining to Corporate Governance do not apply to the Company and hencethere is no requirement of constitution of any Committee.

14. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return prepared in Form MGT-9 in pursuance of Section 92 ofthe Companies Act 2013 is annexed and forms part of this Report.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The nature of business being retailing providing information with regard toconservation of energy and technology absorption as required under Section 134 of theCompanies Act 2013 and the Rules thereunder and forming part of this Report does notarise for your Company.

Further the Company neither used nor earned any foreign exchange during the year underreport.

16. corporate social responsibility

Since the Company’s net worth as well as its net profits are both below theminimum prescribed limits the provisions of clause (o) of Section 134(3) of the CompaniesAct 2013 read together with Rule 9 of the Companies (Corporate Social Responsibility)Rules 2014 do not apply and hence disclosures on Corporate Social Responsibility are notrequired to be given.

17. DIREcTORS:

Mr. Milan B. Dalal retires by rotation and being eligible offers himself forreappointment

In terms of the Articles of Association of the Company Mr.Nitin Velhal retires at theensuing Annual General Meeting.

The Company has received a notice in writing from a member proposing the candidature ofMr.Nitin Velhal for appointment as Independent Director. The Company has receiveddeclaration from Mr.Nitin Velhal confirming that he meets with the criteria ofindependence as prescribed under of Section 149(6) of the Companies Act 2013.

Your Directors recommend the appointment of Mr.Nitin Velhal as Independent Director.

During the year under report Ms.Bijal Shroff was appointed Additional Director in thecategory of Woman Director in compliance of the provisions of the Listing requirements.

The Company has received a notice in writing from some members proposing thecandidature of Ms.Bijal Shroff as Independent Director.

The Company has received declaration from Ms.Bijal Shroff confirming that she meetswith the criteria of independence as prescribed under of Section 149(6) of the CompaniesAct 2013.

18. number of meetings of the board of directors

During the year 2014-2015 the Board of Directors met four times viz. on 30thMay 2014; 8th August 2014 12th November 2014 and 23rdJanuary 2015.

19. particulars OF LOANS guarantees OR INVESTMENTS under section 186

The Company has not granted any loans secured or unsecured to companies firms orother parties covered in the register maintained under Section 189 of the Companies Act2013 and hence no information is required to be furnished.

Details of investments in all bodies corporate are given in Note 7 in the FinancialStatements.

20. Particulars OF contracts OR ARRANGEMENTS WITH RELATED parties

The Company's contracts with related partes are given in note no. xv of the FinancialStatements has not entered into any contract or arrangement with related parties.

21. MANAGERIAL remuneration

The Key Managerial Personnel are not paid any rumination.

22. secretarial audit report and cost audit report

M/s Sanjay Soman & Associates Company Secretaries in Whole-time Practice Mumbaiwere appointed Secretarial Auditors of the Company pursuant to the provisions of Section204 of the Companies Act 2013 and the Rules made thereunder.

The Secretarial Audit Report issued by M/s Sanjay Soman & Associates is annexed andforms part of this Report.

The said Report does not contain any qualification reservation or adverse remark ordisclaimer.

Given the nature of the Company’s activities the provisions relating tosubmission of Cost Auditors’ Report do not apply to the Company.

23. corporate governance certificate

The provisions pertaining to Corporate Governance do not apply to the Company and hencethe Company is not required to furnish any certificate with regard to CorporateGovernance.

24. RISK MANAGEMENT POLICY

The provisions pertaining to Corporate Governance do not apply to the Company and hencethe Company is not required to furnish any report regarding Risk Management Policy.

25. PARTICULARS OF EMPLOYEES

During the year under report there was no employee of the category mentioned inSection 134 of the Companies Act 2013 and the Rules thereunder and hence information inthis regard is not required to be furnished.

26. directors’ responsibility statement

As required under Section 134(5) of the Companies Act 2013 the Directors herebyconfirm that:

1. In the preparation of the Annual Accounts the applicable accounting standards havebeen followed;

2. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company at the end of the financial year covered underthis Report and of the profit of your Company for the year;

3. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of your Company and for preventing and detecting fraud and other irregularities;

4. The Annual Accounts have been prepared on a going concern basis.

5. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively.

6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.

27. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co-operation anddiligent efforts of the employees of your Company.

FOR AND ON BEHALF OF THE BOARD
Mumbai MILAN B. DALAL NITIN VELHAL
Dated: 14th August 2015 DIN: 00062453 DIN: 00820859
Registered Office:
Bhupen Chambers Ground Floor
Unit 1 Dalal Street
Fort Mumbai 400 001
CIN: L31100MH1936PLC002497

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