Your Directors take pleasure in presenting their 33rd report on the business andoperations of your Company along with audited financial statement for the year ended on31st March 2017.
1. FINANCIAL PERFORMANCE:
(Rupees in Lacs)
|Particulars ||F.Y. 2016-17 ||F.Y. 2015-16 |
|Profit / (Loss) before tax ||403209 ||(13715) |
|Less : Provision for tax || || |
|(a) Current Tax ||120000 ||- |
|(b) Short Provision of Income Tax || ||6473 |
|Profit / (Loss) after tax ||283209 ||(20188) |
|Add: Balance brought forward from previous year ||7407794 ||7427982 |
|Balance carried to Balance Sheet ||76 96003 ||7407794 |
DIVIDEND & RESERVES
Your Directors regret their inability to recommend any dividend on the equity shares inview of the carried forward losses of earlier years.
Further no amount has been transferred to any reserves. All the amount of profitincurred is transferred to the carry forward balance of Profit and Loss Account.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Your Company has reported a profit of Rs. 2.83 Lacs as compared to loss of Rs. 0.20Lacs in previous year. The Company has continued its activity of trading in cottonfabrics. Your directors are putting in their best efforts to improve the performance ofthe Company in the coming years.
At present the Authorized Share Capital of the Company stands at Rs. 75 Lacs and thepaid up capital stands at Rs. 69.97 Lacs. There has been no change in the share capitalduring the period ended 31st March 2017.
The Company has not accepted any deposits from Shareholders and Public felling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on 31st March 2017.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF OURCOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
There are no material changes and commitments which affect the financial position ofthe company occurring between the end of financial year and the date of this Reportexcept as stated specifically in this Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any subsidiary joint venture or associate company for theyear ended on 31st March 2017.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014. Therewere no unpaid or unclaimed deposits as on March 312017.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 forms part of this Report and annexedat Annexure- 1.
The Company has set up a risk management framework to identify monitor minimizemitigate and report and also to identify business opportunities. The executive managementoversees the risk management framework and the Audit Committee evaluates internalfinancial controls and risk management systems. In the opinion of Board there are no riskwhich may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITIES INITIATIVES
The requirements of corporate social responsibility in terms of Section 135 of theCompanies Act 2013 does not apply to your company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF COMPANIESACT 2013
There are no loans granted or guarantees given or security provided or investments madeunder Section 186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The members may note that all transactions entered into by the Company with the RelatedParties were on arm's length basis and in the ordinary course of business and thereforeprovisions of Section 188 of the Companies Act 2013 are not attracted. Thus disclosurein Form AOC-2 is not required. Transactions with related parties as per requirements ofAccounting Standard 18 are disclosed in the notes to accounts annexed to financialstatements.
NOMINATION AND REMUNERATION POLICY
A Nomination and Remuneration Policy has been formulated pursuant to the provisions ofSection 178 and other applicable provisions of the Companies Act 2013 and Rules theretostating therein the Company's policy on nomination and remuneration of Directors KeyManagerial Personnel and Senior Management and approved by the Board of Directors. Thesaid policy may be referred to at the Company's website at http://www.amanitrading.in
ANNUAL EVALUATION OF BOARD'S PERFORMANCE
Pursuant to the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and in accordance with the policy laid downby the Nomination and Remuneration Committee (NRC) as approved by the Board of Directorsthe Board has carried out an annual evaluation of its performance its Committees and allindividual Directors.
In a separate meeting of Independent Directors performance of Non IndependentDirectors performance of the Board as a whole and performance of the Chairman &Managing Director was evaluated.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure-2.
WEBSITE OF YOUR COMPANY
Your Company maintains a website www.amanitrading.in where detailed information of theCompany and specified details in terms of the Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 have been provided.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
During the year 4 (four) meetings of the Board of Directors were held as requiredunder the Companies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. viz; 27th May 201612th August 20169th November 2016 and 10thFebruary 2017.
APPOINTMENT RE-APPOINTMENT AND RESIGNATION OF DIRECTORS
During the year following changes have occurred in the Board of Directors of theCompany;
Mr. Anish A. Shah Managing Director of the company was re-appointed as ManagingDirector of the company for period of three (3) years w.e.f. 01.06.2017 i.e. upto31.05.2020 without payment of remuneration by the Board of Directors of the company atits meeting held on 20.05.2017 on recommendation of Nomination & RemunerationCommittee subject to the approval of Shareholders at the 33rd Annual General Meeting ofthe Company. A brief profile of Mr. Anish A. Shah has been given in the Notice conveningthe 33rd Annual General Meeting.
In accordance with the Article of Association and the relevant provisions of theCompanies Act 2013 Mr. Anish A. Shah (DIN No. 00156517) retires by rotation and beingeligible seeks reappointment.
After closure of the financial year following changes have occurred in the Board ofDirectors of the Company;
Mr. Jainik G. Shah was appointed as an Additional Director of the Company in thecapacity of Independent Director w.e.f. 12.08.2017 for a term of five (5) years by theBoard of Directors w.e.f. 12.08.2017. who holds office upto the date of 33rd AnnualGeneral Meeting and is eligible for appointment as Director. The Company has receivednotice under Section 160 of the Companies Act 2013 from a member signifying the intentionto propose the candidature of Mr. Jainik G. Shah for the office of the Director. A briefprofile of Mr. Jainik G. Shah has been given in the Notice convening the 33rd AnnualGeneral Meeting.
Mr. Mayur J. Parikh resigned as an Independent Director of the Company w.e.f. 11thAugust 2017. The Board of Directors places on record their appreciation for thecontribution made by him during his tenure with the company.
DETAILS OF KEY MANAGERIAL PERSONNEL
In accordance with Section 203 of the Companies Act 2013 the Company have Mr. AnishA. Shah who is acting as Managing Director of the Company Mr. Navinchandra Bhavsar asChief Financial Officer and Mr. Sohit D. Mehta as Company Secretary of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3) (c) and 134 (5) of the Act that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
(f) the directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively
DECLARATION OF INDEPENDENT DIRECTORS
All the Independent Directors have given their declaration to the Company stating theirindependence pursuant to Section 149(6) and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The terms and conditions of the appointment ofIndependent Directors have been disclosed on the website of the Company atwww.amanitrading.in
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECOTRS
In compliance with the requirements of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarization Program forthe Independent Directors to familiarize them with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model etc. The details of the Familiarization Program is available on the websiteof the Company at www.amanitrading.in.
PARTICULARS OF EMPLOYEES
(i) The ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. are forming part of this report and is annexed as Annexure - 3 tothis Report.
(ii) The statement containing particulars of employees as required under Section197(12) of the Companies Act 2013 read with Rule 5(2) and Rule 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport. However the said statement is not being sent along with this Annual Report to themembers in line with the provisions of Section 136 of the Companies Act 2013. The same isopen for inspection at the Registered Office of the Company. Copies of this statement maybe obtained by the members by writing to the Company Secretary.
Pursuant to the provisions of section 139 of the Companies Act 2013 read withapplicable Rules the term of office of M/s. Dhirubhai Shah & Doshi CharteredAccountants (Firm Registration No. 102511W) as Statutory Auditors of the Company shallcome to an end at the conclusion of the forthcoming Annual General Meeting of the Company.
The Board of Directors places on record its appreciation for the services rendered byM/s Dhirubhai Shah & Doshi Chartered Accountants Ahmedabad as Statutory Auditors ofthe Company.
Subject to the approval of the members the Board of Directors has recommended theappointment of M/s. Mukesh M. Shah & Co. Chartered Accountants Ahmedabad (FirmRegistration No. 106625W) as the Statutory Auditors of the Company pursuant to section 139of the Companies Act 2013.
The Company has received letter from them to the effect that their appointment ifmade would be within the limits prescribed under Section 141(3) (g) of the Companies Act2013 and that they are not disqualified from appointment.
SECRETARIAL AUDIT REPORT
Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. A.Shah & Associates Practicing Company Secretary Ahmedabad (Certificate of PracticeNo. 6560) to undertake the Secretarial Audit of the Company for the financial year ended31st March 2017. The Secretarial Audit Report is annexed herewith as Annexure - 4.
REPORTING OF FRAUD BY AUDITORS
There have been no instances of fraud reported by the Auditors u/s 143 (12) of theCompanies Act 2013 and rules framed thereunder either to the company or to the CentralGovernment.
EXPLANATIONS / COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY.
The observations of Statutory Auditors in their report on the financial statements areself explanatory and therefore do not call for any further comments.
M/s. A. Shah & Associates Practicing Company Secretary was appointed to carry outthe secretarial audit for the year ended 31st. March 2017 in terms of provisions ofSection 204 of the Companies Act 2013. The Secretarial Audit Report is annexed with thisReport. There are no qualifications reservations or adverse remarks in the saidSecretarial Audit Report.
DISCLOSURE OF COMPOSITION OF BOARD COMMITTEE AND VIGIL MECHANISM CONSTITUTION OF BOARD
During the beginning of the Financial Year 2016-17 the Board of the Company comprisedof four Directors out of which two were Promoter Directors and other two werenon-promoter Independent Directors. However After the Closure of financial year and as onthe date of this report following is the composition of Board.
|Sr Name of the Director No. ||Designation |
|1. Mr. Anish A. Shah ||Managing Director |
|2. Mr. Aashini A. Shah ||Non Executive-Non Independent Director |
|3. Mr. Jainik G. Shah ||Non Executive-Independent Director |
|4. Mr. Keyur J. Parikh ||Non Executive -Independent Director |
The composition of Board complies with the requirements of the Companies Act 2013.Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") the Company is exemptedfrom requirement of having composition of Board as per Listing Regulations.
None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.
COMMITTEES OF BOARD
Your Company has constituted several Committees in compliance with the requirements ofthe relevant provisions of applicable laws and statutes details of which are givenhereunder.
1. AUDIT COMMITTEE
Audit Committee meeting is generally held once in quarter for the purpose ofrecommending the quarterly/half yearly/ yearly financial results and the gap between twomeetings did not exceed one hundred and twenty days. Additional meeting is held for thepurpose of reviewing the specific item included in terms of reference of the Committee.The Audit Committee met four times during the financial year 2016-17 viz; 27th May201612th August 20169th November 2016 and 10th February 2017.
The composition of the Committee and the details of meetings attended by its membersare given below:
| || |
Number of meetings during the financial year 2016 -17
|Sr. No. Name of Director ||Held ||Attended |
|1 Mr. Keyur Parikh ||4 ||4 |
|2 Mr. Mayur Parikh ||4 ||4 |
|3 Mr. Anish A. Shah ||4 ||4 |
Further the Audit committee Comprises of the following directors as on the date of theBoard Report.
|Sr. No. Name of Director ||Category ||Designation |
|1 Mr. Keyur Parikh ||Non-Executive Independent Director ||Chairman |
|2 Mr. Jainik G. Shah ||Non-Executive Independent Director ||Member |
|3 Mr. Anish A. Shah ||Executive Non-Independent Director. ||Member |
Mr. Keyur Parikh the Chairman of the Committee had attended last Annual GeneralMeeting of the Company held on 23rd September 2016
Further Mr. Sohit Mehta Company Secretary is acting as a secretary of the committee.
Recommendations of Audit Committee wherever and whenever given have been accepted bythe Board.
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company atwww.avivaindustries.com.
2. Nomination and Remuneration Committee
The Company has formed Nomination and Remuneration committee in line with theprovisions Section 178 of the Companies Act 2013. Nomination and Remuneration Committeemeetings are generally held for identifying the person who is qualified to becomeDirectors and may be appointed in senior management and recommending their appointmentsand removal.
The Nomination and Remuneration committee Comprises of the following directors as onthe date of the Board Report.
|Sr. No. Name of Director ||Category ||Designation |
|1 Mr. Jainik G. Shah ||Non-Executive Independent Director ||Chairman |
|2 Mr. Keyur Parikh ||Non-Executive Independent Director ||Member |
|3 Mrs. Aashini A. Shah ||Non-Executive Non-Independent Director ||Member |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS OF THE COMPANY.
There has been no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operations. All orders receivedby the Company during the year are of routine in nature which have no significant /material impact.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY.
Your Company has laid down the set of standards processes and structure which enablesit to implement internal financial control across the organisation and ensure that thesame are adequate and operating effectively. To maintain the objectivity and independenceof internal audit the Internal Auditor reports to the Chairman of the Audit Committee ofthe Board.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol systems in the Company its compliance with the operating systems accountingprocedures and policies of the Company. Based on the report of Internal Auditor theprocess owners undertake the corrective action in their respective areas and therebystrengthen the control. Significant audit observation and corrective actions thereon arepresented to the Audit Committee of the Board.
LISTING WITH STOCK EXCHANGES
Your Company is listed with the BSE Limited and Ahmedabad Stock Exchange and theCompany has paid the listing fees to each of the Exchanges.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 andPara C D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 does not apply to your Company and hence provisions relating to report oncorporate governance are not applicable. The Management Discussion and Analysis Reportforms part of this Report and are annexure as Annexure -5 to this Report.
Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were no'transactions occur on these items during the year under review;
(i) Details relating to deposits covered under Chapter V of the Act;
(ii) Issue of Equity Shares with differential rights as to dividend voting orotherwise;
(iii) Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;
(iv) Annual Report and other compliances on Corporate Social Responsibility;
(v) There is no revision in the Board Report or Financial Statement;
(vi) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future;
(vii) Information on subsidiary associate and joint venture companies.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
Your Directors state that during the year under review there were no cases filedpursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
Your Directors express their gratitude for the dedicated services put in by all theemployees of the Company.
Your Directors places on record their sincere thanks to the customers vendorsinvestors banks and financial institutions for the continued support. Your Directors arealso thankful to the Government of India State Government and other authorities for theirsupport and solicit similar support and guidance in future.
| ||For Amani Trading and Exports Limited |
| ||Anish A. Shah |
|Date: August 122017 ||Managing Director |
|Place: Ahmedabad ||DIN:00156517 |