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Amani Trading & Exports Ltd.

BSE: 512008 Sector: Others
NSE: N.A. ISIN Code: INE886D01018
BSE LIVE 14:09 | 02 Dec 45.00 -1.75
(-3.74%)
OPEN

45.00

HIGH

45.00

LOW

45.00

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 45.00
PREVIOUS CLOSE 46.75
VOLUME 300
52-Week high 54.20
52-Week low 45.00
P/E 65.22
Mkt Cap.(Rs cr) 3.15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 45.00
CLOSE 46.75
VOLUME 300
52-Week high 54.20
52-Week low 45.00
P/E 65.22
Mkt Cap.(Rs cr) 3.15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Amani Trading & Exports Ltd. (AMANITRADEXP) - Director Report

Company director report

Your Directors take pleasure in presenting the 31st Annual Report of yourCompany togethe with audited statement of accounts for the year ended on 31stMarch 2015.

1. FINANCIAL RESULTS

Your Company's performance during the above year is summarized below:

(Rupees in Lacs)

Particulars March 31 2015 March 31 2014
Profit / (Loss) before tax 800889 781284
Less : Provision for tax
(a) Current Tax 247500 242000
(b) Short Provision of Income Tax 10749 -
Profit / (Loss) after tax 549140 539284
Add: Balance brought forward from previous year 6878842 6339558
Balance carried to Balance Sheet 7427982 6878842

2. DIVIDEND

Your Directors regret their inability to recommend any dividend on the equity shares inview of the losses suffered by your Company during the year under review.

3. RESERVES

In view of the losses incurred by your Company no amount has been transferred togeneral reserve

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Company has made a Profit of Rs.5.49 lacs compared to Profit of Rs.5.39 lacs inprevious year. The Company has continued its activity of trading in cotton fabrics. Yourdirectors are putting in their best efforts to improve the performance of the Company inthe coming years.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF YOURCOMPANY 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 Report exceptas stated specifically in this Report.

6. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any subsidiary / joint venture company for the year ended 31stMarch 2015.

7. DEPOSITS

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.

8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO(PENDING)

As required under Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 the information relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange earnings & outgo forms part of this Report and annexedat Annexure-1.

9. RISK MANAGEMENT

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.

10. 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.

11. 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.

12. 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 disclosure inForm AOC-2 is not required.

13. EXPLANATION / COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY

There are no adverse remarks reservations or remarks or disclaimers made by StatutoryAuditors in their report on the financial statements.

Mr. Anish Shah Practising Company Secretary was appointed to carry out the secretarialaudit for the year ending 31st March 2015 in terms of provisions of Section204 of the Companies Act 2013. The Secretarial Audit Report is annexed with this Report.There are no qualifications reservations or adverse remarks in the said Secretarial AuditReport.

14. 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. The said policy may be referred to at theCompany's website at http://www.amanitrading.in

15. ANNUAL EVALUATION OF BOARD'S PERFORMANCE

A Meeting of the Independent Directors weld held during the year ended on 31.03.2015.In accordance with the policy laid down by the Nomination and Remuneration Committee (NRC)and approved by the Board the NRC has carried out evaluation of performance ofIndependent Directors. The Board of Directors also undertook evaluation of its ownperformance committees of the Board and all individual directors. After such evaluationthe Board came to the conclusion that the Board as a whole as well as all its Membersindividually and the Committees of the Board continued to adhere to the standards of goodgovernance and continuous improvement in processes and procedures. The Board notes thatevery individual Member of the Board and its Committees have contributed in the sustainedoperations and overall performance of the Company.

16. 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 annexed at Annexure-2.

17. WEBSITE OF YOUR COMPANY

Your Company maintains a website www.amanitrading.inwhere detailed information of the Company and specified details in terms of the CompaniesAct 2013 and the Listing Agreement have been provided.

18. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year 2014-2015 the meeting of Board of Directors of the Companyconducted five times.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year Mrs. Aashini A. Shah {DIN: 06935369) has been appointed as Director inaccordance with Section 149 and the Companies {Appointment and Qualifications of Director)Rules 2014.

In accordance with the Article of Association of the Company and the provision of theCompanies Act 2013 Mrs. Aashini A. Shah Director {DIN: 06935369) retires by rotationand being eligible seeks reappointment.

Mr. Noel S. Benjamin Company Secretary and Chief Financial Officer have resigned fromthe both posts with effect from 15th September 2014.

Mr. Sohit Mehta has been appointed as Company Secretary of the Company with effect from15th September 2014 and Mr. Navinchandra J. Bhavsar has been appointed as theFinancial Officer of the Company with effect from 1st February 2015.

20. DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration to the Company stating theirindependence pursuant to Section 149{6).

21. STATUTORY AUDITORS

M/s. Dhirubhai Shah & Doshi Chartered Accountants {Firm Registration No. 102511W)holds office upto the ensuing Annual General Meeting and being eligible offer themselvesfor reappointment. The Company has received letter from them to the effect that theirappointment if made would be within the prescribed limits under Section 141{3){g) of theCompanies Act 2013 and that they are not disqualified from appointment.

22. SECRETARIAL AUDIT REPORT

Mr. Anish Shah Practising Company Secretary {Certificate of Practice No. 2839) hasbeen appointed as the Secretarial Auditor of the Company for the financial year ending 31stMarch 2015. The Secretarial Auditor's Report for the financial year ending 31stMarch 2015 is annexed to the Board's Report at Annexure-3.

23. LISTING WITH STOCK EXCHANGES

Your Company is listed with the BSE Limited and Ahmedabad Stock Exchange of India Ltdand the Company has paid the listing fees to each of the Exchanges.

24. DISCLOSURE OF COMPOSITION OF AUTIT COMMITTEE AND VIGIL MECHANISM

In terms of Section 177(8) of the Companies Act 2013 Shri Keyur Parikh Shri MayorParikh and Shri Anish Shah are the members of the Audit Committee of the Company ShriKeyur Parikh is the Chairman of the Audit Committee of the Board of Directors of theCompany.

Your Company has established Vigil Mechanism (whistle blower policy) for Directors andemployees to report their genuine concerns and the same is displayed on the website of theCompany.

25. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Revised Clause 49 of the Listing Agreement as per SEBl Circular No CIR/CFD/POUCYCELL/7/2014 dated 15.09.2014 does not apply to your Company and hence provisions relatingto report on corporate governance along with Management Discussion and Analysis Report arenot applicable.

26. PARTICULARS OF EMPLOYEES

The Details in terms of sub-section 12 of Section 197 of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are forming part of this report and are annexed as Annexure-4to thisReport.

The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) and Rule 5 (3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 forms part of this report. In termsof Section 136 of the Companies Act 2013 the same is open for inspection at theRegistered Office of the Company. Copies of this statement may be obtained by the membersby writing to the Company Secretary.

27. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 the Directors state 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 loss 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 ofa!! applicable laws and that such systems were adequate and operating effectively

28. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend voting or otherwise

b. Issue of shares {including sweat equity shares) to employees of the Company underany scheme including Employee Stock Option Scheme.

c. Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

During the year under review no significant and materia! orders were passed by theRegulators or Courts or Tribunals which impact the going concern status and Company'soperations in future.

Your Directors further state that during the year under review there were no casesfiled pursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressai) Act 2013.

29. APPRECIATION

Your Directors express their gratitude for the dedicated services put in by all theemployees of the Company.

30. ACKNOWLEDGEMENTS

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.

Regd. Office: 32 Milanpark Society For and on behalf of the Board
Nr. Jawahar Chowk Maninagar
Ahmedabad - 380 008
E Mail - amaniexoorts@vahoo.co.in
Ph.:- 079-25462907 Anish A. Shah Keyur Parikh
Date: 30/05/2015 Managing Director Director
Place: Ahmedabad

ANNEXURES TO THE BOARD'S REPORT

Annexure-l

Conservation of Energy Technology Absorption and Foreign Exchange Earning and outgo.

The Information under Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 for the year ended March 31 2015 is given here below and forms partof the Director's Report.

A. Conservation of Energy

The principal business of the Company is of trading in cotton fabrics and thereforethe operations of the Company do not consume high level of energy. No capital investmenthas been made by the Company on energy conservation equipments.

B. Technology Absorption

The Company has no activity regarding technology absorption. The Company has notincurred any expenditure on research and development activity.

C. Foreign Exchange Earning and Outgo

During the year under review there are no foreign exchange earnings and outgo.

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