MANAGEMENT DISCUSSION AND ANALYSIS
Amit Securities Ltd.
The Directors take pleasure in presenting their 24th Annual Report togetherwith the standalone and consolidated audited financial statements for the year endedMarch 31 2016 and the Management Discussion and Analysis has also been incorporated intothis Report.
HIGHLIGHTS OF PERFORMANCE ON STANDALONE BASIS:
??Total income for the year decreased by 45.22% to Rs. 307.01 Lakhs as compared to Rs.560.50 Lakhs in the previous year; ??Income from operations for the year was Rs. 283.79Lakhs as compared to Rs. 542.24 Lakhs in the previous year with a decline of47.66%;??Profit before tax for the year was Rs. 50.18 Lakhs as compared to Rs. 58.49 Lakhsin the previous year with a decline of 14.20%;??Profit after tax for the year was Rs.40.37 Lakhs as compared to Rs. 45.59 Lakhs previous year with a decline of 11.44%.
FINANCIAL RESULTS: (Rs. In Lakhs)
|Particulars ||Year ended on |
| ||31.03.2016 ||31.03.2015 |
|Revenue from Operations (Net) and other income ||307.02 ||560.50 |
|Profit Before Tax (PBT) ||50.18 ||58.49 |
|Provision for Tax ||9.80 ||12.89 |
|Profit After Tax (PAT) ||40.38 ||45.59 |
|Less: Minority Interest ||0.00 ||0.00 |
|Balance brought forward from previous year ||211.36 ||165.78 |
|Profit available for Appropriations ||257.74 ||211.36 |
|Surplus carried to the next year's account ||251.74 ||211.36 |
|Paid up Equity Share Capital ||710.00 ||710.00 |
|EPS (Equity Shares of Rs.10/- each) Basic & Diluted (in Rs.) ||0.57 ||0.64 |
Due to requirement of the long term financial resources your directors propose topreserve the profits for the growth of the company and do not recommend any dividend forthe year 2015-16. (Previous year: Nil)
SHARE CAPITAL AND TRANSFER OF AMOUNT TO RESERVES:
The paid up Equity Share Capital as on 31st March 2016 was Rs. 710.00 Lakhsdivided into 71.00 Lakhs equity shares of Rs. 10/- each. (excluding 568200 partly paidup equity shares earlier on which Rs.2272800 were forfeited and the said shares were notre-issued by the Company up to 31st March 2016). During the year under review and theCompany has not issued any shares with differential voting rights nor granted stockoptions nor sweat equity. As on 31st March 2016 none of the Directors of theCompany hold any security or convertible instruments of the Company.
Transfer to reserves:
During the year under review your Company has not transferred any amount to thegeneral reserves. (Previous year: Rs. Nil)
Cash and equivalent to Cash
Cash and cash equivalent as at 31st March 2016 was Rs. 2.68 Lakhs. YourCompany continues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
The details relating to deposits covered under Chapter V of the Act -
|(a) ||Accepted during the year ||: Nil |
|(b) ||Remained unpaid or unclaimed as at the end of the year ||: Nil |
|(c) ||Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved ||: Nil |
Details of deposits which are not in compliance with the requirements of Chapter V ofthe Act:
The Company has not accepted any deposit which are not in compliance of the Companies(Acceptance of Deposits) Rules 2014 during the financial year.
PARTICULARS OF LOANS GUARANTEES SECURITIES OR INVESTMENTS:
Your company has not given any guarantee or provided any security to the other businessentity during the financial year pursuant to the section 186 of the Companies Act 2013.However your company has made Investments and given loans & advances to followingconcern Companies and others. For details please refer the financial statements annexed inthe Annual Report for the year 2015-16.
MANAGEMENT DISCUSSION & ANALYSIS:
Economic Scenario and Outlook:
The economic growth in India accelerated in Fiscal Year 2016 is projected to declineto 7.4% because of slowdown in the public investment and declining exports. The globalgrowth is projected at 3.4 percent in 2016.The Investment will pick up gradually as excesscapacity will fade and deleveraging continues for corporations and banks.
The Indian manufacturing sector seems to be emerging from an almost stagnant state inthe recent past and heading towards a path of growth. This has been acknowledged byvarious multilateral organizations which recently described the Indian economy as one ofthe few bright spots in the global economy. While investments in some of the core sectorsremain a matter of concern the economy is expected to do better in months to come.Similarly Start-up India will supplement the government's efforts to encouragemanufacturing in India.
Particularly geopolitical uncertainties and a renewed rise in the U.S. dollar may be anear-term risk. However the growth rates for India China and Southeast Asia are unlikelyto see significant improvement in 2016 compared to last year.
Industry Outlook and Opportunities:
The Company mainly deals with Investment activities in some of the unlisted closelyheld companies as well as metal trading. The securities market in this financial year washaving virtuous growth. However the Company do not foresee any substantial changes in itsbusiness and profitability in the coming year.
The Company has made investment in the Associate and group-concern companies. Howeverit may be risk free from the changes in the capital market. The Company is making effortsto realize the investment and loans for better deployment for growth of the company.
Risk Management Policy and Internal Adequacy:
The Company recognizes few set of risks need to be managed to protect its customersemployees shareholders and other stakeholders to achieve its business objectives. Riskand opportunity management is therefore a key element of the overall strategy.
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.
Internal Control System:
Your Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.
Associated Risk to the Business:
The Company emphasizes on those risks that threaten the achievement of businessobjectives of the Group over the short to medium term. An overview of these risks isprovided hereafter including the actions taken to mitigate these risks and any relatedopportunities:
i) Strategic and Commercial risks : being taken care by the Risk Management Committeeand reporting to the Board on need basis.
ii) Regulatory compliance risks: The regulatory environment has resulted into increasedregulatory scrutiny that has raised the minimum standards to be maintained by the Company.This signifies the alignment of corporate performance objectives while ensuringcompliance with regulatory requirements. The Company recognizes that regulatoryrequirements can at times be challenging and therefore will strive to understand thechanging regulatory standards so as to strengthen its decision making processes andintegrate these in the business strategy of each of the industries in which it operates.Drive business performance through the convergence of risk compliance processes andcontrols mechanisms to ensure continued operational efficiency and effectiveness.
iii) Financial risks: It includes among others exposure to movements in interest ratesand the Company also maintains sufficient liquidity so that it is able to meet itsfinancial commitments on due dates and is not forced to obtain funds at higher interestrates.
iv) Day-to-day Risk Management: Management and staff at the Company's facilitiesassets and functions identify and manage risk promoting safe compliant and reliableoperations. These requirements along with business needs and the applicable legal andregulatory requirements underpin the practical plans developed to help reduce risk anddeliver strong sustainable performance.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Your Company has a vigil mechanism named vigil mechanism/whistle blower Policy pursuantto Section 177(10) of the Companies Act 2013. Pursuant to the Regulation 15 of the SEBI(LODR) Regulations 2015 the Regulation 22 of the SEBI (LODR) Regulations 2015 is notapplicable to the Company. The Vigil Mechanism Policy has been annexed as 'Annexure-8'With the Board Report.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES :
During the year under review your company is not having any subsidiary and thereforethe financial statements are prepared on standalone basis. The Particulars of theAssociate Companies are given in the 'Form AOC-1' as containing part of the FinancialStatement annexed as 'Annexure-1'.
The Company is an Associate Company :
The Company is an Associate Company of M/s Shailendra Engineering Co. Pvt. Ltd. whichholds 2611700 Equity Shares consisting of 36.78% of the total paid-up capital of theCompany.
BOARD OF DIRECTOR'S & KEY MANAGERIAL PERSONNEL: Independent Directors:
All Independent Directors have given their declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013. Your directorsare satisfied about their independency.
Women Director :
Smt. Aditi Mittal (DIN: 06536363) being the Women Director has resigned from the Boardw.e.f. 16th June 2015. Your directors have taken on record their appreciationfor the services rendered by her in the capacity of women director to the Company.
Smt. Uma Prajesh kumar Halen (DIN: 07208620) was appointed by the Board w.e.f. 16thJune 2015 as an additional director in the category of Women and Independent Director andbeing eligiblewas confirmed and appointed as a Women and Independent Director in the lastAnnual General Meeting of the Company to hold office for a term of five consecutive yearsup to 15th June 2020.
Key Managerial Personnel:
Shri Qamar Ali (M. No.: A39406) Company Secretary was appointed w.e.f. 31stOctober 2015 and has resigned w.e.f. 30.04.2016 due to his pre-occupation. Your directorshave taken on record their appreciation for his services rendered to the Company.
Taking into consideration the requirements of both Companies Act 2013 and SEBI (LODR)Regulations 2015 Ms. Jayanti Chaurasia (M. No.: A41895) Company Secretary has beenappointed as the new Company Secretary and Compliance Officer in the category of the KeyManagerial Personnel of the Company w.e.f. 30th April 2016.
The Company is already having Shri Hemant Sharma as the Managing Director of theCompany being the Key Managerial Personnel.
Directors seeking re-appointment:
The Company is having total 5 Directors in the Board out of them 4 are Independentdirectors and are not liable to retire by rotation. Remaining 1 director i.e. Shri HemantSharma MD was re-appointed as director liable to retire by rotation at the previous AGMwhich was held on 21st September 2015. Hence none of the director is liable toretire by rotation at the AGM of 2016.
Meetings of the Board:
The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from other Board business. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.
The notice of Board meeting is given well in advance to all the Directors. Meetings ofthe Board are held in Indore at the Corporate Office of the Company. The Agenda of theBoard meetings are circulated at least a week prior to the date of the meeting. The Agendafor the Board and Committee meetings includes detailed notes on the items to be discussedat the meeting to enable the Directors to take an informed decision. The Board met 6 (Six)times during the financial year 2015-16 on 28th May 2015; 16th June2015; 12th August 2015; 30th October 2015; 9thNovember 2015 and 11th February 2016. The maximum interval between any twomeetings did not exceed 120 days.
Our definition of 'Independence' of Directors is derived from Regulation 16(1)(b) ofthe SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act 2013. Based onthe confirmation/disclosures received from the Directors and on evaluation of therelationships disclosed the following Non-Executive directors are Independent in terms ofRegulation 16(1)(b) of the SEBI (LODR) Regulations 2015 and Section 149(6) of theCompanies Act 2013; a) Shri Shirish Agrawal (DIN: 00216423) b) Shri Vineet Gupta (DIN:00215594) c) Shri Anoop Vasudeo Agrawal (DIN: 06460053) d) Smt. Uma Prajesh Kumar Halen(DIN: 07208620)
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION:
The Policy of Company on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is appended as 'Annexure-4' to thisReport and hosted on the Company's website at www.amitsecurities.com.
Annual evaluation by the Board:
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas: i. Attendance of Board Meetings and Board Committee Meetings. ii.Quality of contribution to Board deliberations. iii. Strategic perspectives or inputsregarding future growth of Company and its performance. iv. Providing perspectives andfeedback going beyond information provided by the management. v. Commitment to shareholderand other stakeholder interests.
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. An executive member of the Board does not participate in thediscussion of his evaluation.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013: a. that in the preparation of the annualfinancial statements for the year ended 31st March 2016 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any; b. that such accounting policies as mentioned in Note 1 to theFinancial Statements have been selected and applied consistently and judgment andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of Company as at March 31st 2016 and of theProfit of the Company for the year ended on that date; c. that proper and sufficient carehas been taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; d. that the annual financialstatements have been prepared on a going concern basis; e. that proper internal financialcontrols were in place and that the financial controls were adequate and were operatingeffectively. f. that systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS U/S 143(12) OTHER THAN THOSE WHICH AREREPORTABLE TO THE CENTRAL GOVERNMENT :
There is no fraud which are not reportable by the Auditors to the Central Governmentand which needs to be disclosed in the Board report during the year under review.
Disclosure for frauds against the Company:
In terms of the provisions of section 134(3) (ca) of the Companies Act 2013 therewere no fraud committed against the Company by any person which are reportable undersection 141(12) by the Auditors to the Central Government as well as non-reportable fraudsduring the year 2015-16.
COMMITTEES OF THE BOARD :
During the year in accordance with the Companies Act 2013 the Board has following 4(Four) Committees as follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders' Relationship Committee
(d) Risk management Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" asannexed to this Annual Report as per Schedule V of the SEBI (LODR) Regulations 2015.
RELATED PARTY TRANSACTIONS & POLICY:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business therefore the Companyis not required to furnish any particular in the Form AOC-2.
There are no material significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval. The transactions entered into are audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their approval on a quarterly basis. The statement is supported by aCertificate from the MD and the CFO of the Company has developed a Related PartyTransactions Manual Standard Operating Procedures for purpose of identification andmonitoring of such transactions.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website.(Link:-http://amitsecurities.com/wp-content/uploads/2013/09/POLICY-FOR-RELATED-PARTY-TRANSACTION.pdf).
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators/Courts which wouldimpactthe going concern status of the Company and its future operations.
AUDITORS & THEIR REPORT:
The Company's Auditors M/s M. Mehta & Co. Chartered Accountants (FRN: 000957A)who were appointed for a term of three years at the Annual General Meeting of the Companyheld on 24th Sept. 2014 are eligible for ratification of their appointment.They have confirmed their eligibility under Section 141(3)(g) of the Companies Act 2013and the Rules framed there under for ratification for appointment as Auditors of theCompany. As required under Clause 49 of the Listing Agreement/Regulation 33(1)(d) of theSEBI (LODR) Regulations 2015 the auditors have also confirmed that they hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia.
There is no such observation made by the Auditors in their report which needs anyfurther explanation by the Board.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Pinky Shrivastava (C.P.No.: 8035C) a Company Secretary in Practice toundertake the Secretarial Audit of the Company for the year 2015-16 and has furtherre-appointed for the year 2016-17. The Report of the Secretarial Audit in the 'Form MR-3'is annexed here with as 'Annexure-6' which is self-explanatory and needs no commentsexcept the following:
In the matter of Observation raised at No. 1 by the Secretarial Auditor:
Management Comments: The Company has already appointed Shri Shirish Agrawal as theChairman of the Company in the Board Meeting held on 30th April 2016. TheBoard has policy to elect one of the director at the Chairman at the Meeting and there isno non-compliance which needs further clarification from the management in this particularmatter.
In the matter of Observation at No. 2:
Management Comments: The Company is carrying the business of metal trading as coveredin other objects therefore the observations are purely for informative purposes andthere is no non-compliance or which needs further clarification from the management inthis particular matter.
In the matter of Observations at No. 3 and 4:
Management Comments: The Company has filed the respective Forms with the requisiteAdditional fee for late filing and the same has been taken on record by the Registrar ofMadhya Pradesh.
In the matter of Observation at No. 5:
Management Comments: The Company has filed the revised Shareholding Pattern with adelay of 2 days with the BSE and the same has been taken on record from the date of theoriginal filing and no show cause notice was issued to the Company.
The Cost Audit Rules are not applicable to the Company.
As per Regulation 15 of the SEBI (LODR) Regulations 2015 the Regulation No. 17 to 2746(2)(b)(i) and Para C D E of the Schedule V in view of the paid up capital and net worthof the Company is not mandatory. However in view of the best corporate governance yourcompany is voluntarily complying certain provisions of the said SEBI (LODR) Regulations2015 and a separate section on Corporate Governance practices followed by the Companytogether with a certificate from the Company's Auditors confirming compliance forms anintegral part of this Report as 'Annexure-5' and the Corporate Governance Report is alsoattached as 'Annexure-10'.
Enhancing Shareholders Value:
Your Company believes that its Members are among its most important stake holders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to create value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.
Code of Conduct:
The Company has formulated the code of conduct for the Board members and seniorexecutives under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations2011 and the SEBI (Prohibition of Insider Trading) Regulations 1992/2015. A certificateto that effect for the proper compliances given by the Managing Director is annexed as the'Annexure-12' with this Report.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION:
Pursuant to provision of section 197(12) of Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thedetail is given in the 'Annexure-3'.
Particulars of remuneration of employees:
Disclosure of particulars of employees as per Section 197(12) of the Companies Act2013 read with Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given in the Annexure 3.
CONSOLIDATED FINANCIAL STATEMENTS:
The Company has prepared the Consolidated Financial Statement for the Associate CompanyM/s Mittal Udhyog (Indore) Pvt. Ltd.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as 'Annexure-8'.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments if any affecting the financialposition of the Company which had occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return as on 31stMarch 2016 in Form MGT-9 is annexed here with as 'Annexure-7'.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has placed an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 under the guidance of Smt. Uma Prajesh Kumar Halen. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy. Further no complaint was received during the year under review.
CORPORATE SOCIAL RESPONSIBILITY:
In view of the paid up capital profits and turnover of your company during theprevious three years it does not fall under the provisions of the section 135 of theCompanies Act 2013 and the rules made their under.
The Directors thank the various Central and State Government DepartmentsOrganizationsand Agencies for the continued guidance and co-operation. The Directorsgratefully acknowledge all stakeholders of the Company viz. customers all the employeesmembers vendors banks and other business partners for their excellent support receivedduring theyear.
| ||For and on behalf of the Board |
|Place: Indore ||Hemant Sharma ||Shirish Agrawal |
|Date: 6th August 2016 ||Managing Director ||Chairman |
|Amit Securities Ltd. ||DIN: 06558353 ||DIN 00216423 |
|CIN: L65990MH1992PLC067266 || || |