MANAGEMENT DISCUSSION AND ANALYSIS
AMIT SECURITIES LTD.
The Directors take pleasure in presenting their 23rd Annual Report together with theaudited financial statements for the year ended March 31 2015 and the ManagementDiscussion and Analysis has also been incorporated into this Report.
1. HIGHLIGHTS OF PERFORMANCE
Total income for the year increased by 18.93% to Rs 560.50 Lakhs as compared toRs. 471.30 Lakhs in the previous year;
Income from operations for the year was Rs 542.25 Lakhs as compared to Rs.471.28Lakhs in the previous year with growth of 15.05%;
Profit before tax for the year was Rs 58.49 Lakhs as compared to Rs.12.85 Lakhsin the previous year with growth of 355.17%;
Profit after tax for the year was Rs 45.59 Lakhs as compared to Rs. 9.73 Lakhsprevious year with growth of 368.55%.
2. FINANCIAL RESULTS
Rs. In Lacs
|Particulars ||Year ended on |
| ||31.03.2015 ||31.03.2014 |
|Revenue from Operations (Net) and other income ||560.5 ||471.3 |
|Profit Before Tax (PBT) ||58.49 ||12.85 |
|Provision for Tax ||12.89 ||3.12 |
|Profit After Tax (PAT) ||45.59 ||9.73 |
|Less: Minority Interest ||0 ||0 |
|Balance brought forward from previous year ||165.78 ||156.05 |
|Profit available for Appropriations ||211.36 ||165.78 |
|Surplus carried to the next years account ||211.36 ||165.78 |
|Paid up Equity Share Capital ||710 ||710 |
|EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) ||0.64 ||0.14 |
Due to requirement of the long term financial resources your directors proposes topreserve the profits for the growth of the company and do not recommend any dividend forthe year 2014-15. (previous year 2013-14 Rs. Nil)
4. SHARE CAPITAL AND RESERVES
The paid up Equity Share Capital as at 31st March 2015 was Rs. 710.00 Lakhs dividedinto 71.00 Lakhs equity shares of Rs. 10/- each. (excluding 568200 partly paid up equityshares earlier on which Rs.2272800 were forfeited and the said shares were not re-issuedby the Company upto 31st March 2015) During the year under review and the Company hasnot issued any shares with differential voting rights nor granted stock options nor sweatequity. As on 31st March 2015 none of the Directors of the Company hold any security orconvertible instruments of the Company.
4.1 Transfer to reserves
During the year under review your company has not transferred any amount to the generalreserves. (Previous year Nil)
Cash and cash equivalent as at 31st March 2015 was Rs 17.58 Lakhs. Your Companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
5.1 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 |
5.2 Details of deposits which are not in compliance with the requirements ofChapter V of the Act : The Company has not accepted any deposit which are not incompliance of the Companies (Acceptance of Deposits) Rules 2014 during the financialyear.
5.3 Particulars of loans guarantees or investments
The Company has not provided any guarantees or security. For the particulars of loansgiven and investments made by the company pursuant to the section 186 of the CompaniesAct 2013 kindly refer the relevant notes which forming part of the notes to thefinancial statements provided in the annual report.
6. ECONOMIC SCENARIO AND OUTLOOK
The global economy in FY 2014-15 witnessed divergent trends among major economiesdespite unpredictable headwinds the global economic recovery is gaining momentum. Thesewinds of positive change have masked the growth divergence among major economies.
Specifically the recovery in US was stronger than expected while performance in Japanand Eurozone has fallen short of expectations. This has resulted in the dollarappreciating vis--vis other G7 currencies. The currencies of commodity exportingcountries weakened due to fiscal and trade imbalances. India's economy is poised to returnto its high-growth path thanks to lower fiscal and current account deficits fallinginflation benign commodity prices and structural reforms to boost investments. Monetarypolicy is also likely to be supportive with the Reserve Bank of India (RBI) having movedto flexible inflation targeting. The manufacturing sector is likely to benefit from lowerinterest rates. The share of investments in Gross Domestic Product (GDP) is at 29%(compared to 33% in 2007) and is expected to pick up. However productivity and capitalefficiency improvement are likely to drive near-term growth.
Further that currently the world is tracking the status of Greece and China financialproblem which may have little bit impact on the countries financial performance.
7. INDUSTRY OUTLOOK AND OPPORTUNITIES
The Company is mainly having investment activities in the selected unlisted closelyheld companies as well as metal trading. The Security market in the financial year washaving good growth and encouraging beyond the expectation.
However the Company do not foresee any substantial changes in its business andprofitability in the coming year.
8. MARKET DEVELOPMENT
The Company has made investment in the selected companies for which no stock market isavailable for liquidity however it is almost risk free from the changes in the capitalmarket. The Company is making efforts to realize the investment and loans for betterdeployment for growth of the company.
9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
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.
10. RISK MANAGEMENT POLICYAND INTERNALADEQUACY
The current economic environment carries with it an evolving set of risks. The Companyrecognizes that these risks need to be managed to protect its customers employeesshareholders and other stakeholders to achieve its business objectives and enablesustainable growth. Risk and opportunity management is therefore a key element of theoverall 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.
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.
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.
11. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company has a vigil mechanism named vigil mechanism/whistle blower Policy to dealwith instance of fraud and mismanagement if any. The details of the VM Policy isexplained in the Corporate Governance Report and also posted on the website of the Companyand annexed to this Report as Annexure 9. There were no complaint under the above saidsystem during the financial year 2014-15.
12. SUBSIDIARYASSOCIATEAND JOINT VENTURE COMPANIES
During the year under review your company is not having any subsidiary at any momenttherefore the financial statements are prepared on standalone basis. The Particulars ofthe Associate Companies are given in the Form AOC-1 as containing part of the FinancialStatement annexed as Annexure 1.
12.1 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.
13. BOARD OF DIRECTOR'S & KEY MANAGERIAL PERSONNELS
13.1 Independent Directors
At the previous Annual General Meeting (AGM) of the company held on September 24thSept. 2014 the Members had re-appointed the existing independent directors namely; ShriVineet Gupta (DIN 00215594) Shri Shrish Agrawal (DIN 002164263) and Shri Anoop VasudeoAgrawal (DIN 06460053) under the Companies Act 2013 for a period of 5 years with effectfrom 1st April 2014.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement. Your directors satisfy about their independency.
13.2 Women Director
Smt. Aditi Mittal (DIN 06536363) was appointed by the Board as an Additional Directorunder the category of Women Director to hold office till the date of the next annualgeneral meeting with effect from 11th Feb. 2015 at the Board meeting held on 11th Feb.2015 on the recommendation of the Nomination & Remuneration Committee. Further thatshe has resigned from the Board w.e.f. 16th June 2015. Your directors take on recordtheir appreciation for the services rendered by her in the capacity of women director tothe Company.
Smt. Uma Prajeshkumar Halen (DIN 07208620) was appointed by the Board as an AdditionalDirector under the category of Independent and Women Director to hold office till thedate of the next annual general meeting with effect from 16th June 2015 at the Boardmeeting held on 16th June 2015 on the recommendation of the Nomination & RemunerationCommittee.
13.3 Key Managerial Personnel
The tenure of Shri Hemant Sharma as the Managing Director is only upto 30th May 2016therefore the Nomination & Remuneration Committee and the Board of directors hasapproved his re-appointment at their meetings held on 12th August 2015 subject toapproval of the members in the ensuing General Meeting for the further period of 3 yearsw.e.f. 1st June 2016 on the terms and conditions as set out in the notice of theforthcoming annual general meeting.
CS Kriti Kathal Company Secretary was appointed w.e.f. 10th May 2014 and has resignedw.e.f. 30.04.2015 due to her personal reasons. The Company is making suitable efforts toappoint another company secretary within the stipulated time. The Company has alsoappointed Shri Rishabh Kumar Jain as the Chief Financial Officer and is incharge as theCompliance officer of the company w.e.f. 1st April 2014 and designated him as the Keymanagerial Personnel. The Company was already having appointed Shri Hemant Sharma as theManaging Director of the Company being the Key Managerial Personnel.
13.4 Directors seeking re-appointment
In accordance with the provisions of the Companies Act 2013 and in terms of theArticles of Association of the company Shri Hemant Sharma (DIN 06558353)) liable toretire by rotation and is eligible for reappointment.
The Company has received a notice in writing from members pursuant to the provisions ofsection 160 of the Companies Act 2013 along with the deposits of Rs.100000 for theappointment of Smt. Uma Prajeshkumar Halen (DIN 07208620) as a director at the ensuingannual general meeting. Your directors recommend to pass necessary resolutions as set outin the notice of the annual general meeting.
13.5 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 5 times during the financial year 2014-15 on 30th May 2014; 11th July2014; 12th August 2014; 13th Nov. 2014 and 11th Feb. 2015. The maximum interval betweenany two meetings did not exceed 120 days.
13.6 Board independence
Our definition of 'Independence' of Directors is derived from Clause 49 of the ListingAgreement with Stock Exchanges and Section 149(6) of the Companies Act 2013. Based on theconfirmation/disclosures received from the Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent in terms ofClause 49 of the Listing Agreement and Section 149(6) of the Companies Act 2013; a) ShriShirish Agrawal (DIN 00216423) b) Shri Vineet Gupta (DIN 00215594) c) Shri Anoop VasudeoAgrawal (DIN 06460053) d) Smt. Uma Prajesh K. Halen (DIN 07208620)
13.7 Company's policy on Directors' appointment and remuneration
The Policy of Company on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under subsection (3) of section 178 is appended as "Annexure4" to this Report and hosted on the Company's website at www.amitsecurities.com.
13.8 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 BoardMember and subsequently assessment by the Board of Directors. An executive member of theBoard do not participate in the discussion of his evaluation.
14. 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 2015 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; b. that such accounting policies as mentioned in Note 1 of the S.No. 1to the Financial 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 2015 and of the profit of theCompany for the year ended on that date; c. that proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. that the annual financial statements havebeen prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively. f. that systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.
14.1 Details in respect of fraud reported by auditors u/s 143(12) other than thosewhich are reportable to the central government There is no fraud which are not reportableby the Auditors to the Central Government and which needs to be disclosed in the Boardreport during the year under review.
14.2 Disclosure for frauds against the Company
In terms of the provisions of section 134(3)(ca) of the Companies Act 2013 there wereno fraud committed against the Company by any person which are reportable under section141(12) by the Auditors to the Central Government as well as non reportable frauds duringthe year 2014-15.
15. COMMITTEES OF THE BOARD
During the year in accordance with the Companies Act 2013 the Board has thefollowing 5 (Five) Committees as follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders' Relationship Committee (d) Risk management Committee
(e) Internal Complaints Committee (ICC) under the Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013.
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
16. RELATED PARTY TRANSACTIONS
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 as details has beengiven in the prescribed Form AOC-2 as the Annexure "2". There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe 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).
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
18.1 Statutory Auditors
The Company's Auditors M/s M Mehta & Co. Chartered Accountants (FRN 000957C) whowere appointed for a term of three years at the Annual General Meeting of the Company heldon 24th Sept. 2014 are eligible for ratification of their appointment. They haveconfirmed their eligibility under Section 141(3)(g) of the Companies Act 2013 and theRules framed there under for ratification for appointment as Auditors of the Company. Asrequired under Clause 49 of the Listing Agreement the auditors have also confirmed thatthey hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.
There is no such observation made by the Auditors in their report which needs anyfurther explanation by the Board.
18.2 Secretarial Audit
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. 8035) a Company Secretary in Practice to undertakethe Secretarial Audit of the Company for the year 2014-15 and has further re-appointed forthe year 2015-16. The Report of the Secretarial Audit in the Form MR-3 is annexed herewithas "Annexure 6". Which is self explanatory and needs no comments except thefollowings In the matter of Observations raised by No. 1 to 3 & 5 by the SecretarialAuditors; Management Comments: The observations are purely for informative purposes andthere is no non compliance or observations which needs further clarification from themanagement: In the matter of Observation No. 4: Management Comments : The Share Transferagent has properly resolved the complain within the stipulated time and the SCORE has alsoconfirm the same therefore the observation raised by the secretarial auditor is notcorrect.
19. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important stakeholders.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 creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.
20. CORPORATE GOVERNANCE
As per the SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 September 15 2014 in view ofthe paid up capital and net worth of the Company the Clause 49 of the Listing Agreementwith the BSE Ltd. is not mandatory w.e.f. 1st Oct. 2014. However in view of the bestcorporate governance your company is voluntarily complying certain provisions of the saidClause 49 and a separate section on corporate governance practices followed by theCompany together with a certificate from the Company's Auditors confirming complianceforms an integral part of this Report as Annexure- 5 and the Corporate Governance Reportis attached as Annexure 10.
20.1 MD & CFO certification
Certificate obtained from Shri Hemant Sharma Managing Director and Shri Rishabh KumarJain Chief Financial Officer pursuant to provisions of Clause 49(IX) of the ListingAgreement for the year under review was placed before the Board at its meeting held on12th August 2015. A copy of the certificate on the financial statements for the financialyear ended March 31 2015 is annexed As Annexure 11 along with this Report.
20.2 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 theAnnexure 12 with this Report.
21. 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.
21.1 Particulars of remuneration of employees
During the year none of the employees received remuneration in excess of Rs. 60 Lakhsor more per annum. In accordance with the provisions of Section 197 of the Companies Act2013 read with Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Therefore there is no information to disclose in terms of theprovisions of the Companies Act 2013.
22. CONSOLIDATED FINANCIAL STATEMENTS
Since your company is not having any subsidiary company therefore in view of theNotification No. GSR 723(E) issued by the MCA on 14th Oct. 2014 the Company is notrequired to prepare consolidated financial statements for its associate companies for theyear 2014-15.
23. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND 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 "Annexure8".
24. 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.
25. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return as on 31st March 2015 inform MGT-9 is annexed herewith as "Annexure 7".
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITIONAND REDRESSAL)ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. Further no complaint was receivedduring the year under review.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers vendors banks and other business partners for the excellent support receivedfrom them during the year. The Directors place on record their sincere appreciation to allemployees of the Company for their unstinted commitment and continued contribution to theCompany.
28. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations.
Actual results may differ materially from those expressed in the statement. Importantfactors that could influence the Company's operations include global and domestic demandand supply conditions affecting selling prices of finished goods input availability andprices changes in government regulations tax laws economic developments within thecountry and other factors such as litigation and industrial relations.
| ||For & on behalf of the Board |
|Place : Indore ||Hemant Sharma |
|Dated : 12th August 2015 ||Managing Director |
|Amit Securities Ltd ||DIN-06558353 |
|CIN: L65990MH1992PLC067266 || |