To the Members(s)
The Board of Directors hereby submits the report of the business and operations of yourCompany (the Company) along with the audited financial statements for thefinancial year ended March 31 2016.
Financial Results: (Amount in Lakhs)
|Particulars ||F.Y. 2015-16 ||F.Y. 2014-15 |
|Revenue from operations ||753330.87 ||679596.36 |
|Other Income ||231.49 ||134.79 |
|Total Income ||753562.36 ||679731.15 |
|Operating expenditure ||752068.07 ||679062.11 |
|Earnings before interest tax depreciation and amortization ||552.61 ||29.64 |
|(EBITDA) || || |
|Less: Finance costs ||220.04 ||201.08 |
|Depreciation and amortization expense ||225.18 ||252.52 |
|Profit before exceptional item and tax ||33.15 ||97.82 |
|Exceptional items ||-- ||-- |
|Profit before tax (PBT) ||33.15 ||97.82 |
|Less: Tax expense ||112.81 ||51.13 |
|Profit for the year (PAT) ||(34.95) ||46.70 |
|Balance brought forward from previous year ||1379.16 ||173.48 |
|Less: Proposed Dividends ||-- ||-- |
|Tax on Dividends ||-- ||-- |
|Balance carried to balance sheet ||662.96 ||1379.16 |
YEAR AT A GLANCE: Financial Performance:
Revenue from operations for F.Y. 2015-16 was Rs. 753562.36 Lakh compared to theRevenue from operations of Rs. 679731.15 Lakh of previous year which shows uptrend about10.86% over the previous year. However the Company has incurred Losses after tax of Rs.34.95 Lakh for the financial year 2015-16 as against profit after tax of Rs. 46.70 Lakh ofprevious year. Further your company has incurred profit before tax of Rs. 33.15 Lakhwhich resulted into loss after tax because of higher effect of deferred tax liabilitiesinto the books of accounts. In this regard your Directors want to clarify that thecompany has incurred higher deferred tax liabilities due to higher timing differenceduring the year under consideration. Further your company has incurred higher expenditureas compared to last year due to change in the indirect tax rates and increase in otherexpenses as compared to last year.
During the financial year 2015-16 the Company has incurred losses and due to thisreason your Directors regret to declare any dividend for the financial year 2015-16(Previous Year Nil).
Amount transferred to reserve:
During the year the Company has not apportioned any amount to other reserve. The lossincurred during the year has been adjusted against the carry forward credit balance ofProfit and Loss account.
Change in Nature of Business:
During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL: Appointment of Directors:
The Board has appointed Mr. Haresh Chaudhari as an Independent Director of the Companyin their Meeting held on July 28 2016 with immediate effect i.e. w.e.f. July 28 2016.
Cessation of Directorship:
None of the Directors of the Company cease / resign from their Directorship from theCompany in the Financial Year 2015-16.
Directors retire by rotation:
Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Mr. Yashwant Thakkar (DIN: 00071126) retires by rotation at the ensuingAnnual General Meeting and being eligible for re appointment has shown his willingnessfor re appointment.
The Board recommends the re-appointment of above director for your approval.
Mr. Yashwant Thakkar (DIN: 00071126) was earlier re appointed as a Managing Director ofthe Company at the previous Annual General Meeting of the Company held on September 282015 for a further period of five (5) years i.e. w.e.f. July 15 2015. Brief details ofMr. Yashwant Thakkar who is proposed to be re appointed as required under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is provided in theNotice of Annual General Meeting forming part of this Annual Report.
The terms and conditions of appointment of Independent Directors are in accordance withthe applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and also as per the provisions of the Companies Act 2013("Act") read with Schedule IV to the Act. Your Company has received annualdeclarations from all the Independent Directors of the Company confirming that they meetwith the criteria of Independence provided in Section 149(6) of the Companies Act 2013and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and there has been no change in the circumstances which may affect theirstatus as Independent Director during the year.
Appointment and Resignation of Key Managerial Personnel:
During the year under review Mr. Satish Patel was appointed as the Chief FinancialOfficer (CFO) w.e.f. August 14 2015. Ms. Ekta Jain a qualified Company Secretary wasappointed as Company Secretary of the Company w.e.f. April 28 2016.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act on March21 2016. o The performance of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. o Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. o The board and the nomination and remunerationcommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairman was also evaluated onthe key aspects of his role. Separate meeting of independent directors was held toevaluate the performance of non-independent directors performance of the board as a wholeand performance of the chairman taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.
Directors Responsibility Statement:
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
a) In preparation of annual accounts for the year ended March 31 2016 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;
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 or loss of the Company for that year;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) The Directors had prepared the annual accounts for the year ended March 31 2016 ongoing concern basis.
e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Number of Board Meetings:
The Board of Directors met 8 (eight) times during the year under review. The details ofBoard meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of this Report.
Independent Directors' Meeting:
The Independent Directors met on March 21 2016 without the attendance of NonIndependent Directors and members of the Management. The Independent Directors reviewedthe performance of Non Independent Directors and the Board as a whole; the performance ofthe Chairman of the Company taking into account the views of Executive Directors and NonExecutive Directors and assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.
COMMITTEES OF BOARD:
The Company has constituted following committees as per the requirement of CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
1. Audit Committee 3. Nomination and Remuneration Committee
2. Shareholders Grievances Committee
Details of above committees constituted by the Board of Directors its compositionterms of reference etc. are given in the Corporate Governance Report and forms part ofthis report. Further Recommendation of Audit Committee is accepted by the Board ofDirectors wherever/whenever given. In line with Section 135 of the Companies Act 2013the Company has also constituted Corporate Social Responsibility Company details of whichare given under separate head in this report.
Nomination and Remuneration Policy:
Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances to its Managing Director and the Executive Directors. Keypoints of the Nomination and Remuneration Policy are;
a. Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel:
o The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board for his / herappointment.
o A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment.
o In case of appointment of Independent Director the Committee shall satisfy itselfwith regard to the independent nature of the Director vis--vis the Company so as toenable the Board to discharge its function and duties effectively.
b. Policy on remuneration of Director KMP and Senior Management Personnel:
The Companys remuneration policy is driven by the success and performance ofDirector KMP and Senior Management Personnel vis--vis the Company. The Companysphilosophy is to align them with adequate compensation so that the compensation is used asa strategic tool that helps us to attract retain and motivate highly talented individualswho are committed to the core value of the Company. The Company follows mixed of fixedpay benefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders. The Nominationand Remuneration Policy as adopted by the Board of Directors is placed on the website ofthe Company at www.amrapalispot.com.
Remuneration of Directors:
The details of remuneration/sitting fees paid during the financial year 2015-16 toManaging Director/Executive Director/Director of the Company is provided in Form MGT-9which is the part of this report.
The Company has not accepted any deposits from Shareholders and Public falling 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 March 31 2016.
The Paid up Equity Share Capital as at March 31 2016 stood at Rs. 2570.53 Lakhs.During the year under review the Company has not issued any Share Capital.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement.
TRANSACTIONS WITH RELATED PARTIES:
None of the transactions with related parties falls under the scope of section 188(1)of the Act. Further in terms of Regulation 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Audit Committee has granted its omnibusapproval to all the Related Party Transactions carried out by the Company. Information ontransactions with related parties pursuant to section 134 (3) (h) of the Act read withrule 8 (2) of the Companies (Accounts) Rules 2014 are given in Annexure - A inForm AOC-2 and the same forms part of this report.
INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY
The Company has aligned its current systems of internal financial control with therequirement of Companies Act 2013. The Internal Control is intended to increasetransparency and accountability in an organizations process of designing andimplementing a system of internal control. The Company has successfully laid down theframework and ensured its effectiveness. The Company has a well-defined delegation ofpower with authority limits for approving revenue as well as expenditure.
The Company has in place a well-defined system to record data for accounting andmanagement information purposes and connects to different locations for efficient exchangeof information. It has continued its efforts to align all its processes and controls withglobal best practices. Though the various risks associated with the business cannot beeliminated completely all efforts are made to minimize the impact of such risks on theoperations of the Company. Necessary internal control systems are also put in place by theCompany on various activities across the board to ensure that business operations aredirected towards attaining the stated organizational objectives with optimum utilizationof the resources. Apart from these internal control procedures a well-defined andestablished system of internal audit is in operation to independently review andstrengthen these control measures which is carried out by a reputed firm of CharteredAccountants. The audit is based on an internal audit plan which is reviewed each year inconsultation with the statutory auditor of the Company and the audit committee. Theconduct of internal audit is oriented towards the review of internal controls and risks inits operations.
M/s. Dhiren Shah & Co. Chartered Accountants the statutory auditors of theCompany has audited the financial statements included in this annual report and has issuedan report annexed as an Annexure B of the Audit Report of the Company on our internalcontrol over financial reporting (as defined in section 143 of Companies Act 2013). Theaudit committee reviews reports submitted by the management and audit reports submitted byinternal auditors and statutory auditor. Suggestions for improvement are considered andthe audit committee follows up on corrective action. The audit committee also meets thestatutory auditors of the Company to ascertain inter alia their views on the adequacy ofinternal control systems and keeps the board of directors informed of its major-observations periodically. Based on its evaluation (as defined in section 177 of CompaniesAct 2013) our audit committee has concluded that as of March 31 2016 our internalfinancial controls were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENT:
There are no material changes and commitments affecting the financial position of theCompany have occurred between the end of financial year of the Company i.e. March 312016 and the date of this Report except the proceedings before the Honble SettlementCommission has got abated as per Section 245HA of the Income Tax Act 1961 in pursuance ofSettlement Commission Order dated May 31 2016 and "Pending Search CaseAssessments" pending u/s 153A of the Income Tax Act 1961 for Assessment Year 2007-08to 2012-13 and "Regular Assessment" u/s 143(3) of the Income Tax Act 1961 forAssessment Year 2013-14 and Assessment Year 2014-15.
DISCLOSURE OF REMUNERATION:
The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given asan Annexure B.
EXTRACT OF ANNUAL RETURN:
As provided under section 92(3) of the Act the extract of annual return is given in AnnexureC in the prescribed Form MGT-9 which forms part of this report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and there are only 4 Women employees (One of whomholds the position of Independent Director) and therefore there was no need to constitutean Internal Complaints Committee (ICC).
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Pursuant to Section 135 of Companies Act 2013 the Company has constituted CorporateSocial Responsibility Committee ("The CSR Committee") with object to recommendthe Board a Policy on Corporate Social Responsibility and amount to be spent towardsCorporate Social Responsibility. The CSR Committee comprises Mr. Yashwant Thakkar asChairman and Mr. Mayur Parikh and Mr. Mahesh Thakkar as Members of the Committee. The CSRCommittee is responsible for indicating the activities to be undertaken by the Companymonitoring the implementation of the framework of the CSR Policy and recommending theamount to be spent on CSR activities. During the year under review CSR Committee Meetingwas held on August 14 2015 in which all members of the Committee were present. Themeeting was held to review and approve the expenditure incurred by the Company towards CSRactivities. Main focus of the Company with respect to CSR Contribution is to provide thegrocery items for the benefit of needy and poor people. The Company is purchasing thegrocery and other necessary items from "Jay Jalaram Stores" and "JalaramProvision Stores" and provides same to "Amrapali Jivan Sandhya Kutir"(Trust) which is associated with the social activities. The said trust is providingshelter to the orphan children and also providing the facilities like food householditems etc. to the needy and poor people. The CSR Policy is available on the website of theCompany viz. www.amrapalispot.com. The Annual Report on CSR activities in prescribedformat is annexed as an Annexure D.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy technology absorption etc. as required to begiven under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 are not applicable to our Company as our Company is not carrying on anymanufacturing activities. Further there was no foreign exchange earnings and outgo duringthe financial year 2014-15 (Previous Year Nil).
The Corporate Governance philosophy of the Company rests on five basic principles viz.protection of rights & interests of members equality in treatment of all membersdisclosure of timely & accurate information strategic guidance & effectivemonitoring by the Board and accountability of the Board to the Company & its members.As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Report on Corporate Governance and Certificate of the PracticingCompany Secretary with regards to compliance with the conditions of Corporate Governanceas stipulated in Schedule V of the Listing Regulations is annexed to the BoardsReport as Annexure E.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of the Listing Regulations is presented in a separate section formingpart of this Annual Report.
STATUTORY AUDITOR AND THEIR REPORT:
M/s. Dhiren Shah & Co. Chartered Accountants Ahmedabad (FRN: 114633W) is actingas Statutory Auditor of the Company. The Members of the Company had in its last AnnualGeneral Meeting held on September 28 2015 appointed M/s. Dhiren Shah & Co.Chartered Accountants to hold office for a term of 2 (Two) years subject to ratificationat every Annual General Meeting. The Auditors Report for financial year 2015-16 doesnot contain any qualification reservation or adverse remark. The Auditors Report isenclosed with the financial statements in this Annual Report.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.
SECRETARIAL AUDITOR AND THIEIR REPORT:
The Company has appointed Mr. Anand Lavingia Practicing Company Secretaries toconduct the secretarial audit of the Company for the financial year 2015-16 as requiredunder Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial AuditReport for the financial year 2015-16 is annexed to this report as an Annexure F.
The Board has appointed Mr. Anand Lavingia Practicing Company Secretary assecretarial auditor of the Company for financial year 2016-17. The Secretarial AuditorReport contains qualification for non-appointment of Company Secretary under Section 203of the Companies Act 2013 and Clause 47A of the Listing Agreement. In this regard yourDirectors state that the Company was is in process of identifying a suitable person andaccordingly has appointed Ms. Ekta Jain as Company Secretary and Compliance officer of theCompany w.e.f. April 28 2016.
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 notransactions 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) There is no revision in the Board Report or Financial Statement;
(v) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future;
(vi) Information on subsidiary associate and joint venture companies.
Your Directors place on record their appreciation for assistance and co operationreceived from various Ministries and Department of Government of India and other StateGovernments financial institutions banks shareholders of the Company etc. Themanagement would also like to express great appreciation for the commitment andcontribution of its employees for their committed services. Your Directors wish to placeon record their sincere appreciation for the dedicated efforts and consistent contributionmade by the employees at all levels to ensure that the Company continues to grow andexcel.
For and on behalf of Board of Directors
Amrapali Industries Limited
| ||Yashwant Thakkar ||Rashmikant Thakkar |
|Place: Ahmedabad ||Managing Director ||Whole-time Director |
|Date: August 13 2016 ||DIN 00071126 ||DIN 00071144 |