Your Directors are pleased to present the 27thAnnual Report with the AuditedAccounts of the Company for the year ended March 31 2015.
Financial Highlights (Rs. In Lakh)
|Particulars ||2014-15 ||2013-14 |
|Revenue from Operation ||678256.96 ||723149.63 |
|Profit on forward Transaction ||537.25 ||(53.62) |
|Other Income ||834.80 ||440.56 |
|Total Revenue ||679629.01 ||723536.57 |
|Less: Total Expenses ||679077.59 ||723252.35 |
|Operating Profits before Exception item ||551.42 ||284.22 |
|Depreciation Interest and Tax || || |
|Less: Depreciation ||280.54 ||60.69 |
|Interest ||201.07 ||174.71 |
|Add :Exception Item ||146.62 ||0.00 |
|Profit Before Tax ||216.42 ||48.82 |
|Less: Current Tax ||45.00 ||15.08 |
|Short provision relating to prior years ||(3.17) ||0.00 |
|Deferred tax liability ||127.90 ||0.00 |
|Profit after Tax ||46.69 ||33.74 |
REVIEW OF BUSINESS OPERATION
During the year under review your company has earned income of Rs. 678256.96 Lakhfrom sale of Gold & Silver and various other business activities in financial year2014-15 compared to the income of Rs. 723149.63 Lakh of previous year which showsdowntrend about 6.04% over the previous year. Although downward trend in the income dueto constant control over the various expenses the Company has earned Net Profit after Taxof Rs. 46.69 Lakh as against Net Profit after tax of Rs. 33.74 Lakh of Previous year.
To conserve resources for future prospect and growth of the Company your Directorsregret to declare Dividend for the Financial Year 2014-15 (Previous year - Nil).
NET PROFIT TRANSFER TO RESERVE
The Company has not transferred any amount to any reserve for the financial year2014-15 (Previous year - NIL).
INFORMATION ON BOARD OF DIRECTOR COMMITTEE AND ITS MEETINGS:
The Board consist of five (5) members as on March 31 2015 two (2) of whom arePromoters Executive Directors (one is Managing Director and one is Executive Director) andremaining three (3) are Non-Executive Independent Directors. Ms. RashmiAahuja who hasbeen appointed as an Additional (Independent) Director is designated as Woman Director ofthe Company.
The Composition of Board fulfills the requirements of Companies Act 2013 and Clause 49of Listing Agreement entered by the Company with BSE Limited.
Regular meetings of the Board are held at least once in a quarter. Additional Boardmeetings are convened to discuss and decide on various business policies strategies andother businesses. During the year under review Board of Directors of the Companymet 6times viz May 30 2014 August 14 2014 September 01 2014 November 14 2014 February14 2014 and March 31 2015. The Board of Directors has also passed several resolutionsthrough circular. The gap between two consecutive meetings was not more than one hundredand twenty days as provided in section 173 of the Act. The Independent Directors of theCompany has met one time on March 31 2015 inter alia to evaluate the performance ofNon-Independent Directors Board as a whole and performance of Chairman of the Company.Further your Company has formed following Committees of the Board in accordance withCompanies Act 2013 and the Listing Agreement:? Audit Committee? Stakeholders Grievancesand Relationship Committee? Nomination and Remuneration Committee? Corporate SocialResponsibility Committee The details of number of meetings of Committees its compositionpowers terms of reference is provided under the corporate governance report section inthis Annual Report.
Appointment Re-appointment and Resignation of Directors
During the year in terms of Section 149 & 152 and Clause 49 of the ListingAgreement the Members of the Company in their last Annual General Meeting haveappointed Mr. Mayur Parikh and Mr. Maheshkumar D. Thakkar as Independent Directors of theCompany for a period up to September 2019. Further Ms. RashmiAahuja was appointed as anAdditional (Independent) Director of the Company w.e.f. March 31 2015. She has beendesignated as Woman Director of the Company. In terms of provision of Section 161 of theCompanies Act 2013 Ms. RashmiAahuja shall hold the office up to the date of ensuingAnnual General Meeting. The Company has received a notice in writing under Section 160 ofthe Companies Act 2013 from a member proposing her candidature for the office ofDirector. The Board of Director of the Company has based on the recommendation ofNomination and Remuneration Committee recommends her appointment for a period up to March30 2020 and resolution to that effect has been proposed for the approval of member in theensuing Annual General Meeting. Board of Directors in their Meeting held on August 282015 has re-appointed Mr. Yashwant Thakkar as Managing Director and Mr. RashmikantThakkar as Executive Director for a period of 5 years w.e.f. July 15 2015 on revisedremuneration terms subject to approval of Members. Resolutions to that effect have beenproposed in the notice of Annual General Meeting. The Board of Directorsrecommendstheirre-appointments on the Board of the Company. None of the Directors of theCompany is disqualified for being appointed as Director as specified in Section 164 (2) ofthe Companies Act 2013.
Declaration by Independent Directors
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 to the effect that they meet the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Clause 49 of theListing Agreement. The terms and conditions of the Independent Directors are incorporatedon the website of the Company at www.amrapalispot.com.
Training of Independent Directors
To familiarize the new inductees with the strategy operations and functions of ourCompany the executive directors / senior managerial personnel make presentations to theinductees about the Company's strategy operations product and service offeringsorganization structure finance human resources quality and facilities. Further theCompany has devised a Familiarization Programme for Independent Directors and the same isplaced on the website of the Company at www.amrapalispot.com.
Details of Key Managerial Personnel
Mr. Yashwant Thakkar Managing Director is the Key Managerial Personnel("KMP") as per the provisions of the Companies Act 2013 and was already in theoffice before the commencement of the Companies Act 2013. Further Mr. Satish A. Patel isappointed as Chief Financial Officer of the Company w.e.f. August 14 2015. None of theKMP was resigned up to date of report of Directors.
Nomination and Remuneration Policy
In terms of the provisions of the Companies Act 2013 and the listing agreement asamended from time to time the Companyhas devised a policy on Nomination and Remunerationof Directors Key Managerial Personnel and Senior Management. Key points of the policyare: A. Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel
? The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director KMP and SeniorManagement personnel and recommend to the Board for his / her appointment. ? A personshould possess adequate qualification expertise and experience for the position he/ sheis considered for appointment. B. Policy on remuneration of Director KMP and SeniorManagement Personnel The Company s philosophy is to align Director KMP and SeniorManagement Personnel with adequate compensation so that the compensation is used as astrategic tool that helps Company to attract retain and motivate highly talentedindividuals who are committed to the core value of the Company. The Company follows mixedof fixed pay benefits and performance based variable pay. The Company pays remunerationby way of salary. The remuneration paid by the Company is within the salary scale approvedby the Board and Shareholders.
List of criteria on which performance may be evaluated was prepared after taking intoconsideration of the various aspects of the Board s functioning composition of the Boardand Committees culture execution and performance of specific duties obligation andgovernance. The evaluation of all non-independent directors and the Board as a whole wasconducted by the Independent Directors at their meeting held on March 31 2015 based onthe criteria and framework adopted by the Board. On the other hand Nomination andRemuneration Committee has carried out performance evaluation of all the Directors. TheBoard has approved the evaluation results as suggested by the Nomination and RemunerationCommittee. The Board of Directors expressed their satisfaction with the evaluationprocess.
The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY
Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.
CORPORATE SOCIAL RESPONSIBILITY [CSR]
The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy ("CSR Policy") indicating theactivities to be undertaken by the Company which has been approved by the Board.
The CSR policy encompasses the Company s philosophy for delineating its responsibilityas a Corporate Citizen and lays down the guidelines and mechanism for undertaking sociallyuseful programmes for welfare & sustainable development of the community at large. TheCSR Policy may be accessed on the Company s website at www.amarapalispot.com. 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. The Company has formed CSR Committee which comprisesof three (3) Directors namely Mr. Yashwant Thakkar as Chairman of the Committee and Mr.Mayur Parikh and Mr. Maheshkumar Thakkar as the members of the Committee. During the yearCommittee met one time on February 14 2015 for approval of CSR Policy. Further as perSection 135 of the Companies Act 2013 the Company is required to spent at least 2% ofthe average Net profit of last three years as calculated in terms of Section 349 and 350of the Companies Act 1956. However the average net profit in terms of Section 349 &350 of the Companies Act 1956 of the Company is negative. Hence Company has not made anyCSR expenditure during the Financial Year 2014-15. So Annual Report on CSR expenditure isnot given. Although the Company has started to make CSR expediter from the F.Y. 2015-16onwards disclosure of the same will be given in the next annual report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions to be entered by the Company with related parties will be in theordinary course of business and on an arm s length basis. However the Company has notentered into any related party transaction as provided in Section 188 of the CompaniesAct 2013 with the related party. Hence Disclosure as required under Section 188 of theCompanies Act 2013 is not applicable to the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of Companies (Management and Administration) Rules2014 the extract of the Annual Return as at March 31 2015 in Form MGT-9 forms part ofthis Annual Report as Annexure- "A".
PARTICULAR OF EMPLOYEES
The ratio of remuneration of each Director to the median employee s remuneration andother 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 Annual Report as Annexure - "B". Thedetails as required under section 197(12) of the Companies Act 2013 read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 is notapplicable as there is no employee in the Company employed throughout the financial yearwith salary above Rs. 60 Lakh p.a. or employed part of the financial year with averagesalary above Rs. 5 Lakh per month. Further there is no employee employed throughoutFinancial year or part thereof was in receipt of remuneration of in aggregate is inexcess of that drawn by the Managing Director or Whole time Director or Manager and holdsby himself or along with his spouse and dependent children not less than Two percent (2%)of the Equity Shares of the Company.
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[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).
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of financial year of the Company i.e. March 312015 and the date of Director s Report i.e. August 28 2015.
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.
During the year under review the employee attrition was minimal. The managementcontinues its efforts in imparting professional training to Executives and Staff membersat various levels with the view to upgrade their competence and managerial abilities. TheIndustrial relations in the company continued to be cordial in the year 2014-15.
BUSINESS RISK MANAGEMENT
The Company is aware of the risks associated with the business. It regularly analysesand takes corrective actions for managing and mitigating the same.
Your Company strives to incorporate the appropriate standards for corporate governance.Pursuant to Clause 49 of listing agreement to the Stock Exchange Corporate GovernanceReport and Practicing Company Secretary on its compliance is annexed and forms part ofthis report.
MANAGEMENT DISCUSSION AND ANALYSIS [MDA]
MDA for the year under review as stipulated under clause 49 of the Listing Agreementis presented in a separate section forming part of this Annual Report.
Statutory Auditor & their report
M/s. MehulThakker& Co. Chartered Accountant Ahmedabad (FRN 118993W) wasappointed as the Statutory Auditors of the Company to hold the office from the conclusionof the 26th Annual General Meeting till the conclusion of the 29th Annual General Meetingand M/s. V J Amin & Co. Chartered Accountant Baroda (FRN 100335W) was appointed aspeer review auditor of the Company to hold office from the conclusion of 26th AnnualGeneral Meeting till the conclusion of the 31st Annual General Meeting. M/s.MehulThakker& Co. Chartered Accountant Ahmedabad has shown unwillingness to act asStatutory Auditor of the Company after completion of Audit for the F.Y. 2014-15. He hasresigned as an Auditor due to his preoccupation with other assignment through letterdated August 20 2015. Further M/s. V J Amin & Co. Chartered Accountant Baroda hasalso tender resignation as peer review auditor through their resignation letter datedAugust 21 2015. In terms of the provisions of the companies Act 2013 and the rules madethereunder these vacancies are called as Casual vacancies due to resignation of Auditor.The Board of Directors based on recommendation made by the Audit Committee hasrecommended the appointment of M/s. Dhiren Shah & Co. Chartered AccountantsAhmedabad as the Statutory Auditors of the Company to hold the office from the ensuing AGMtill the conclusion of the 29th AGM subject to approval by the members in the ensuingAnnual General Meeting. The Company has received the consent from M/s Dhiren Shah &Co. Chartered Accountants confirming that they are not disqualified to be appointed asthe Auditors of the Company.
The Auditors Report on the accounts of the Company for the accounting year ended March31 2015 is self-explanatory and do not call for further explanations or comments that maybe treated as adequate compliance of Section 134 of the Companies Act 2013 except aqualification opinion by statutory auditor w.r.t.the net additional income offered beforethe Hon ble Settlement Commission has been shown under the head "Reserves &Surplus" for an amount of Rs. 115898063/-. The taxes with interest paid Rs.68125000/- on net additional income offered before the Hon ble Settlement Commissionhas been shown under the head "Long Term Loan & Advances".
The final hearing and order of the company of Hon ble Settlement Commission u/s.245D(4) of the Income-tax Act 1961 is pending. On getting the final order from theIncome-tax authority the net additional income of shown in the "Reserves &Surplus" and taxes with interest paid on net additional income will be adjusted inthe profit and loss account of the company.
Secretarial Auditor & their report
Pursuant to the provisions of section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed Mr. Anand S.Lavingia Practicing Company Secretary to carry out the Secretarial Audit for thefinancial year ended on March 31 2015. Secretarial Audit Report is attached to thisreport as Annexure "C". The Secretarial Auditors Report for the financialyear ended on March 31 2015 is self-explanatory and do not call for further explanationsor comments that may be treated as adequate compliances of various act rulesregulations guidelines etc. as applicable to the Company except that the report containsome observation by the Auditor that Company has not filled certain resolutions with theregistrar.Your Directors state that in terms of MCA Notification No. G.S.R. 206(E) datedMarch 18 2015 the Company is not required to file that resolutions with the registrar.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of section 134(3) (c) of the Act your Directors state that:
I. in the preparation of the annual financial statements for the year ended on March31 2015 applicable accounting standards read with requirements set out under scheduleIII of the Act have been followed along with proper explanation relating to materialdepartures if any
II. such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the company as at March 31 2015 and of the profit of the companyfor the year ended on that date
III. proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for prevention and detection of fraud and other irregularities
IV. the annual financial statements are prepared on a going concern basis
V. proper internal financial controls are in place and that the financial controls areadequate and are operating effectively and
VI. the systems to ensure compliance with the provisions of all applicable laws are inplace and are adequate and operating effectively.
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) Rules 2014to the extent the transactions took place on those items during the year. Your Directorsfurther state that no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of Equity Shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS.
4. Details of Subsidiary Associates and Joint Venture Company.
5. Details of Contracts and arrangement with the related parties.
6. 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.
Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.
|Registered Office ||By Order of the Board |
|19/20/21 ||For Amrapali Industries Limited |
|Third Floor Narayan Chambers || || |
|B/h Patang Hotel || || |
|Ashram Road || || |
|Ahmedabad 380 009 ||Yashwant Thakkar ||Rashmikant Thakkar |
| ||Managing Director ||Director |
|Place:Ahmedabad ||DIN: 00071126 ||DIN: 00071144 |
|Date: August 28 2015 || || |