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 the financialyear ended March 31 2017.
(Amount in Lakhs)
|Particulars ||F.Y. 2016-17 ||F.Y. 2015-16 |
|Revenue from operations ||493134.62 ||753330.87 |
|Other Income ||353.25 ||231.49 |
|Total Income ||493487.87 ||753562.36 |
|Operating expenditure ||492526.41 ||753073.47 |
|Earnings before interest tax depreciation and amortization ||961.46 ||488.91 |
|(EBITDA) || || |
|Less: Finance costs ||561.73 ||230.58 |
|Depreciation and amortization expense ||207.63 ||225.18 |
|Profit before exceptional item and tax ||192.10 ||33.15 |
|Exceptional items ||-- ||-- |
|Profit before tax (PBT) ||192.10 ||33.15 |
|Less: Tax expense ||27.74 ||112.81 |
|Profit for the year (PAT) ||164.36 ||(34.95) |
|Balance brought forward from previous year ||662.96 ||1379.16 |
|Less: Proposed Dividends ||-- ||-- |
|Tax on Dividends ||-- ||-- |
|Balance carried to balance sheet ||164.36 ||662.96 |
YEAR AT A GLANCE:
Revenue from operations for F.Y. 2016-17 was Rs. 493134.62 Lakh compared to theRevenue from operations of Rs. 753330.87 Lakh of previous year. However the Company hasposted profit before tax of Rs 192.10 Lacs as compared to Rs 33.15 Lakhs of previous year.Further your company has incurred profit after tax of Rs. 192.10 Lakh as compared to Rs33.15 Lacs in previous year. In this regard your Directors want to clarify that thecompany has incurred higher deferred tax asset due to higher timing difference during theyear under consideration.
Further your company has incurred financial expenditure of Rs. 561.73 Lakhs ascompared to last year Rs. 230.58 Lakhs.
In order to conserve resources your Board of Directors has not recommended anydividend for the year ended March 31 2017. (Previous Year Nil).
Amount transferred to reserve:
The Company has not transferred any amount to any reserve for the financial year2016-17 (Previous year - NIL).
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:
During the year under Review Board of Directors of the Company in their Board Meetingheld on July 28 2016 have appointed Mr. Haresh Chaudhari as an Additional (Non-ExecutiveIndependent Director) of the Company and members have approved the Appointment of Mr.Haresh Chaudhari (DIN: 06947915) in the 28th AGM held on September 22 2016.Further there was no change in the constitution of the board.
Cessation of Directorship:
None of the Directors of the Company cease / resign from their Directorship from theCompany in the Financial Year 2016-17.
Directors retire by rotation:
Pursuant to the requirements of the Companies Act 2013 and Articles of Association ofthe Company Mr. Rashmikant Thakkar (DIN: 00071144) 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 yourapproval. Mr. Rashmikant Thakkar (DIN: 00071144) was earlier re appointed as a Whole TimeDirector of the Company at the previous Annual General Meeting of the Company held onSeptember 28 2015 for a further period of five (5) years i.e. w.e.f. July 15 2015. Briefdetails of Mr. Rashmikant Thakkar who is proposed to be re appointed as required underthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is providedin the Notice 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 Ms. Ekta Jain a qualified Company Secretary wasappointed as Company Secretary of the Company w.e.f. April 28 2016. There was no changein Key Managerial Personnel. Further Yashwant Thakkar is serving as Managing Director andRashmikant Thakkar is serving as Whole Time Director to the board. Satish Patel is servingas Chief Financial Officer (CFO) to the Company.
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 March30 2017. 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 accountsfor the year ended March 31 2017 the applicable accounting standards have been followedand that no material departures have been made from the same; b) The Directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit or loss ofthe Company for that year; c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) The Directors had prepared the annualaccounts for the year ended March 31 2017 on going concern basis. e) The Directors hadlaid down the internal financial controls to be followed by the Company and that suchInternal Financial Controls are adequate and were operating effectively; and f) TheDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Number of Board Meetings:
The Board of Directors met 10 (ten) 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 30 2017 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 Management
Personnel: o The policy is formulated to identify and ascertain the integrityqualification expertise and experience of the person for appointment as Director KeyManagerial Personnel and Senior Management personnel and recommend to the Board for his /her appointment. o A person should possess adequate qualification expertise andexperience for the position he / she is considered for appointment. o In case ofappointment of Independent Director the Committee shall satisfy itself with regard to theindependent nature of the Director vis--vis the Company so as to enable the Board todischarge its function and duties effectively.
b. Policy on remuneration of Director KMP and Senior Management Personnel:
The Company s remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis--vis the Company. The Company s philosophy is toalign them with adequate compensation so that the compensation is used as a strategic toolthat helps us to attract retain and motivate highly talented individuals who arecommitted to the core value of the Company. The Company follows mixed of fixed paybenefits 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 2016-17 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 2017.
The Paid up Equity Share Capital as at March 31 2017 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 organization s process of designing and implementinga system of internal control. The Company has successfully laid down the framework andensured its effectiveness. The Company has a well-defined delegation of power withauthority limits for approving revenue as well as expenditure. The Company has in place awell-defined system to record data for accounting and management information purposes andconnects to different locations for efficient exchange of information. It has continuedits efforts to align all its processes and controls with global best practices. Though thevarious risks associated with the business cannot be eliminated completely all effortsare made to minimize the impact of such risks on the operations of the Company. Necessaryinternal control systems are also put in place by the Company on various activities acrossthe board to ensure that business operations are directed towards attaining the statedorganizational objectives with optimum utilization of the resources. Apart from theseinternal control procedures a well-defined and established system of internal audit is inoperation to independently review and strengthen these control measures which is carriedout by a reputed firm of Chartered Accountants. The audit is based on an internal auditplan which is reviewed each year in consultation with the statutory auditor of theCompany and the audit committee. The conduct of internal audit is oriented towards thereview of internal controls and risks in its operations. M/s. Doshi Maru & AssociatesChartered Accountants (FRN: 0112187W) the statutory auditors of the Company has auditedthe financial statements included in this annual report and has issued an report annexedas an Annexure B of the Audit Report of the Company on our internal control over financialreporting (as defined in section 143 of Companies Act 2013). The audit committee reviewsreports submitted by the management and audit reports submitted by internal auditors andstatutory auditor. Suggestions for improvement are considered and the audit committeefollows up on corrective action. The audit committee also meets the statutory auditors ofthe Company to ascertain inter alia their views on the adequacy of internal controlsystems and keeps the board of directors informed of its major- observations periodically.Based on its evaluation (as defined in section 177 of Companies Act 2013) our auditcommittee has concluded that as of March 31 2017 our internal financial controls wereadequate 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 312017.
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 recommend the Board a Policyon Corporate Social
Responsibility and amount to be spent towards Corporate Social Responsibility. The CSRCommittee comprises Mr. Yashwant Thakkar as Chairman and Mr. Mayur Parikh and Mr. MaheshThakkar as Members of the Committee. The CSR Committee is responsible for indicating theactivities to be undertaken by the Company monitoring the implementation of the frameworkof the CSR Policy and recommending the amount to be spent on CSR activities. During theyear under review CSR Committee Meeting was held on May 30 2016 August 13 2016 andFebruary 9 2017 in which all members of the Committee were present. The meeting was heldto review and approve the expenditure incurred by the Company towards CSR activities. Mainfocus of the Company with respect to CSR Contribution is to provide the grocery items forthe benefit of needy and poor people. The Company is purchasing the grocery and othernecessary items from "Jay Jalaram Stores" and "Jalaram ProvisionStores" and provides same to "Amrapali Jivan Sandhya Kutir" (Trust) whichis associated with the social activities. The said trust is providing shelter to theorphan children and also providing the facilities like food household items etc. to theneedy and poor people. The CSR Policy is available on the website of the Company viz.www.amrapalispot.com. The Annual Report on CSR activities in prescribed format is annexedas 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 2016-17 (Previous Year Nil).
The Corporate Governance philosophy of the Company is driven by the interest ofstakeholders and business needs of the organization. The Company continues to be compliantwith the requirements of Corporate Governance as enshrined in Listing Regulations. Asstipulated 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 Governanceis annexed to the Board s Report as Annexure E. The Corporate Governance Reportinter-alia contains the following disclosures: a) Details of Board & CommitteeMeetings b) Composition of Sustainability and Corporate Social Responsibility Committee c)Whistle Blower Policy (Vigil Mechanism) d) Appointment & Remuneration Policy e)Performance Evaluation criteria of the Board its Committees & individual Directors
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:
As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules 2014the term of M/s. Doshi Maru & Associates Chartered Accountants Ahmedabad (FRN:0112187W) Chartered Accountants who is acting as the Statutory Auditors of the Companyexpires at the conclusion of the ensuing AGM of the Company. The Board place on record itsappreciation for the ethical standards and quality maintained by M/s. Doshi Maru &Associates. Chartered Accountants as the Statutory Auditors of the Company. On therecommendation of the Audit Committee the Board recommended the appointment of M/s DoshiMaru & Associates Chartered Accountants (FRN: 0112187W) as the Statutory Auditors ofthe Company for an initial term of four (4) years from the conclusion of 29th AnnualGeneral Meeting till conclusion of the 33rd Annual General Meeting to be heldin calendar year 2021 The Auditors Report for financial year 2016-17 does not contain anyqualification reservation or adverse remark. The Auditors Report is enclosed with thefinancial 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 2016-17 as requiredunder Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial AuditReport for the financial year 2016-17 is annexed to this report as an Annexure F.
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 depositscovered under Chapter V of the Act; (ii) Issue of Equity Shares with differential rightsas to dividend voting or otherwise; (iii) Issue of shares (including sweat equity shares)to employees of the Company under any scheme save and ESOS; (iv) There is no revision inthe Board Report or Financial Statement; (v) No significant or material orders were passedby the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future; (vi) Information on subsidiary associate and joint venturecompanies.
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 Chairman & Managing Director Place: Ahmedabad DIN00071126
Date: September 4 2017