Your Directors here by present the 23rd Annual Report on business and operations of theCompany together with the Audited statements of Accounts for the financial year ended on 31stMarch 2015.
[Amount in Rupees]
|Particulars ||Financial Year 2014-15 ||Financial Year 2013-14 |
|Other Income ||1659 ||411980 |
|Total Expenses ||700088 ||534592 |
|Profit (Loss) before Tax and Extra Ordinary Items ||(698429) ||(122612) |
|Provision for Taxation ||Nil ||Nil |
|Net Profit (Loss) after Tax & adjustments ||(698429) ||(122612) |
|Balance carried forward to Balance Sheet ||(698429) ||(122612) |
During the year under review due to financial crisis company has not carried out anybusiness activities and faces huge set back So company not in position to generate anyrevenue from the operation except others income Rs. 1659/- but due to some fixed costcompany posted Net Loss of Rs. 698429/-.
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF THECOMPANYS AFFAIR:
The Company does not have any significant business activity and not carried out anybusiness during the year under review.
Your Directors place on record their deep sense of concern that due to carry forwardlosses your Directors are unable to declare any dividend to its shareholders.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
The issued subscribed and paid up capital of the Company is Rs 120300000 divided into120300000 equity shares of Rs 1/- each. There has been no change in the share capital ofthe Company during the year.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary associate companies & joint ventures.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
No material changes and commitments affecting the financial position of the companyhave occurred between the end of financial year to which the financial statements relateand the date of the Directors Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS IMPACTING GOINGCONCERN AND COMPANYS OPERATIONS:
To the best of our knowledge the company has not received any such orders passed bythe regulators courts or tribunals during the year which may impact the going concernstatus or companys operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors had appointed MR. KETANBHAI SORATHIYA (DIN-01403554) as anAdditional Director in the category of Non-Executive Director with effect from 28.08.2015and appointed as an Independent Director of the company and to hold office for fiveconsecutive years.
In accordance with the provisions of the Companies Act 2013 Mr. ANIL MISTRY retiresby rotation at the ensuing AGM and being eligible offers himself for reappointment.
As per the provisions of Section 149(1) of the Companies Act 2013 and revised clause49 of the listing agreement the Company is required to have at least one Women Directoron its Board. Accordingly Ms. DINABEN GANATRA DIN- 07265796 was appointed as womendirector on 24.08.2015 and the same was resigned as on 28.08.2015.
MR. MAYURBHAI PATEL (DIN: 05280309) was resigned as a Director of the Company witheffect from 24.08.2015.
Since the Company does not have any significant business activities hence the Volumeand Scope of work for the Company Secretary and Chief Financial Officer are less and it isnot a full time work and the job of Company Secretary and Chief Financial Officer are notattractive commensurate with the scope of work and salary.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.
Minimum four pre-scheduled Board meetings are held annually. In case of businessexigencies or urgency of matters resolutions are passed by circulation. During the yearsix Board Meetings and four Audit Committee Meetings were convened and held the detailsof which are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and ListingAgreement.
The terms of reference of the Audit Committee are in consonance with the provisions ofSection 177 of the Companies Act 2013 and of the Listing Agreement and have beenfurnished in the Corporate Governance Report forming a part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been constituted as per the provisions ofSection 178(1) of the Companies Act 2013 on 25.05.2015 and have been furnished in theCorporate Governance Report forming a part of this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has re-named Share Holders Grievance/ ShareTransfer Committee as 'Stakeholders Relationship Committee' in order to align it with theprovisions of Section 178 of the Companies Act 2013 and have been furnished in theCorporate Governance Report forming a part of this Annual Report.
Pursuant to the provisions of the Schedule IV clause VIII of the Companies Act 2013the Board has carried out an evaluation of its own performance the directors individuallyas well as the evaluation of the working of its Audit Appointment & RemunerationCommittees. The performance evaluations of Independent Directors were also carried out andthe same was noted. Independent Directors in their meeting decided to bring moretransparency in their performance and bring more responsibility while taking any policydecisions for the benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence theinformation required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies(Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of eachdirector to the median remuneration of the employees of the Company for the Financial yearis not given.
AUDITORS AND AUDITORS REPORT:
M/S. BIPIN & CO. CHARTERED ACCOUNTANTS VADODARA (FRN 101509W) in respect of whomthe company has received a Special Notice under section 140(4) of the Act proposing theirappointment in the place of retiring auditors M/s. Y. D. & Co. Chartered AccountantsLudhiana (FRN 018846N) and hold office until the conclusion of the ensuing Annual GeneralMeeting and are eligible for reappointment. The observations made by the Auditors intheir Auditors Report and the Notes on Accounts referred to in the AuditorsReport are self-explanatory and do not call for any further comments.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT:
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. SHUBHAM AGARAWAL Company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report in the prescribed Form NoMR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:
|Sr. No. ||Qualifications made by Secretarial Auditor ||Explanations by the Board |
|a) ||Acknowledgement for sending the notices of the Meeting of the Board and Committees are not maintained by the company. ||The notice and agenda for the Board and committee meeting are sent by the email or hand delivery. The company will ensure to maintain to the acknowledgements for sending the notice of the meeting of the board and the committee. |
|b) ||Updating of website with regard to various policies is pending ||The company will take necessary steps to update website with regard to various policies which are pending. |
|c) ||The company has not complied with certain clauses of Listing Agreement as regards publication of Notice of Board Meeting Notice of AGM quarterly results. ||The company will take necessary steps to comply with the same. |
|d) ||As per the provisions of Section 149(1) of the Companies Act 2013 and revised clause 49 of the listing agreement the Company is required to have at least one Women Director on its Board. The Company has not appointed Women Director. ||The Company is in process for appointing of Women Director once suitable and if any willing candidate agrees to join the Company. |
|e) ||As per section 138 of the Companies Act 2013 the Company is required to appoint Internal Auditor. The Company has not appointed Internal Auditor. ||The size of operation of the Company is very small it is not viable to appoint Internal Auditor but the Company has established the internal control system. |
|f) ||As per section 203(1)(i)(ii) & (iii) the Company is required to appoint Company Secretary & Chief Financial Officer. The Company has not appointed Company Secretary & Chief Financial Officer. ||Since the Company does not have any significant business activities hence the Volume and Scope of work for the Company Secretary and Chief Financial Officer are less and it is not a full time work and the job of Company Secretary and Chief Financial Officer are not attractive commensurate with the scope of work and salary. |
|g) ||The company has not maintained the attendance register for Board and committee meeting ||The company will take necessary steps to maintain the attendance register for board and committee meetings. |
|h) ||Statutory Registrar as per companies Act 2013 is yet to be updated. ||The company will take necessary steps to update Statutory Register as per companies Act 2013. |
|i) ||Certain event based E Forms have not been filed by the company in time which were required to be filed with ROC during the audit period. ||The company will ensure to file all relevant documents in time with ROC and other authorities as when required. |
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no systems set up forInternal Controls.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of the Companies Act2013 (the Act) and rule 12(1) of the Companies (Management and Administration)Rules 2014 in the prescribed Form No. MGT 9 forming part of this report is annexedherewith.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to the shareholdersand it includes discussion on matters as required under the provisions of Clause 49 of thelisting agreement forming part of this report is annexed herewith.
CORPORATE GOVERNANCE REPORT:
Your Company has complied with the requirements of Clause 49 of the Listing Agreementon Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the StockExchanges Report on Corporate Governance along with the Auditors Certificate on itscompliance is annexed separately to this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiative under the provisions of Section 135 of the Companies Act 2013 read with Rule9 of Companies (Corporate Social Responsibility Policy) Rules 2014 as the saidprovisions are not applicable.
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 Rule 8 of TheCompanies (Accounts) Rules 2014 are not applicable to Company as our Company has notcarried out in the manufacturing activities. The foreign exchange earning on account ofthe operation of the Company during the year was Rs. Nil.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isnot required to be given as there were no employees coming within the purview of thissection.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Since there are no women employees in the Company hence no comments
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014:
Pursuant to Section 197(12) of the Companies Act 2013 and Rule 5 of Companies(Appointment & Remuneration) Rules 2014 every Listed Company mandates to disclose inthe Boards Report the ratio of the remuneration of each director to the permanentemployees remuneration. However since there is no permanent employee in theCompany no disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities hence the BusinessRisk is at the Minimal Level. Hence no major risk factors are envisaged except for: a.Government Policies b. Human Resource Risk
As the Company does not have any significant business activity there was no need tohave a Vigil Mechanism Policy.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation by way of notes to accounts relating tomaterial departures;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 period;
c) the Directors have 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;
e) Directors have prepared the accounts on a "going concern basis".
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.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.
| ||For and on Behalf of the Board |
| ||For AMRAWORLD AGRICO LIMITED |
|PLACE: AHMEDABAD || |
|DATE: 31.08.2015 ||Sd/- |
| ||(ANIL MISTRY) |
| ||CHAIRMAN |