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Amsons Apparels Ltd.

BSE: 538861 Sector: Others
NSE: N.A. ISIN Code: INE812P01018
BSE LIVE 15:40 | 23 Aug 8.65 0.50
(6.13%)
OPEN

8.00

HIGH

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 8.00
PREVIOUS CLOSE 8.15
VOLUME 2319
52-Week high 10.90
52-Week low 5.31
P/E 865.00
Mkt Cap.(Rs cr) 19
Buy Price 8.75
Buy Qty 25.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.00
CLOSE 8.15
VOLUME 2319
52-Week high 10.90
52-Week low 5.31
P/E 865.00
Mkt Cap.(Rs cr) 19
Buy Price 8.75
Buy Qty 25.00
Sell Price 0.00
Sell Qty 0.00

Amsons Apparels Ltd. (AMSONSAPPARELS) - Director Report

Company director report

Your Directors have great pleasure in presenting the 13th Annual Reporttogether with the Audited Accounts of the Company for the year ended at 31stMarch 2016.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2015-16 and 2014-15 is givenbelow:

(Amount in Rupees)

Particulars

For Financial Year Ended

31st March 2016 31st March 2015
Total Income 65874717 85056539
Total Expenditure 63915162 84227242
Profit before Tax 1959555 829297
Less: Tax Expense 628951 237413
Profit / (Loss) After Tax 1330604 591884

FINANCIAL PERFORMANCE

During the year under review the Company’s income is Rs. 65874717 as againstincome of Rs. 85056539 in 2014-15. The net profit after tax during the year has been Rs1330604 as against the net profit of Rs. 591884 in the previous year.

RESERVE AND SURPLUS

The Reserves and Surplus is Rs. 2539947 as on the end of the Current year and theProfit of the Current year Rs. 1330604 has been transferred to Reserve and Surplus.

DIVIDEND

To plough back the profits in to the business activities no dividend is recommendedfor the Financial year 2015-16.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

ISSUE OF SHARES DURING THE YEAR

The company has issued 4000000 Equity Shares of Rs. 10 each on Preferential Basis toNon Promoters on 11th June 2015.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company maintains appropriate systems of internal control including monitoringprocedures to ensure that all assets are safeguarded against loss from unauthorized useor disposition. Company policies guidelines and procedures provide for adequate checksand balances and are meant to ensure that all transactions are authorized recorded andreported correctly.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides identifying internal and externalrisks and implementing risk mitigation steps.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2016 provision of section 129of the Companies Act 2013 is not applicable.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

STATE OF COMPANY AFFAIRS:

There are no order against the Company and the smooth running of business enhancing theprofitability of the company.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2015-16 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company’s policiesprocedures and practices.

Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.

STATUTORY AUDITORS

In Terms of the provisions of Section 139 of the Companies Act2013 M/s. RaviBhushan & Co. Chartered Accountants Statutory Auditors of the Company which hasbeen appointed through Postal Ballot dated 06th May2015 and shown theirinability to continue as Statutory auditors of the Company

The Board has recommended appointment of M/s. Rakesh Batra & Co CharteredAccountants by the shareholders in the forthcoming Annual General Meeting as requiredunder Section 139 of the Companies Act 2013 to the effect that their appointment ifmade will be within the limits as prescribed under the provisions thereof. Your Directorsrecommend their appointment as the Statutory Auditors of the Company.

AUDITORS’ REPORT

The Notes on Financial Statements referred to in the Auditors Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.

CHANGE OF REGISTERED OFFICE

During the year under Review the Company has not changed its registered office.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT 9 has been annexed to the Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year underreview.

CHANGE IN REGISTRAR AND SHARE TRANSFER AGENT

During the year there was there was no change in the share Transfer Agent.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review

Appointment of Mr. Naveen Khandelwal as Company Secretary w.e.f. 01/03/2016.

b) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year Nine (09) Board Meetings were convened and held on 1.04.201509.05.2015 30.05.2015 11.06.2015 28.08.2015 14.11.2015 30.11.2015 13.02.2016 and28.03.2016.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

Our Company has constituted an audit committee ("Audit Committee") as perthe provisions of Section 177 of the Companies Act 2013.

The committee presently comprises following three (3) directors. Mr. Amit Kumar Guptais the Chairman of the Audit Committee.

Name of Member Designation Category No. of meetings
Mr. Amit Kumar Gupta Chairman Independent Director 4
Ms. Radhika Thapliyal Member Independent Director 4
Mr. Vishal Yadav Member Non-Independent Non Executive Director 4

COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Our Company has constituted a Stakeholders relationship Committee to redress thecomplaints of the shareholders. The Stakeholders relationship Committee was constitutedvide resolution passed at the meeting of the Board of Directors held on 31st March 2016.The committee currently comprises of three (3) Directors. Ms. Radhika Thapliyal is theChairman of the Stakeholders relationship Committee /Investors Grievance committee.

Name of Member Designation Category No. of meetings
Ms. Radhika Thapliyal Chairman Independent Director 4
Mr. Amit Kumar Gupta Member Independent Director 4
Mr. Vinay Kumar Member Non-Independent Non Executive Director 4

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013. The committeecurrently comprises of three (3) Directors. Ms. Radhika Thapliyal is the Chairman of theremuneration committee.

The details of the Composition of the Nomination and Remuneration Committee are givenbelow:

Name of Member Designation Category No. of meetings
Ms. Radhika Thapliyal Chairman Independent Director 4
Mr. Amit Kumar Gupta Member Independent Director 4
Mr. Vinay Kumar Member Non-Independent Non Executive Director 4

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees.

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.This policy is explained in corporate governance report and also posted on the website ofcompany.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. The Company has in place an Anti Sexual Harassment Policyin line with the requirements of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. All women employees (permanent contractualtemporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed offduring the year:

a. No. of Complaints received: 0

b. No. of Complaints disposed off : 0

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhas on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Ms. Neelam Bansal Proprietor of M/s Neelam Bansal & Associates CompanySecretaries to undertake the Secretarial audit of the Company. The Secretarial AuditorReport provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure.

With reference to the qualifications we wish to explain that the Company is searchingthe best person for the post of Company Secretary and Chief Financial Officer andeffective steps have been taken to file the necessary form in the records of Registrar ofCompanies NCT of Delhi & Haryana..

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given herein below:

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Sr. No. Name of Director/KMP and Designation

Remuneration of Director/ KMP for FY 2015-16 (Rs. In Lakhs)

% increase in Remuneration in FY 2015-16 **

Ratio of Remuneration of Director to Median Remuneration of employees

1. Mr. Vinay Kumar Whole Time Director

2.28

N.A.

N.A.

2. Mr. Naveen Khandelwal

0.12

NA

N.A.

During the year under review Mr. Naveen Khandelwal was appointed as Company secretaryw.e.f 01/03/2016.

The number of permanent employees as on 31st March 2016 was 3.

Average of remuneration of employees excluding KMPs Nil

No employee’s remuneration for the year 2015-16 exceeded the remuneration of anyof the Directors.

Company’s performance has been provided in the Directors’ Report which formspart of the Board Report.

The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance.

The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS’ REPORT FOR THEFINANCIAL YEAR ENDED MARCH 31 2015 NOT APPLICABLE

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in clause 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 hadbeen followed along with proper explanation relating to material departures;

(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 and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company’s customers shareholderssuppliers bankers Central and State Government for their consistent support to theCompany. The Board also wishes to place on record their appreciation for the hard workdedication and commitment of the employees at all levels. The enthusiasm and unstintingefforts of the employees have enabled the Company to grow in the competitive environment.The Board looks forward to their continued support and understanding in the years tocome.

Date: 19th August 2016
Place: New Delhi
By Order of the Board
For Amsons Apparels Limited
Sd- Sd-
VISHAL YADAV Vinay Kumar
Director Director
DIN: 06575088 DIN: 06617479