FOR THE FINANCIAL YEAR 2016-17
The Directors have pleasure in presenting their 34th Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31st March2017.
The Financial Results are stated as under:
| ||(Rs.) ||(Rs.) |
|PARTICULARS ||Year Ended 31.03.2017 ||Year Ended 31.03.2016 |
|Sales & Operating Income ||102760090 ||207453700 |
|Other Income ||4743404 ||6798844 |
|Total Expenditure with Depreciation ||107262975 ||212943787 |
|Gross Income/ (Loss) before Taxation ||240519 ||1308757 |
|Provision for Taxation ||37206 ||373052 |
|Net Profit/(Loss) ||203313 ||935705 |
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
During the year under review your company has earned profit after tax of Rs.203313/- during the current financial year as against Rs. 935705/- earned during theprevious financial year. Profit before tax is Rs. 240519/- as compared to Rs.1308757/- in previous year. The company has object of carrying on business of readymadegarments and trading of sarees.
CHANGE IN NATURE OF BUSINESS IF ANY
No change in the name of the company or nature of business of the company.
In view of the carry forward losses incurred in the earlier years and pursuant tosection 123 of the Companies Act 2013 the board regrets its inability to declare anydividend for the year under review.
AMOUNT TRANSFERRED TO RESERVES
No amount has been transferred in reserves during the current financial year.
CHANGES IN SHARE CAPITAL IF ANY
The paid up Equity Share Capital as on 31st March 2017 was Rs. 143800000.There have been no changes in the capital structure of the Company as no new shares wereissued by the Company during the period under consideration.
As on 31.03.2017 the company held no deposit in any form from anyone. There was nodeposit held by the company as on 31.03.2017 which was overdue or unclaimed by thedepositors. For the present the broad of directors have resolved not to accept anydeposits from public.
As per the directions of SEBI and the BSE Ltd. accordingly the company has beenadhering to the directions and guidelines as required. The report on the code of corporategovernance is annexed separately in this Annual report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:
a) Conservation of Energy:
Since the company is not engaged in any manufacturing activity issues relating toconservation of energy are not quite relevant to its functioning.
b) Technology Absorption:
Since the company is not engaged in any manufacturing activity issues relating toTechnology Absorption are not quite relevant to its functioning.
c) Foreign Exchange Earnings/Outgo:
PARTICULARS OF LOAN GUARANTEE AND INVESTMENTS UNDER SECTION 186
During the period under review no loans and guarantees were provided by the Companyunder the provisions of Section 186 of Companies Act 2013.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company has occurred between the end of thefinancial year of the Company- 31st March 2017 till the date of this report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company are of the view that currently no significantrisk factors are present which may threaten the existence of the company. During the yearDirectors have an adequate risk management infrastructure in place capable of addressingthose risks. The company manages monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives. The AuditCommittee and Board of Directors review these procedures periodically.
The Companies Act 2013 provides for the appointment of independent directors.Sub-section (10) of Section 149 of the Companies Act 2013 provides that independentdirectors shall hold office for a term of up to five consecutive years on the board of acompany; and shall be eligible for re-appointment on passing a special resolution by theshareholders of the Company.
Further according to Sub-section (11) of Section 149 no independent director shall beeligible for appointment for more than two consecutive terms of five years. Sub-section(13) states that the provisions of retirement by rotation as defined in Sub-sections (6)and (7) of Section 152 of the Act shall not apply to such independent directors.
Reg. 17 of SEBI (LODR) Regulations 2015 mandates that the Board shall monitor andreview the Board evaluation framework. The Companies Act 2013 states that a formal annualevaluation needs to be made by the Board of its own performance and that of its committeesand individual directors. Schedule IV of the Companies Act 2013 states that theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report. The Board approved theevaluation results as collated by the nomination and remuneration committee.
NUMBER OF MEETINGS OF THE BOARD
The Board met 6(Six) times during the financial year the details of which aregiven in the corporate governance report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.
|Date ||No. of Directors ||No. of Directors Present |
|09/04/2016 ||5 ||5 |
|09/05/2016 ||5 ||5 |
|30/05/2016 ||5 ||5 |
|10/08/2016 ||5 ||5 |
|11/11/2016 ||5 ||5 |
|10/02/2017 ||5 ||5 |
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2017 the Board consists of 5 members. Out of which one is theManaging Director One is Executive Director & CFO two Independent Directors and oneWoman Director being Non-executive & NonIndependent Director on the Board of theCompany.
The Board has undergone changes from the closure of financial year 2016-17 till 11thAugust 2017 as mentioned below:-
|Name of Directoi/KMP ||Appoitment/Resignation ||Date of Intimation |
|Sachin Somiya ||Resignation ||30/06/2017 |
|Dipak Kumar Sharma ||Resignation ||30/06/2017 |
|Pramod Kumar Kushawaha ||Appointment ||30/06/2017 |
|Gaurav Kumar Pandey ||Appointment ||30/06/2017 |
|Shivani Shukla ||Appointment ||30/06/2017 |
|Raushan Kumar Thakur ||Appointment ||30/06/2017 |
|Ramwatar Gupta ||Resignation ||06/07/2017 |
|Pramod Kumar Gupta ||Resignation ||06/07/2017 |
|Pramod Kumar Kushawaha ||Resignation ||11/08/2017 |
|Gaurav Kumar Pandey ||Resignation ||11/08/2017 |
|Ivan Anil William Dsouza ||Appointment ||11/08/2017 |
|Rukiya Begum Anwer Pasha ||Appointment ||11/08/2017 |
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Subsection (3) of Section 178 of the Companies Act 2013adopted by the Board are stated in this Board report. We affirm that the remunerationpaid to the directors is as per the terms laid out in the nomination and remunerationpolicy of the Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors/senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology qualityfacilities and risk management.
The Company has organized the following workshops for the benefit of Directors andIndependent Directors:
(a) a program on how to review verify and study the financial reports;
(b) provisions under the Companies Act 2013; and
(c) SEBI Insider Trading Regulation 2015.
(d) SEBI (LODR) Regulations 2015
Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a director.
COMMITTEES OF THE BOARD
Currently the Board has 3(three) committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stake Holders Relationship Committee.
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and SEBI (LODR) Regulations 2015.
INDEPENDENT DIRECTORS DECLARATIONS
In the opinion of the Board the independent directors are individually person ofintegrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are not a promoter of the Company or its holding subsidiary or associatecompany;
2. They are not directors in the company its holding subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniaryrelationship or transaction with the company its holding subsidiary or associatecompany or their promoters or directors amounting to two percent. or more of its grossturnover or total income or fifty lakh rupees or such higher amount as may be prescribedwhichever is lower during the two immediately preceding financial years or during thecurrent financial year;
5. Independent Director neither himself nor any of his relatives
holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of a firm of auditors or company secretaries in practice or cost auditors ofthe company or its holding subsidiary or associate company.
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THECOMPANIES ACT 2013
The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under Section 133 of theCompanies Act 2013 ('the Act') read with Rule 7 of the Companies (Accounts) Rules 2014the provisions of the Act (to the extent notified) and guidelines issued by the Securitiesand Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards in the adoptionof these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended March 31 2017the applicable accounting standards have been followed.
2. The directors have 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.
3. The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
4. The directors have prepared the annual accounts on a going concern basis.
5. The directors have laid down internal financial controls which are adequate and areoperating effectively.
6. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
At the Postal Ballot Result announced on February 5 2015 M/s. Agarwal Desai And ShahChartered Accountants (Firm Regn. No- 124850W) Mumbai were appointed as statutoryauditors of the Company to hold office till the conclusion of the 34th Annual GeneralMeeting to be held in the calendar year 2017. As per the provisions of Sections 139 142and other applicable provisions if any of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as may be applicable and pursuant to therecommendations of the Audit Committee M/s. Vijay Darji & Associates CharteredAccountants (Firm Registration No. 118614W) be appointed as statutory auditors of theCompany in place of retiring auditors M/s. Agarwal Desai & Shah CharteredAccountants (Firm Registration No. 124850W) to hold office from the conclusion of the 34thAnnual General Meeting (AGM) until the conclusion of the 39th AGM subject to ratificationby members every year as applicable at such remuneration and out of pocket expenses asmay be decided by the Board of Directors of the Company.
The Auditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are self explanatory and do not call for any comments undersection 134 of the companies Act 2013.
Ms. Renu Kathuria Practicing Company Secretary was appointed to conduct thesecretarial audit of the Company for the financial year 2016-17 as required under Section204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for F.Y2016-17 forms part of the Annual Report and part of the Board's report as Annexure -I.
Secretarial Auditor Report contains some observations and remarks for F.Y 2016-17 whichare as follows-
1. Company received one shareholder complaint on SCORES and it was resolved in the samefinancial year.
2. Show Cause Notices were received to the company from SEBI and Income Tax Departmentduring the year in the matter of preferential allotment made by the company andaccordingly reply has been submitted to the authority by the concerned employee.
The board will ensure and keep a check on compliance team and ensure that allcompliances and filing of forms in future are done within the prescribed time period andno non-compliances or delayed compliances take place.
Appointment of Cost Auditor is not applicable to the Company. Hence the company hasnot appointed any Cost Auditor.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
As per Sec 188(1) of the Companies Act 2013 there is no transaction entered with therelated party during the Financial Year 2016-17. Form AOC-2 is attached as Annexure-III.
DETAILS OF SUBSIDIARY TOINT VENTURES & ASSOCIATES
During the year under review no company became or ceased to be a Subsidiary/JointVenture/Associate of the Company.
PARTICULARS OF EMPLOYEES
The particulars of employees are given in Annexure-IV to this report as requiredunder Section 197(12) of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE1PREVENTION PROHIBITION &REDRESSAL) ACT 2013
The company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of under Sexual Harassment of Women at workplace (PreventionProhibition & Redressal) Act 2013. For the F.Y 2016-17 no case of sexual harassmentwas pending at the beginning no case was received during the year nor did any case standpending at the closure of F.Y.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
We view responsible conduct as a necessary input for long term business success. Weaccept responsibility for our business or employees and society. That is how we defineour corporate responsibility. But as per Section 135 of Companies Act 2013 your companyis out of the preview of this responsibility.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company.
The Company believes in Zero Tolerance against bribery corruption and unethicaldealings/behaviors of any form and the Board has laid down the directives to counter suchacts. The Code has been posted on the Company's website www.aplayacreations.com
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any in staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing withconcerns and also that no discrimination will be meted out to any person for a genuinelyraised concern.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with theCode.
SIGNIFICANT AND MATERIAL ORDERS
No material orders were issued in the name of the company in the financial year2016-17. The company received show cause notice from SEBI in respect of preferentialallotment made by the company and a notice from Income Tax Department.
EXTRACT OF ANNUAL RETURNS
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return is annexed as Annexure -II.
1. The Paid up capital of the Company is Rs. 143800000/- consisting of 143800000equity shares of face value of Re.1/- each.
2. The Board of Directors of the company consists of 5 Directors namely Mr. RamawtarGupta Chairman & Managing Director Mr. Pramod Kumar Gupta Executive Director &CFO Mr. Sachin Somaiya Independent Director Mr. Dipak Kumar Sharma Independent Directorand Ms. Pinki Gupta Non Executive Director of the Company.
3. The company's management has undergone changes from the closure of financial year2016-17 till 11th August 2017 with appointment & resignation of variouspersonnel on the position of Managing Director Director(s) and CFO.
4. The secured debt of the company is Nil.
5. The Promoters holding is consists of 13764500 equity shares of Rs.1/- eachamounting to 9.57%.
6. There was no un-paid dividend during the year.
Your Directors take this opportunity to place on record their sincere appreciation forthe co-operation and assistance the Company has received from Banks and various GovernmentDepartments. The Board also places on record its appreciation of the devoted services ofthe employees; support and co-operation extended by the valued business associates of theCompany.
| || |
For and on behalf of the Board
| || |
For APLAYA CREATIONS LIMITED
|Date-11.08.2017 ||Sd/- ||Sd/- |
|Place- Mumbai ||Raushan Kumar Thakur ||Pinki Gupta |
| ||(Managing Director) ||(Director) |
| ||DIN:-07837321 ||DIN:-06365547 |