Aplaya Creations Limited
The Directors have pleasure in presenting their 32nd Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31st March2015.
The Financial Results are stated as under:
|PARTICULARS ||Year Ended ||Year Ended |
| ||31.03.2015 ||31.03.2014 |
|Sales & Operating Income ||118535238.01 ||1539053 |
|Other Income ||- ||- |
|Total Expenditure with Depreciation ||114469094.08 ||1441977.86 |
|Gross Income/ (Loss) before Taxation ||4066143.93 ||(1420084) |
|Provision for Taxation ||1263667 ||36126 |
|Net Profit/(Loss) ||2802476.93 ||(1456210) |
The Company has earned profit after tax of Rs. 2802476.93/- during the currentfinancial year as against Rs. (1456210)/- earned during the previous financial year.Profit before tax is 4066143.93/- as compared to (1420084)/- in previous year.
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.
As on 31.03.2015 the company held no deposit in any form from anyone. There was nodeposit held by the company as on 31.03.2015 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 Bombay Stock Exchange Ltd. accordingly thecompany has been adhering to the directions and guidelines as required. The report on thecode of corporate governance is annexed separately in this Annual report.
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.
The Board has recommended the appointment of Mr. Dipak Kumar Sharma as the IndependentDirector of the company with effect from 30.09.2014 and for period of 5-years and hisappointment was confirmed by the members at the Annual general meeting held on 30th September2014 as required under Section 149(10).
During the year under review the following director due to preoccupation resigned fromthe Board of the company Mr. Sohanlal Agrawal Director of the Company resigned from theBoard on 14/08/2014.
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding 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 8 times during the financial year the details of which are given in thecorporate governance report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.
POLICY ON DIRECTORS1 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 2015 the Board consists of 5 members. Out of which one is theManaging Director One is Executive Director & CFO two Independent Directors and oneWoman Director is Chairman and Non-exicutive Director on the Board of the Company.
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) a program on Corporate Governance;
(c) provisions under the Companies Act 2013; and
(d) SEBI Insider Trading Regulation 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 Five committees: 1. Audit Committee 2. Nomination andRemuneration Committee 3. Stake Holders Relationship Committee 4. Share TransferCommittee 5. Risk Management 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 Clause 49 of the ListingAgreement.
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 of the
company or its holding subsidiary or associate company; or
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 2015the 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 Mumbai were appointed as statutory auditors of the Company to holdoffice till the conclusion of the Annual General Meeting to be held in the calendar year2017. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. Agarwal Desai And Shah CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders. In this regard the Company has
received a certificate from the auditors to the effect that if they are reappointed itwould be in accordance with the provisions of Section 141 of the Companies Act 2013.
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.
Mr. Anand Khandelia Practicing Company Secretaries was appointed to conduct thesecretarial audit of the Company for the financial year 2014-15 as required under Section204 of the Companies Act 2013 and Rules thereunder. The secretarial audit report for FY2014-15 forms part of the Annual Report and part of the Board's report as Annexure -1.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
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.
The Company does not have any subsidiary.
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 briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's websitewww.einsedutechltd.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 Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.
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 pre-clearance 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
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
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 -2.
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 Managing Director Mr. Pramod Kumar Gupta Executive Director & CFO Mr. SachinSomaiya Independent Director Mr. Dipak Kumar Sharma Independent Director and Ms. PinkiGupta Chairman Non Executive Director of the Company.
3. The secured debt of the company is Nil.
4. The Promoters holding is consists of 13764500 equity shares of Rs.1/- eachamounting to 9.57%.
5. There was no un-paid dividend during the year.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||APLAYA CREATIONS LIMITED |
|PLACE: MUMBAI ||Sd/- |
|DATE: 12/08/2015 ||Ramawtar Gupta |
| ||Managing Director |
| ||(DIN : 06365578) |