Amaze Entertech Ltd.
|BSE: 531112||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE011E01029|
|BSE 13:41 | 04 Jan||Amaze Entertech Ltd|
|NSE 05:30 | 01 Jan||Amaze Entertech Ltd|
|BSE: 531112||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE011E01029|
|BSE 13:41 | 04 Jan||Amaze Entertech Ltd|
|NSE 05:30 | 01 Jan||Amaze Entertech Ltd|
Your Directors have pleasure in presenting the 28th Annual Report togetherwith the Audited Accounts of the Company for the Financial Year ended 31stMarch 2017.
The Financial Highlights for the year under report are as under:
REVIEW OF OPERATIONS:
During the financial year ended 31st March 2017 the Company has recordedrevenue of Rs. 1957700/-. The Company has earned profit of Rs 348394 /-during the year under review as compared to losses Rs. 173989/- in the previousfinancial year. The Board of Directors are exploring various business opportunities forits future Development.
EXTRACT OF ANNUAL RETURN:
As required under Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inform MGT-9 is a part of the Annual Report as Annexure - A
During the year under review owing to the accumulated losses the Directors do notrecommend any dividend.
The paid up Equity Share Capital as on 31st March 2017 was Rs. 3500000/- dividedinto 350000 Equity Share of Rs 10/- each. The company has neither issued shares withdifferential rights as to dividend voting or otherwise nor issued shares (including sweatequity shares) to the employees or directors of the company under any scheme.
CHANGE IN NAME AND OBJECT OF THE COMPANY:
The Board of Directors from time to time has always considered the proposals fordiversification into the areas which would be profitable for the Company. Currently theCompany is into the job work to ancillaries unit of auto industry.
The object clause of the Company which is presently restricted its scope required tobe so made out to cover a wide range of activities to enable your company to considerembarking upon new projects and activities.
Therefore as a part of diversification plans for further growth of the Company and forincreasing operations and profits of the Company the Board has decided to extend itsscope of working in the areas of Information Technology and allied areas of operations onits own or joint venture with others.
Accordingly the name of the Company was change from" Bell AgroMachinaLimited" to "Amaze Entertech Limited" and the object clause of the Companywas altered to include the Object Clauses related to Information Technology and alliedareas of operations vide special resolution passed through postal ballot conductedpursuant to section 110 of the companies act 2013 read with rule 22 of the companies(management and administration) rules 2014 on January 17 2017.
CHANGE IN REGISTRAR AND SHARE TRANSFER AGENT
The board of directors of the company at its meeting held on 14/02/2017 changed theregistrar and share transfer agent of the company from M/s. System Support ServicesPrivate Limited to M/s. Skyline Financial Services Private Limited. having their office at4 A 9 Gundecha Onclave Kherani Road Sakinaka Mumbai- 400 072.
During the year under review Your Company has neither accepted/ invited any depositsfrom public falling within the ambit of Section 73 of the Companies Act 2013 and theCompanies (Acceptance of Deposits) Rules 2014 nor did any deposits remain unpaid orunclaimed during the year under review
INTERNAL CONTROL SYSTEM:
The Company has in place well defined and adequate internal controls commensurate withthe size of the Company and same were operating throughout the year. During the year underreview Mr. Bhushan Adhatrao Chartered Accountant acted as Internal Auditor of the Company.The Board of Directors re-appointed Mr. Bhushan Adhatraoas Internal Auditor of the Companyfor the F.Y. 2017-18.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (5) of the Companies Act 2013 withrespect to Directors Responsibilities Statement it is hereby confirmed:
a) that in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards had been followed along with properexplanation relating to material departures.
b) that the Directors has selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year review.
c) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities and
d) The Directors had prepared the accounts for the financial year ended 31st March2016 on a going concern basis.
e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
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.
Since the Company has no subsidiaries provision of Section 129 (3) of the CompaniesAct 2013 is not applicable.
LOANS GUARANTEES OR INVESTMENTS:
Your Company has neither given any loan or guarantee nor has made any investment duringthe year under report attracting the provisions of Section 186 of the Companies Act 2013.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Since the Company is not engaged into any manufacturing activity provision of Section134(3)(m) of the Company Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules2014 regarding conservation of energy technology absorption and foreign exchange earningsand outgo is not applicable.
During the year under review there were no foreign exchanges Earnings or outgo.
PARTICULARS OF EMPLOYEES:
Disclosure pertaining to the remuneration and other details as required under Section197(12) of The Companies Act 2013 read with rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and any amendments thereof is enclosedas Annexure A-1.
x Board meeting:
The Board of Directors duly meets 4 (Four) times during the financial year from ended31st March 2017 as under: 30th May 2016 13th August2016 14th Novembers 2016 and 14th February 2017. The periodicitybetween two Board Meetings was within the maximum time gap as prescribed in the SEBI(LODR) Regulations 2015 / Companies Act 2013.
The Composition of the Board is as under:
COMMITTEE MEETINGS: x Audit Committee
The Audit committee reviews reports of the internal auditor meets statutory auditorsas and when required and discusses their findings suggestions observations and otherrelated matters. It also reviews major accounting policies followed by the Company.
The Audit Committee of the Company is constituted/re-constituted in line with theprovisions of Regulation 18 of SEBI (Listing Obligations and Disclosure requirements)Regulations 2015 read with Section 177 of the Companies Act 2013.
The Audit Committee is duly constituted during the financial year ended on 31st March2017 4 (Four) Meetings of the Audit Committee were held i.e. on 30th May2016 13th August 2016 14th Novembers 2016 and 14thFebruary 2017.
The Statutory Auditor Internal Auditor and Executive Directors/Chief Financial Officerare invited to the meeting as and when required.
The Composition of the Audit Committee is as under:
* Inducted as Member of Audit Committee w.e.f 14/02/2017 # Resigned as Member w.e.f14/02/2017
x Nomination & Remuneration Committee:
The Nomination and Remuneration Committee recommends the appointment of Directors andremuneration of such Directors. The level and structure of appointment and remuneration ofall Key Managerial personnel and Senior Management Personnel of the Company as per theRemuneration Policy is also overseen by this Committee.
During the financial year under review the Nomination & Remuneration Committee meetonce and was attended by all the Members. The Composition of the Nomination &Remuneration Committee is as under:
* Inducted as Member w.e.f 14/02/2017 # Resigned as Member w.e.f 14/02/2017
x Stakeholders Relationship Committee:
The scope of the Shareholders/ investors Grievance Committee is to review and addressthe grievance of the shareholders in respect of share transfers transmission non receiptof annual report non receipt of dividend etc and other related activities. In additionthe Committee also looks into matters which can facilitate better investors servicesand relations.
The Stakeholders Relationship Committee is duly constituted during the financialyear ended on 31st March 2016 4 (Four) Meetings of the Stakeholders RelationshipCommittee were held i.e. on 30th May 2015 14th August 2015 09thNovembers 2015 and 12th February 2016.
The Composition of the Stakeholders Relationship Committee is as under:
# Resigned as Member w.e.f 14/02/2017
DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP):
- APPOINTMENT OF DIRECTOR & KMP:
During the year under review the Board of Directors appointed Mr. Deepak Mehta and Mrs.Sejal Sonias an Additional Directors of the Company in its meeting held on 14thFebruary 2017.
Mr. Harsh Mehta was appointed as Additional Directors (Non Executive Director) andChief Financial Officer of the Company in its meeting held on 18th August2017.
- CESSATION OF DIRECTORS & KMP:
During the year under review Mr. Shivaputra Bellad and Mrs. Meena Umachagi resignedfrom the post of Director of the Company in the Board Meeting held on 14thFebruary 2017. The Board placed on record its appreciation for the assistance andguidance provided by Mr. Shivaputra Bellad and Mrs. Meena Umachagi during their tenure asDirectors of the Company.
Mr. Saurabh Rathod resigned from the post of Director of the Company in the BoardMeeting held on 18th August 2017. The Board placed on record its appreciationfor the assistance and guidance provided by Mr. Saurabh Rathod during his tenure asDirector of the Company.
During the year under review Mr. Yatin Mehta resigned as Chief Financial Officer of theCompany in the Board Meeting held on 18th August 2017.
- INDEPENDENT DIRECTORS:
The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation.
The Independent Directors have submitted their disclosure to the board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of the Companies Act 2013 as well as SEBI (LODR)Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 and Regulation 27(2) of SEBI(LODR) Regulations 2015 the Board has carried out an evaluation of its own performancethe directors individually as well as the evaluation of the working of its AuditNomination and Remuneration Committees.
RELATED PARTY TRANSACTIONS:
There are no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the Company at large. Information on transactions with relatedparties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules 2014 are given in Annexure in Form AOC-2 and the same forms part of thisreport as Annexure B.
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 report on Corporate Governance is not applicable as the Company iswithin the prescribed limit.
MANAGEMENT DISCUSSION ANALYSIS REPORT:
The Management Discussion and Analysis Report form part of the Board Report as Annexure- C
CORPORATE SOCIAL RESPONSIBILITY:
Corporate Social Responsibility i.e (CSR) activities as required under Section 135 ofthe Companies Act 2013 is not applicable to the Company.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Mandar Palav - Partner M/s DSM & Associates Company Secretaries tocarry out Secretarial Audit for the financial year 2016-17. The Secretarial Audit reportis annexed as Annexure D to this Report. This report contains aqualification as mentioned below.
1. The Company has not appointed Company Secretary as required under Section 203 of theCompanies Act 2013 and Regulation 6 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
In this Connection the Board of Directors submits as under:
1. As regard qualification mentioned above the Company is in the process of appointingCompany & Secretary Compliance office as required under Section 203 and is takingappropriate step to comply with the said qualification.
At the 26th AGM of your Company held on 24th September 2016 M/s. Koshal& Associates Chartered Accountants (Membership No. 043746) was appointed as theAuditors to hold office until the conclusion of the Annual General Meeting (AGM) to beheld in 2020 subject to the ratification by the shareholders at each AGM held after theprevious AGM).
The Board of Directors at its meeting held on 18th August 2017 in accordance with theprovisions of Section 139(8) of the Companies Act 2013 read with Rule 3 of the Companies(Audit
& Auditors) Rules 2014 have recommended to shareholders to ratify the appointmentof /s. Koshal & Associates Chartered Accountants (Membership No. 043746) of Mumbai tocontinue to act as statutory auditors of the Company to hold office from the conclusion ofthis Annual General Meeting until the conclusion of next Annual General Meeting of theCompany. M/s. Koshal & Associates Chartered Accountants (Membership No. 043746) hasconfirmed their willingness under Section 141 of the Act and the rules framed thereunderfor re-appointment as Auditors of the Company.
The observations made in the Auditors Report are self explanatory and do not callfor any further comments u/s 134(3)(f ) of the Companies Act 2013
IMPLEMENTATION OF RISK MANAGEMENT POLICY:
The Company has formulated a policy and process for risk Management. The Company hasset up a core group of leadership team which identifies assesses the risks and thetrends exposure and potential impact analysis at different level and lays down theprocedure for minimization of risks. Risk Management forms an integral part of Managementpolicy and is an ongoing process integrated with the operations.
Company has identified various strategic operational and financial risks which mayimpact Company adversely. However management believes that the mitigation plans foridentified risks are in place and may not threaten the existence of the Company.
During the year under review there were no cases filed pursuant to the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM:
Your Company recognizes the value of transparency and accountability in itsadministrative and management practices. The Company promotes the ethical behavior in allits business activities. The Company has adopted the Whistle blower Policy and VigilMechanism in view to provide a mechanism for the Directors and employees of the Company toapproach Audit Committee of the Company to report existing/probable violations of lawsrules regulations or unethical conduct.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
Your Directors wish to place on record their appreciation for the assistance andco-operation received from the Companys Bankers Government Agencies FinancialInstitutions Customers Investors and Business constituents and look forward to maintainthe same in future.