AKI India Ltd.
|BSE: 542020||Sector: Others|
|NSE: N.A.||ISIN Code: INE642Z01018|
|BSE 00:00 | 26 Apr||AKI India Ltd|
|NSE 05:30 | 01 Jan||AKI India Ltd|
|BSE: 542020||Sector: Others|
|NSE: N.A.||ISIN Code: INE642Z01018|
|BSE 00:00 | 26 Apr||AKI India Ltd|
|NSE 05:30 | 01 Jan||AKI India Ltd|
The Directors have the pleasure in presenting the Annual Report and Audited Accounts ofthe Company for the year ended on March 312020
The summarized standalone financial performance of the Company for the financial yearended March 31 2020 as compared to previous year was as under::
In the year under review the turnover of the company has increased to Rs41.03.66.202.10. in financial year 2019-20 as compared to Rs. 184.108.40.2062.20 in financialyear 2018-19 despite of prevailing COVID 19 pandemic.
Tire management continues to pursue its efforts to improve its operational efficiencyby better Capacity Utilisation and diversification into High quality value added exportquality footwear to improve its Turnover and Operating margin in current year. Outlook forcurrent year will be better barring any unforeseen circumstances.
There is no change in nature of business of the Company during the Financial Year underreview.
Your Directors regret their inability to recommend dividend in order to conserveresources for future growth. TRANSFER TO RESERVES
During the year under review there is no transfer to the General Reserves (StatutoryReserve).
COMPANIES POLICY ON DIRECTORS APPOINTMENT AND REMUNEARTION:
The company has made its own selection process viz a viz for executive and nonexecutive directors. Nomination and Remuneration Committee has checked out all the normsas provide in section 149 (6) of Companies Act. 2013 for selection and appointment ofIndependent Directors in company to ensure that the thoughts of such director are notbiased at all. All the directors who have been appointed as independent director incompany are well competent since they are working in the company for a very long period.The company follows proper mechanism for the remuneration paid to the directors as per therecommendation made by the Nomination and Remuneration committee after observing theircomments.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION:
The company would like to inform that no material changes and commitments affecting thefinancial position of the company have occurred during the period from the end offinancial Year till the date of this report.
PARTICULARS OF LOANS GUARANTEES & INVESTMENTS:
The Company has not granted any secured or unsecured loans from /to companies firms orother parties listed in the register maintained under section 189 of the act CompaniesAct 2013 dealing with any loan investments and /or guarantee.
LEGAL FRAMEWORK AND REPORTING STRUCTURE:
The Company would like to inform that a legal compliance tool has been installedvertically within the organization for monitoring and complying all laws applicable to theCompany. This tool is being overseen and supervised by the office of the Chief FinancialOfficer. Further the Chief Financial Officer has also been cast the responsibility ofproviding a compliance certificate at every Board meeting including the key non-compliances during the quarter.
CSR Activities are not applicable to the company. Since the Company does not meet thecriteria as defined under section 135 of Companies Act. 2013 and the rules made thereunder.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required Under Section 134(3) (m) of the Companies Act. 2013 read with the Companies(Disclosure of particulars in the report of the Board of Directors) Rules. 88 and Rule 8(3) of Companies (Accounts) Rules. 14 and forming part of the report of the Directors.(Annexure-1)
COMMITTEES TO THE BOARD:
The Company has several Committees which have been established in Compliance with therequirements of the relevant provisions of applicable laws and statutes.
The Company has following Committees of the Board:
- Audit Committee
- Nomination & Remuneration Committee
- Share transfer & Shareholder's Grievance Committee
(i)MEETINGS OF THE BOARD:
Seven meetings of the Board of Directors w ere held during the year. For furtherdetails please see report on corporate governance.
The Audit Committee consists of Mr. Aslarn Saeed. Mr. Javed Iqbal.. and Mr. Raj KrishnaAgarwal being Non Executive Directors. The broad terms of reference to the Audit Committeeinclude reviewing with management the quarterly and annual financial results/ statementsfinancial or risk management policies adequacy of internal control systems and internalaudit functions overseeing of the Company's financial reporting process recommending theappointment and removal of auditors etc.
(iii) SHARE TRANSFER AND SHAREHOLDER'S GREIVANCE COMMITTEE:
The Share transfer & Shareholder's Grievance Committee was constituted tospecifically look into Share Transfers and redressal of investor's complaints relating totransfer of shares non-receipt of balance sheet non-receipt of declared dividends etc.under the Chairmanship of Mr. Aslarn Saeed. who is independent non executive Director.The other members of the Committee are Mrs. SameenaAsad Iraqi. Whole-time Director and Mr.Javed Iqbal. Director of the company.
During the financial year the SHARE TRANSFER AND SHAREHOLDER'S GREIVANCE COMMITTEE MetOn:
(iii) NOMINATION AND REMUNERATION COMMITTEE
In compliance with section 178 of the Act and of the Listing Agreement the Board hasconstituted "Nomination and Remuneration Committee" which comprises Mr. AslarnSaeed. Mr. Javed Iqbal and Mr. Raj Krishna Agarwal all being Non Executive Directors.During the year under review One meeting of the Committee has been held
The Board has framed a policy for selection and appointment of Directors. SeniorManagement and their remuneration.
(ii) ESTABLISHMENT OF VIGIL / WHISTLE BLOWER MECHANISM;-
The Company promotes ethical behavior in all its business activities and in line withthe best practices for corporate governance. It has established a system through whichdirectors & employees may report breach of code of conduct unethical businesspractices illegality fraud and corruption etc at work place without fear of reprisal.The functioning of the Vigil mechanism is reviewed by the Audit Committee from time totime. None of the Whistle Blowers have been denied access to the Audit Committee of theBoard. The details of the Whistle Blower Policy are explained in the Report on CorporateGovernance and also available on the website of the company.
The company has established a whistle blower mechanism for the directors and employeesto report concerns about unethical behavior actual or suspected fraud or violation of thecompany's code of conduct or ethics policy.
During the Financial Year 2019-20 there was no complaint reported by any Director oremployee of the company under this mechanism
(iv) EXTRACT OF ANNUAL RETURN-
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013. read with Rule 12 of the Companies (Management and Administration)Rules. 2014 the extracts of the Annual Return in MGT-9 as at March 31. 2019 is notapplicable as Per Companies (Amendment) Act. 2017
AUDITORS & AUDITORS' REPORT:
(a) Statutory Auditors & Audit Report:
In terms of the provisions of Section 139 of the Companies Act. 2013. read withprovisions of the Companies (Audit and Auditors) Rules. 2014 as amended. M/s. JaiswalMisra& CO.. Chartered Accountants. Kanpur was appointed as the Auditors of the Companyfor a consecutive period of five years from conclusion of the AGM held on September 30.2015 until conclusion of the AGM of your Company scheduled to be held in the year 2020.The Members may note that consequent to the changes made in the Companies Act. 2013 andthe Companies (Audit and Auditors) Rules. 2014 by the Ministry of Corporate Affairs (MCA)vide notification dated May 7. 2018. the proviso to Section 139(1) of the Companies Act.2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors)Rules. 2014. the requirement of ratification of appointment of Auditors by the Members atevery AGM has been done away with. Therefore the Company is not seeking any ratificationof appointment of M/s. Jaiswal Misra& CO.. Chartered Accountants. Kanpur as theAuditors of the Company by the Members at the ensuing AGM.Your Company has received acertificate from M/s. Jaiswal Misra& CO.. Chartered Accountants. Kanpur confirmingtheir eligibility to continue as Auditors of the Company in terms of the provisions ofSection 14 of the Companies Act. 2013 and the Rules framed there under. They have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of the ICAIas required under the provisions of Regulation 33 of the Listing Regulations.
(b) Secretarial Audit & Secretarial Audit Report:
Pursuant to Section 204 of the Companies Act. and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s T. Jainand Associates Practicing Company Secretary as secretarial auditor for conductingSecretarial Audit for all applicable laws for the Financial Year 2019. The Report of theSecretarial Audit Report to be set out in Annexure-3 to the Director's Report.
There was no observation made by the secretarial auditor in his report.
PARTICULARS OF TRANSACTION WITH RELATED PARTIES
The Details of contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review in Form AOC-2 isannexed with this report as ANNEXURE-2
DECLARATION BY INDEPENDENT DIRECTORS
During the year the Independent directors of the Company had no pecuniary relationshipor transactions with the Company other than sitting fees and reimbursement of expensesincurred by them for the purpose of attending meetings of the Company .Based on thedeclaration(s) of Independent Directors the Board of Directors recorded their opinionthat the Independent Directors are independent of the management and have fulfilled theconditions as specified in the Companies Act 2013 and Rules made there under as well asconcerning provisions of SEBI (LODR) Regulations 20l5. The company has received necessarydeclaration from each independent director under section 148 (7) of the Companies act2013 that he/she meets the criteria of independence laid down in Section 149 (6) of theCompanies act 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT:-
In accordance with the requirements of Section 134(5) of the Companies Act 2013 it ishereby confirmed 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;
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; and
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.
In accordance with Regulation 15 of the SEBI(LODR) Regulations 2015 the CorporateGovernance provisions are not applicable to your Company as the Paid up Equity ShareCapital of the Company is not exceeding Rs. 10 Corers and Net Worth of the Company is notexceeding Rs. 25 Corers as on the last day of previous financial year. AccordinglyCorporate Governance Report Certification from Practicing Company Secretary andCertification from CEO/CFO are not given in Annual Report.
(i) In terms of the provisions of Section 197 (12) of the Companies Act 2013 readwith Rule 5 (2) and (3) of the Companies (Appointment and Remuneration) Rules 2013 asamended the names and other particulars of the employees are not required to be set outin the Directors' Report as none of the employee is drawing the remuneration as prescribedunder Rule 5(2)(i).
In terms of Section 136 of the Companies Act 2013 the Annual Report excluding theaforesaid information is being sent to all the Members of the Company and others entitledthereto. Members who are interested in obtaining such particulars may write to the ChiefFinancial Officer of the Company at its Registered Office.
(ii) The ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not required to be set out in the Director's Report as none ofthe Directors are drawing remuneration owing to the limited profits available in thecompany as detailed in.
No director has been appointed during the financial year 2019-20 Re-appointment
In accordance with provisions of the Act and the Articles of Association of theCompany Mr.RAJ KRISHNA AGARWAL (DIN: 08018396)is liable to retire by rotation and iseligible for re-appointment. The disclosures required pursuant to SEBI Listing Regulationsare given in the Notice of the AGM forming part of the Annual Report. Resolutionproposing his appointment is set-out in the notice calling ensuing AGM
RISK MANAGEMENT POLICY
Pursuant to the requirement of Section 134(3) (n) of the Companies Act 2013 theCompany has already in place a Risk Management Policy which was reviewed by the AuditCommittee and approved by the Board of Directors of the Company. The Policy provides for arobust Risk Management Framework to identify and assess risks such as operationalstrategic financial security property regulatory reputational and other risks andthat there is an adequate Risk Management Infrastructure in place capable of addressingthese risks .Audit Committee of the Company has been entrusted with responsibility toassist the Board in the matters which are given below:
INTERNAL CONTROL SYSTEM
The Board has adopted policies and procedures for ensuring orderly and efficientconduct of its business including adherence to the company's policies the safeguarding ofits assets prevention and detection of fraud error reporting mechanisms the accuracyand completeness of the accounting records and the timely preparation of reliablefinancial disclosures.
INDEPENDENT DIRECTORS MEETING
During the year under review the Independent Directors met to discuss:
-Evaluation of the performance of Non independent Directors & the Board ofDirectors as whole;
-Evaluation of the performance of the Chairman of the Company taking into account theviews of the executive and non-executive directors.
-Evaluation of the quality content and timelines of flow of information between themanagement and the board that is necessary for the board to effectively & reasonablyperform its duties.
Formal Annual evaluation has been made by the Board of its own Performance and that ofits Committees & Individual Directors during the meeting of Board of Directors and bycommon discussion with concerned persons.
The Directors would like to express their sincere appreciation for the cooperation andassistance received from the Authorities Stock Exchanges Associates Bankers as well asour Shareholders at large during the year under review.
The Directors also wish to place on record their deep sense worker of appreciation forthe commitment abilities and hard work of all executives officers and staff who enabledCompany to consistently deliver satisfactory and rewarding performance even in thechallenging economic conditions.