Amber Fabrics Ltd.
|BSE: 536820||Sector: IT|
|NSE: N.A.||ISIN Code: INE777E01017|
|BSE 00:00 | 15 Apr||Amber Fabrics Ltd|
|NSE 05:30 | 01 Jan||Amber Fabrics Ltd|
|BSE: 536820||Sector: IT|
|NSE: N.A.||ISIN Code: INE777E01017|
|BSE 00:00 | 15 Apr||Amber Fabrics Ltd|
|NSE 05:30 | 01 Jan||Amber Fabrics Ltd|
To the Members
Amber Fabrics Limited
The Directors have pleasure in presenting before you the Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31 st March 2016.
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:
The performance during the period ended 31st March 2016 has been as under:
Rs. In Lakhs
2. DISCLOSURES UNDER SECTION 134(3) (l) OF THE COMPANIES ACT 2013:
There were no material changes and commitments affecting financial position of thecompany between 31 st March and the date of Board's Report. (I.e. 10/08/2016)
The Company has changed its registered office from Plot.no.16 1st floor Srila RealtyLayout Madinaguda Miyapur Serilingampally Mandal Hyderabad 500049 to R/O #45 M-701-H M Tambourine Jargan hall 6th Phase J P Nagar Opp Metro Pillar no 82 Bengaluru 56007w.e.f. 28.04.2016.
3. CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review there was no change in the nature of Business.
4. PUBLIC DEPOSITS:
The Company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.
5. TRANSFER TO RESERVES:
Directors have decided not to transfer any amount to reserves for the year.
Keeping the Company's expansion and growth plans in mind your Directors have decidednot to recommend dividend for the year.
7. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review
8. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been noticed for inefficiency or inadequacy of such controls. TheCompany maintains appropriate system of internal control including monitoring proceduresto ensure that all assets are safeguarded against loss from unauthorized use ordisposition. Company policies guidelines and procedures provide for adequate checks andbalances and are meant to ensure that all transactions are authorized recorded andreported correctly.
9. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
The details of transactions/contracts/arrangements entered into by the Company withrelated party(ies) as defined under the provisions of Section 2(76) of the Companies Act2013 during the financial year under review are furnished in detail somewhere else inthe report (if applicable) and forms part of this Report.
11. BOARD MEETINGS DURING THE YEAR:
The Board of Directors duly met 4 (four) times on 30.05.2015 14.08.201514.11.2015 and13.02.2016 in respect of which meetings proper notices were given and the proceedingswere properly recorded and signed in the Minutes Book maintained for the purpose.
12. CORPORATE GOVERNANCE:
Corporate Governance and management discussion analysis is not applicable to thecompany since the paid up capital and networth of the company is less than Rs.10.00 croresand Rs.25.00 crores respectively.
13. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report Annexure I
14. RETIREMENTS AND RESIGNATIONS:
During the year Mr. Gopal Krishna Dandu has resigned from the Board w.e.f. 30.05.2016.
The Board places its sincere appreciation for the services rendered by Mr. GopalKrishna Dandu during his tenure as a director of the Company.
15. APPOINTMENT / RE- APPOINTMENT OF DIRECTORS/CEO/CFO AND KEY MANANGERIAL PERSONNEL:
During the year there is no change in the Board of the Company.
Mr. Ajay Kumar Sinha retires by rotation and being eligible offers himself forre-appointment.
16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. Kartika Behera and Ms. TharaPuttalingaiah Independent directors of the company to the effect that they are meeting thecriteria of independence as provided in Sub-section (6) of Section 149 of the CompaniesAct 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.-Annexure-II
17. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm 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 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.
18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES:
The Company does not have any Subsidiary. During the year neither any company became asubsidiary nor ceased as a subsidiary.
19. STATUTORY AUDITORS:
Mr. Raju. S. Narayanan Chartered Accountants Statutory Auditors of the Company retireat the ensuing Annual General Meeting and being eligible have expressed their willingnessfor reappointment. Your directors propose the appointment of Mr. Raju. S. Narayanan.Chartered Accountants as statutory auditors to hold office until the conclusion of thenext Annual General Meeting of the company.
The Board recommends the re-appointment of Mr. Raju. S. Narayanan. CharteredAccountants as the statutory auditors of the Company from the conclusion of this AnnualGeneral meeting till the conclusion of the next Annual General Meeting.
20. INTERNAL AUDITORS:
There is no internal Auditor of the Company
21. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 Secretarial audit report as provided by M/s. S. S. Reddy & AssociatesPracticing Company Secretaries is annexed to this Report as annexure.
22. AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2016 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges that may occur in theindustry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and does not have anyqualifications reservations or adverse remarks except that the Company does not have aCompany Secretary CFO and internal auditors.
The Board is looking for a suitable candidate for the posts above said and the vacancywill be filled soon.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since the company does not has the net worth of Rs. 500 Crores or more or turnover ofRs. 1000 Crores or more a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
24. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015:
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has signed uniform listing agreement with BSE Limited and ASE Limited andframed the following policies which are available on Company's website i.e. www.btil.co.in
Board Diversity Policy
Policy on preservation of Documents
Risk Management Policy
Whistle Blower Policy
Familiarisation programme for Independent Directors
Anti Sexual Harrassment Policy
Related Party Policy
Code of Conduct
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 of the Companies Act 2013 is providedhereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption:
C. Foreign Exchange Earnings and Out Go:
The assets of your Company are adequately insured.
27. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given loans or Guarantees during the year under review.
28. CREDIT & GUARANTEE FACILITIES:
The Company has not been availing any Credit and Guarantee Facilities.
29. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to the Company.
30. RATIO OF REMUNERATION TO EACH DIRECTOR:
No remuneration is being paid to any of the Directors of the Company.
31. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
32. CEO/ CFO CERTIFICATION:
The Managing Director and CEO/ CFO certification of the financial statements for theyear 2015-16 is provided elsewhere in this Annual Report.
33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
34. SECRETARIAL STANDARDS:
The company is in compliance with SS 1 & SS 2.
35. EVENT BASED DISCLOSURES:
During the year under review the Company has not taken up any of the followingactivities:
1. Issue of sweat equity share: The Company has not issued any sweat equityshares during the year under review and hence no information as per provisions of Section54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014.
2. Issue of shares with differential rights: The Company has not issued anyshares with differential rights and hence no information as per provisions of Section43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture)Rules 2014.
3. Issue of shares under employee's stock option scheme: The Company has notissued any equity shares under Employees Stock Option Scheme during the year under reviewand hence no information as per provisions of Section 62(1)(b) of the Act read with Rule12(9) of the Companies (Share Capital and Debenture) Rules 2014
4. Non- Exercising of voting rights : During the year under review therewere no instances of non-exercising of voting rights in respect of shares purchaseddirectly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule16(4) of Companies (Share Capital and Debentures) Rules 2014.
5. Disclosure on purchase by company or giving of loans by it for purchase ofits shares: The Company did not purchase or give any loans for purchase of its shares.
6. Buy back shares: The Company did not buy-back any shares during theperiod under review.
7. Disclosure about revision: Since the company did not undergo anyrevision this clause is Not Applicable to the company for the period under review.
8. Preferential Allotment of Shares: The Company did not allot any shares onpreferential basis during the period under review.
36. EMPLOYEE RELATIONS AND REMUNERATION:
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/-and above in aggregate per annum the limits prescribed under Section 197(12) of CompaniesAct 2013 read with Rule 5 of Companies(Appointment & Remuneration Of ManagerialPersonnel) Rules 2014.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposedduring the calendar year.
Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions other statutory authorities likeSEBI ROC Stock Exchanges NSDL CDSL etc and shareholders of the Company for theircontinued support for the growth of the Company.
Code of Conduct
The Company has formulated and implemented a Code of Conduct for Board Members andSenior Management of the Company. Requisite annual affirmations of compliance with therespective Codes have been made by the Directors and Senior Management of the Company.
Certificate of Code of Conduct for the year 2015-16 as per Regulation 17(5) read withRegulation 34(3) Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Amber Fabrics Limited is committed for conducting its business in accordance with theapplicable laws rules and regulations and with highest standards of business ethics. TheCompany has adopted a "Code of Ethics and Business Conduct" which is applicableto all director officers and employees.
I hereby certify that all the Board Members and Senior Management have affirmed thecompliance with the Code of Ethics and Business Conduct under a certificate of Code ofConduct for the year 2015-16.
CERTIFICATE BY THE WHOLE-TIME DIRECTOR OF THE COMPANY
The Board of Directors Amber Fabrics Limited
As required under Regulation 17(8) read with Part B Schedule II of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 we state that:
1. I have reviewed the financial statements and the cash flow statement for the yearended 31st March 2016 and to the best of my knowledge and belief;
a. These statements do not contain any materially untrue statement nor omit anymaterial fact nor contain statements that might be misleading and
b. These statements present a true and fair view of the company's affairs and are incompliance with the existing accounting standards applicable laws and regulations.
2. There are to the best of my knowledge and belief no transactions entered into bythe company during the year which are fraudulent illegal or violative of the company'scode of conduct.
3. I accept responsibility for establishing and maintaining internal controls I haveevaluated the effectiveness of the internal control systems of the company and I havedisclosed to the auditors and the audit committee deficiencies in the design or theoperation of internal controls if any of which I Was aware and the steps that we havetaken or propose to take and rectify the identified deficiencies and
4. That I have informed the auditors and the audit committee of: a) Significant changesin the internal control during the year;
b) Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and
c) Instances of significant fraud of which we have become aware and the involvement ofany employee having a significant role in the company's internal control system.