The Members Amit Securities Ltd.
The Directors take pleasure in presenting their 27th Annual Report together with theStandalone and Consolidated Audited Financial Statements for the year ended 31st March2019 and the Management Discussion and Analysis has also been incorporated into thisReport.
HIGHLIGHTS OF PERFORMANCE ON STANDALONE BASIS :
Total income for the year was Rs. 80.97 Lakhs as compared to Rs. 96.70 Lakhs inthe previous year with a decline of 16.27%;
Income from operations for the year was Rs. 78.53 Lakhs as compared to Rs. 81.55Lakhs in the previous year with a decline of 3.70%;
Profit (Loss) before tax for the year was (Rs. 7.435 Lakhs) as compared to Rs.1.62 Lakhs in the previous year;
Profit (loss) after tax for the year was (Rs. 7.436 Lakhs) as compared to Rs.1.30 Lakhs previous year.
SUMMARISED PROFIT AND LOSS ACCOUNT
(Rs. In Lakhs)
|Particulars || |
| ||31.03.19 ||31.03.18* ||31.03.19 ||31.03.18* |
|Revenue from Operations (Net) ||78.53 ||81.56 ||78.53 ||81.55 |
|Other Income ||2.44 ||15.15 ||2.44 ||15.15 |
|Total Income ||80.97 ||96.71 ||80.97 ||96.71 |
|Total Expenditure before Interest and Depreciation ||88.41 ||95.09 ||88.41 ||95.09 |
|Profit before Interest Depreciation & Tax (EBIDTA) ||(7.44) ||1.62 ||(7.44) ||1.62 |
|Less: Interest ||0.10 ||0.03 ||0.10 ||0.03 |
|Less: Depreciation ||- ||- ||- ||- |
|Profit before Tax and exceptional item ||(7.44) ||1.62 ||(7.44) ||1.62 |
|Less: Exceptional Item || ||- || ||- |
|Profit before Tax ||(7.44) ||1.62 ||(7.44) ||1.62 |
|Less: || || || || |
|(a) Current Tax ||- ||0.31 ||- ||0.31 |
|(b) Tax adjustments related to previous year || || || || |
|(c) Deferred Tax || ||0.01 ||0.00 ||0.01 |
|Net Profit for the Year ||(7.44) ||1.10 ||(7.44) ||1.10 |
|Share of Profit from Associate || ||- ||16.17 ||68.33 |
|Add: Other Comprehensive Income ||8.10 ||(0.38) ||8.10 ||(0.38) |
|Total Comprehensive Income ||0.66 ||0.72 ||16.82 ||69.05 |
|Paid up Equity Share Capital ||710 ||710 ||710 ||710 |
|EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) ||0.01 ||0.01 ||0.24 ||0.98 |
In lieu of losses your directors propose to preserve the profits for the growth of thecompany and do not recommend any dividend for the year 2018-19. (Previous year: Nil)
SHARE CAPITAL AND TRANSFER OF AMOUNT TO RESERVES:
The paid-up Equity Share Capital as on 31st March 2019 was Rs. 710.00 Lakhs dividedinto 71.00 Lakhs equity shares of Rs. 10/- each (excluding 568200 partly paid up equityshares earlier on which Rs. 2272800 were forfeited and the said shares were notre-issued by the Company up to 31stMarch 2019) During the year under review and theCompany has not issued any shares with differential voting rights nor granted stockoptions nor sweat equity. As on 31st March 2019 none of the Directors of the Companyhold any security or convertible instruments of the Company.
TRANSFER TO RESERVES:
During the year under review your Company has transferred loss of Rs.743634 to thegeneral reserves.
CASH AND EQUIVALENT TO CASH
Cash and cash equivalent as at 31st March 2019 was Rs 29.75 Lakhs. Your Companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
CHANGE IN NATURE OF BUSINESS IF ANY:
During the year under review your Company has not changed its nature of business.
The details relating to deposits covered under Chapter V of the Act -
|(a) Accepted during the year ||: Nil |
|(b) Remained unpaid or unclaimed as at the end of the year ||: Nil |
|(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved ||: Nil |
Details of deposits which are not in compliance with the requirements of Chapter V ofthe Act:
The Company has not accepted any deposits which are not in compliance of the Companies(Acceptance of Deposits) Rules 2014 during the financial year.
PARTICULARS OF LOANS GUARANTEES SECURITIES OR INVESTMENTS:
Your company has not given any guarantee or provided any security to the other businessentity during the financial year but the company has provided unsecured loan to itsAssociate concern and details of the unsecured loan given is disclosed as per therequirement of Regulation 34(3) of the SEBI (LODR) Regulations 2015 read with Schedule Vof the Listing Regulations is given as under.
|Name of the Company ||Nature of Transactions ||Investment made/Guarantee/Loans Provided ||Op. Balance as on 01/04/2018 ||Transactions made during the year ||Cl. Balance as on 31/03/2019 |
|Mittal Udyog (Indore) Pvt. ||Associate Concern ||Investment made in equity shares ||46500000 ||- ||46500000 |
|Ltd. || ||Investment made in Preference shares ||22500000 ||- ||22500000 |
|Alokik Estate & Finvest Pvt.Ltd ||Associate Concern ||Investment made in equity shares ||475000 || ||475000 |
|Saket Securities and Investment Pvt. Ltd. ||Associate Concern ||Investment made in equity shares ||750000 || ||750000 |
|Arpit Share & Securities Pvt. Ltd. ||Associate Concern ||Investment made in equity shares ||680000 || ||680000 |
|AVA Mettalics Pvt. Ltd. ||Associate Concern ||Investment made in equity shares ||900000 || ||900000 |
|Radius Estate & Finvest Pvt.Ltd. ||Associate Concern ||Investment made in equity shares ||1500000 || ||1500000 |
|Orange Infrabuild Pvt.Ltd. ||Associate Concern ||Investment made in equity shares ||4275000 || ||4275000 |
|Padam Buildmart Pvt.Ltd. ||Associate Concern ||Investment made in equity shares ||3000000 || ||3000000 |
|Akashdeep Finbuild Pvt.Ltd. ||Associate Concern ||Investment made in equity shares ||2300000 || ||2300000 |
|Vishal Realmart Pvt. Ltd. ||Long term Investments ||Investment made in Preference shares ||6435000 || ||6435000 |
|Investment in Mutual Funds ||Long term Investments ||Mutual Funds ||19064725 ||(3385660) ||15679065 |
Since section 186 of the companies Act 2013 is not applicable to your company becausethe main business of the company is to acquire securities. Therefore the company was notrequired to take any approval from its members during the period under review.
MANAGEMENT DISCUSSION & ANALYSIS:
Economic Scenario and Outlook:
Over the past two fiscal years the Indian stock market has soared outperforming manyother major markets. Over the coming year the government will need to ensure that theprocess of resolving the major indebted cases and recapitalizing the public sector banksis carried to a successful conclusion.
The outlook for FY20 remains uncertain owing to softening of domestic consumption andthe slowdown in the PMI automotive sales tourist arrivals and rail freight. Howeverwith a clear mandate the focus shifts on the improvement of rural demand through variousschemes coupled with a stable monsoon outlook. The Centre fiscal deficit target of 3.4%remains an uphill task. The recent positive developments are the decline in oil pricesRBI's favorable policy stance and softening bond yields.
With the new government having been re-elected with a strong mandate continuity inpolicy reforms will continue. Therefore renewed focus on infrastructure manufacturingand rural development will be at the forefront going forward. Centre's Fiscal deficit wascontained at 3.4% (slightly above the budgeted target of 3.3%) despite significantlylower than estimated GST collection due to curtailed expenditure by the Government inQ4FY19.
Industry Outlook and Opportunities:
The new financial year has started with the Modi government returning to power with athunderous majority voicing an ambitious target to make India a $5 trillion economy by2024. A strong mandate at the Centre makes a strong case for stability and clarity inpolicy outlook and long-term reforms.
The global economic activity which was on an upward growth trajectory since 2016-17remained healthy at 3.8% in first half of 2018-19 however softened to 3.2 percent in thesecond half of 2018-19.The economic activity moderated amid renewed trade tensions andtariff hikes between the United States and China resulting in decline in the overallbusiness sentiments tightening financial conditions and higher policy uncertainty acrossmany economies. Due to this global backdrop S&P Moody's has projected the globalgrowth outlook at 2.8% in 2019. The key risk elements like escalation in trade tensionscan adversely affect the consumer confidence and capex plans which in turn could impactgrowth negatively. However over the medium term growth drivers will be easingfinancial.
The Company has made investment in the Associate and group-concern companies. Howeverit may be risk free from the changes in the capital market. The Company is making effortsto realize the investment and loans for better deployment for growth of the company.
Risk Management Policy and Internal Adequacy:
The capital market industry is mainly dependent on economic growth of country andcapital market is also further affected by number of issues arising out of Internationalpolicies of foreign government as well any change in international business environment.The industrial growth is very sensitive which is dependent on many factors which may besocial financial economical or political and also natural climatic conditions in thecountry. However with the positive attitude of country which can mitigate the avoidablerisks. Geopolitical tensions raising crude oil prices rising US bond yields scams inthe banking sector are some of the affecting factors that the country witnessed during theyear under review. The country faced the said concerns with positive measures by way ofmaking amendments or introducing new laws that can assist to grow the economy. Foreigninvestors are very positive for India and trust its policies which are very much investorfriendly. It is expected that the said efforts shall continue during the coming yearsirrespective of the Government which is in power.
Internal Control System:
The company has implemented proper system for safeguarding the operations/business ofthe company through which the assets are verified and frauds errors are reduced andaccounts information connected to it are maintained such so as to timely completion ofthe statements. The Company has adequate systems of Internal Controls commensurate withits size and operations to ensure orderly and efficient conduct of business. Thesecontrols ensure safeguarding of assets reduction and detection of fraud and erroradequacy and completeness of the accounting records and timely preparation of reliablefinancial information. The company has internal audit and verification at regularintervals. The requirement of having internal auditor compulsory by statue in case oflisted and other classes of companies as prescribed shall further strengthen the internalcontrol measures of company.
Associated Risk to the Business:
The Company emphasizes on those risks that threaten the achievement of businessobjectives of the Group over the short to medium term. An overview of these risks isprovided hereafter including the actions taken to mitigate these risks and any relatedopportunities:
i) Strategic and Commercial risks: being taken care by the Risk Management Committeeand reporting to the Board on need basis.
ii) Regulatory compliance risks: The regulatory environment has resulted into increasedregulatory scrutiny that has raised the minimum standards to be maintained by the Company.This signifies the alignment of corporate performance objectives while ensuringcompliance with regulatory requirements. The Company recognizes that regulatoryrequirements can at times be challenging and therefore will strive to understand thechanging regulatory standards so as to strengthen its decision-making processes andintegrate these in the business strategy of each of the industries in which it operates.Drive business performance through the convergence of risk compliance processes andcontrols mechanisms to ensure continued operational efficiency and effectiveness.
iii) Financial risks: It includes among others exposure to movements in interest ratesand the Company also maintains sufficient liquidity so that it is able to meet itsfinancial commitments on due dates and is not forced to obtain funds at higher interestrates.
iv) Day-to-day Risk Management: Management and staff at the Company's facilitiesassets and functions identify and manage risk promoting safe compliant and reliableoperations. These requirements along with business needs and the applicable legal andregulatory requirements underpin the practical plans developed to help reduce risk anddeliver strong sustainable performance.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to Regulation 15 of the SEBI (LODR) Regulations 2015 which states thatRegulation 22 of the SEBI (LODR) Regulations 2015 is not applicable to the Company.However Your Company has voluntarily established a vigil mechanism named vigilmechanism/whistle blower Policy pursuant to Section 177(10) of the Companies Act 2013which has been annexed as 'Annexure-1'with the Board Report.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES:
The names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year:
During the financial year 2018-19 your Company has not become or ceased to be itsSubsidiaries joint ventures or associate companies. Further the Company is not havingany Subsidiaries and Joint Ventures during the year or any period under review. Howeveryour company is having Associates Companies Details of the same is enclosed:
|Name of the other Company ||Position as on 1st April 2018 ||Date on which become as an Associate/ Subsidiary ||Date on which ceased as an Associate/ Subsidiary ||Reasons ||Position as on 31st March 2019 ||Remarks |
|Mittal Udyog (Indore) Pvt. Ltd. ||Associate Concern || || || ||Associate Concern ||No change |
|Alokik Estate & Finvest Pvt. Ltd ||Associate Concern ||01/04/17 || ||Due to implementation of IND (AS) ||Associate Concern ||No change |
|Saket Securities and Investment Pvt. Ltd. ||Associate Concern ||01/04/17 || ||Due to implementation of IND (AS) ||Associate Concern ||No change |
|Arpit Share & Securities Pvt. Ltd. ||Associate Concern ||01/04/17 || ||Due to implementation of IND (AS) ||Associate Concern ||No change |
|AVA Mettalics Pvt. Ltd. ||Associate Concern ||01/04/17 || ||Due to implementation of IND (AS) ||Associate Concern ||No change |
|Radius Estate & Finvest Pvt. Ltd. ||Associate Concern ||01/04/17 || ||Due to implementation of IND (AS) ||Associate Concern ||No change |
|Orange Infrabuild Pvt. Ltd. ||Associate Concern ||01/04/17 || ||Due to implementation of IND (AS) ||Associate Concern ||No change |
|Padam Buildmart Pvt. Ltd. ||Associate Concern ||01/04/17 || ||Due to implementation of IND (AS) ||Associate Concern ||No change |
|Akashdeep Finbuild Pvt. Ltd. ||Associate Concern ||01/04/17 || ||Due to implementation of IND (AS) ||Associate Concern ||No change |
Consolidated Financial Statements
Your company is not having any Subsidiary or Joint Venture Company during the yearunder review. However your company is having an associate company and as per therequirement of IND (AS) and the Companies Act 2013 the Consolidated Financial Statementsis also being prepared. Further Form AOC-1 is attached in the Board report as 'Annexure-2'as per the requirement of the Companies Act 2013.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
Constitution of the Board
The Board of directors are comprising of total 5 (Five) Directors which includes 3(Three) Independent and 1 (one) Women director. The Chairman of the Board is anIndependent Director. The Board members are highly qualified with the varied experience inthe relevant field of the business activities of the Company which plays significant rolesfor the business policy and decision making process and provide guidance to the executivemanagement to discharge their functions effectively.
Our definition of 'Independence' of Directors or Regulation is derived from Regulation16 of SEBI (LODR) Regulations 2015 and section 149(6) of the Companies Act 2013. TheCompany is having following 3 (Three) independent directors;
1. Shri Nitin Maheshwari (appointed w.e.f. 15th August 2018)
2. Shri Anoop Vasudeo Agrawal
3. Shri Vineet Gupta
As per provisions of the Companies Act 2013 Independent Directors were appointed fora term of 5 (five) consecutive years but shall be eligible for re-appointment on passingof a special resolution by the Company and shall not be liable to retire by rotation.
Further Shri Shrish Agrawal Independent Director of the company has resigned from theBoard on 14th August 2018 due to his personal reasons.
Declaration by Independent Directors:
All Independent Directors have given their declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013. Your directorsare satisfied about their independency.
Directors seeking re-appointment at the ensuing Annual General Meeting
Your Board had appointed Mr. Hemant Sharma (DIN 06558353) as Managing Director witheffect from 1st June 2016 at the Board meeting held on 12th Aug. 2015 to hold officetill the 30th May. 2019 and to consider the Reappointment Your Director put thenecessary resolutions proposed to be pass as set out in the notice of the annual generalmeeting.
Key Managerial Personnel:
Shri Hemant Sharma Managing Director; Shri Girdhari Randhive Chief Financial Officerand CS Swati Bansal; have been categorized as the Key Managerial Personnel within themeaning of section 203 of the Companies Act 2013.
There is no change in the Key Managerial Personal during the year 2018-19 except thefollowing:-
1) Mr Girdhari Randive was appointed for the post of Chief Financial Officer w.e.f.30th May 2018.
2) Ms. Priyanka Sengar Company Secretary & Compliance Officer has resigned fromthe post w.e.f. 30th June 2018.
3) Ms Payal Mangal was appointed for the post of Company Secretary & ComplianceOfficer w.e.f. 01st July 2018.
4) Mr. Shirish Agrawal Independent Director has resigned from the post w.e.f. 14thAugust 2018.
5) Shri Nitin Maheshwari (DIN 08198576) was appointed as an Independent Director witheffect from 15th August 2018.
6) Ms Payal Mangal Company Secretary & Compliance Officer has resigned from thepost w.e.f. 31st August 2018.
7) Ms Riya Jain was appointed for the post of Company Secretary & ComplianceOfficer w.e.f. 01st September 2018 and has resigned from the same post w.e.f. 01st May2019.
8) Ms Swati Bansal was appointed for the post of Company Secretary & ComplianceOfficer w.e.f. 01st May 2019.
Meetings of the Board:
The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from other Board business. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.
The notice of Board meeting is given well in advance to all the Directors. Meetings ofthe Board are held in Indore at the Corporate Office of the Company. The Agenda of theBoard meetings are circulated at least a week prior to the date of the meeting. The Agendafor the Board and Committee meetings includes detailed notes on the items to be discussedat the meeting to enable the Directors to take an informed decision.
The Board met 6 (Six) times during the financial year 2018-19 on 30.05.2018;30.06.2018; 14.08.2018; 07.09.2018; 14.11.2018 and 12.02.2019. The maximum intervalbetween any two meetings did not exceed 120 days.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION:
The Board has on the recommendation of the nomination and remuneration committeeframed a nomination remuneration and evaluation policy which lays down the criteria foridentifying the persons who are qualified to be appointed as directors and or seniormanagement personnel of the company along with the criteria for determination ofremuneration of directors KMP's and other employees and their evaluation and includesother matters as prescribed under the provisions of section 178 of Companies Act 2013and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been givenat the website of the Company at Link:-http://www.amitsecuritiesltd.com. The details ofthe same are also covered in Corporate Governance Report forming part of this annualreport.
Annual evaluation by the Board:
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:
i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance
iv. Providing perspectives and feedback going beyond information provided by themanagement
v. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. An executive member of the Board does not participate in thediscussion of his evaluation.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in Note 1 to the Financial Statementshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofCompany as at March 31st 2019 and of the Profit of the Company for the year ended on thatdate;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS
The Board of Directors has devised systems policies and procedures / frameworks whichare currently operational within the Company for ensuring the orderly and efficientconduct of its business which includes adherence to Company's policies safeguardingassets of the Company prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation. In line with best practices the Audit Committee and the Board reviews theseinternal control systems to ensure they remain effective and are achieving their intendedpurpose. Where weaknesses if any are identified as a result of the reviews newprocedures are put in place to strengthen controls. These controls are in turn reviewed atregular intervals.
Nothing has come to the attention of the Directors to indicate that any materialbreakdown in the function of these controls procedures or systems occurred during theyear under review. There have been no significant changes in the Company's internalfinancial controls during the year that have materially affected or are reasonably likelyto materially affect its internal financial controls. There are inherent limitations tothe effectiveness of any system of disclosure controls and procedures including thepossibility of human error and the circumvention or overriding of the controls andprocedures.
DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS U/S 143(12) OTHER THAN THOSE WHICH AREREPORTABLE TO THE CENTRAL GOVERNMENT:
There were no instances for other than reportable fraud to the Central Governmentcovered under section 134(3) (ca) of the Companies Act 2013. Further that the auditorshave not found any fraud as required to be reported by them under section 143(12) to theCentral Government during the year 2018-19.
COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Board has following 5(Five) Committees as follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders' Relationship Committee
(d) Risk management Committee
(e) Internal Committee on Sexual Harassment of Women at Workplace.
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" asannexed to this Annual Report as per Schedule V of the SEBI (LODR) Regulations 2015.
RELATED PARTY TRANSACTIONS & POLICY:
All related party transactions that were entered into during the financial year were onan arm's length basis and are in the ordinary course of business. As per Regulation 15 ofthe SEBI (LODR) Regulations 2015 the Regulation No. 17 to 27 46(2)(b)(i) and Para C D Eof the Schedule V in view of the paid up capital and net worth of the Company is notmandatory. However there are certain transaction which are material in nature and hencethe company is attaching Form AOC-2 as 'Annexure 3' as a part of the Board Report.
There are no material significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval. The transactions entered into are audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their approval on a quarterly basis. The statement is supported by aCertificate from the MD and the CFO of the Company has developed a Related PartyTransactions Manual Standard Operating Procedures for purpose of identification andmonitoring of such transactions.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. (Link: -http://amitsecurities.com/wp-content/uploads/2013/09/POLICY-FOR-RELATED-PARTY-TRANSACTION.pdf).
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Ason March 31 2019 64.08% of the share capital stands dematerialized.
AUDITORS & THEIR REPORT:
The Auditors M/s Sunil Bandi & Co. Chartered Accountants (FRN: 007419C) who wereappointed for a term of 5 (five) consecutive years at the 25 th Annual General Meeting ofthe Company held on 15 th Sept. 2017 shall hold the office till the conclusion of the30th Annual General Meeting to be held in the year 2022. As required under Regulation33(d) of the SEBI (LODR) Regulation 2015 the auditors have also confirmed that they holda valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India. The Board of the company takes pleasure in stating that no suchobservation has been made by the Auditors in their report which needs any furtherexplanation by the Board.
Further as per amendment made in section 139 of the Companies Act 2013 which came into force w.e.f. 7th May 2018 the company is not required to ratify the appointment ofthe Statutory Auditors at the Annual General Meeting of the Company the approval ofmembers be and is hereby accorded to dispense off the requirement of ratification ofauditors upto their remaining term of appointment as per the amendment made in section 139of the Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Dipika Kataria Practicing Company Secretaries to undertake the SecretarialAudit of the Company for the year 2018-19. The Report of the Secretarial Audit Report inthe Form MR-3 is annexed as "Annexure 4" of this Report.
Your Board is pleased to inform that there is no such observation made by the Auditorsin their report which needs any explanation by the Board except that;
1. Auditor Comments: The Company is carrying out the business of metal trading alongwith the business of investment the business started many years back and is not coveredin our audit period hence we reserve our comment /opinion on the same.
Management Comments: The company is carrying the business of metal trading as coveredunder the other objects Therefore the observation are clearly for informative purposeand there are no noncompliances or which needs further clarification from the managementin the particular matter.
Cost Records and Audit:
The company is maintaining the Cost Records as specified by the Central Governmentunder section 148 of the Companies Act 2013 read with the Companies (Cost Records andAudit) Amendment Rules 2014. However The Company is not required to conduct the CostAudit as per the requirement of the Act.
As per Regulation 15 of the SEBI (LODR) Regulations 2015 the Regulation No. 17 to 2746(2)(b)(i) and Para C D E of the Schedule V in view of the paid up capital and net worthof the Company is not mandatory. However in view of the best corporate governance yourcompany is voluntarily complying certain provisions of the said SEBI (LODR) Regulations aseparate report titled 'Corporate Governance' has been attached in this Annual Report as"Annexure-5".
All Board members and senior management personnel have affirmed compliance with theCode of Conduct for the year 2018-19. A declaration to this effect signed by the ManagingDirector of the Company is contained in this Annual Report.
The Managing Director and CFO have certified to the Board with regard to the financialstatements and other matters as required under regulation 17(8) of the SEBI ListingRegulations 2015. Certificate from Auditors of the company regarding compliance ofconditions of corporate governance is annexed to this Report as "Annexure- 6".
Enhancing Shareholders Value:
Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to create value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.
Code of Conduct :
The Company has formulated the code of conduct for the Board members and seniorexecutives under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations2011 and the SEBI (Prohibition of Insider Trading) Regulations 2015 as amended from timeto time. A certificate to that effect for the proper compliances given by the ManagingDirector is annexed as the 'Annexure-7' with this Report.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION ANDPARTICULARS OF EMPLOYEES.
Pursuant to provision of section 197(12) of Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and thedetails of Top 10 employees given in the "Annexure 8".
During the year none of the employees received remuneration in excess of Rs. One CroreTwo Lakhs or more per annum or Rs. Eighty Lakhs Fifty Thousand per month for the part ofthe year. Therefore there is no information to disclose in terms of the provisions of theCompanies Act 2013.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014is annexed herewith as'Annexure-9'.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date ofthis Report.
APPLICABILITY OF THE IND -AS
Rule 4(1)(iii)(a) of the Companies (Indian Accounting Standards) Rules 2015 notifiedvide Notification No.G.S.R.111(E) on 16th Feb. 2015 provides that if the company is alisted company or having a networth of less than Rs. 500 Crore then Company is required tocomply with the Indian Accounting Standards (IND AS) w.e.f. 01stApril 2017. ThereforeIND AS is applicable on the company w.e.f. 01stApril 2017.
EXTRACT OFANNUAL RETURN:
The details forming part of the extract of the Annual Return as on 31st March 2019 inForm MGT-9 is annexed herewith as 'Annexure-10'.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has placed an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 under the guidance of Smt. Aditi Mittal. Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy. Further no complaint was received during the year under review.
CORPORATE SOCIAL RESPONSIBILITY:
In view of the paid up capital profits and turnover of your company during theprevious three years it does not fall under the provisions of the section 135 of theCompanies Act 2013 and the rules made their under.
The Directors thank the various Central and State Government Departments Organizationsand Agencies for the continued guidance and co-operation. The Directors gratefullyacknowledge all stakeholders of the Company viz. customers all the employees membersvendors banks and other business partners for their excellent support received during theyear.
| || ||For and on behalf of the Board |
|Place: Indore ||Hemant Sharma ||Nitin Maheshwari |
|Date: 20thAugust 2019 ||Managing Director ||Chairman |
|Amit Securities Ltd. ||DIN:06558353 ||DIN 08198576 |
|CIN: L65990MH1992PLC067266 || || |