Amit Securities Ltd.
The Directors take pleasure in presenting their 25th Annual Report together with theStandalone and
Consolidated Audited Financial Statements for the year ended 31 stMarch 2017 and theManagement
Discussion and Analysis has also been incorporated into this Report.
HIGHLIGHTS OF PERFORMANCE ON STANDALONE BASIS:
0 Total income for the year was Rs. 108.17 Lakhs as compared to Rs. 307.02 Lakhs in theprevious year with a decline of 64.77%;
0 Income from operations for the year was Rs. 103.42 Lakhs as compared to Rs. 283.80Lakhs in the previous year with a decline of 63.55%;
0 Profit before tax for the year was Rs. 10.34 Lakhs as compared to Rs. 50.18 Lakhs inthe previous year;
0 Profit after tax for the year was Rs. 5.45 Lakhs as compared to Rs. 40.38 Lakhsprevious year. FINANCIAL RESULTS: (Rs. In Lakhs)
| || |
|Particulars || |
Year ended on
Year ended on
| ||31.03.2017 ||31.03.2016 ||31.03.2017 ||31.03.2016 |
|Revenue from Operations (Net) and other income ||108.17 ||307.01 ||123.12 ||320.89 |
|Profit Before Tax (PBT) ||10.34 ||50.18 ||25.29 ||64.06 |
|Provision for Tax ||4.88 ||9.80 ||4.89 ||9.80 |
|Profit After Tax (PAT) ||5.45 ||40.37 ||20.40 ||54.25 |
|Less: Minority Interest ||0.00 ||0.00 ||0.00 ||0.00 |
|Balance brought forward from prev ious year ||251.74 ||211.36 ||340.62 ||286.36 |
|Profit available for Appropriations ||257.19 ||251.73 ||361.02 ||340.61 |
|Surplus carried to the next years account ||257.19 ||251.73 ||361.02 ||340 61 |
|Paid up Equity Share Capital ||710.00 ||710.00 ||710.00 ||710.00 |
|EPS (Equity Shares of Rs.10/- each) Basic & Diluted (in Rs.) ||0.08 ||0.57 ||0.29 ||0.76 |
Due to requirement of the long term financial resources your directors propose topreserve the profits for the growth of the company and do not recommend any dividend forthe year 2016-17. (Previous year: Nil) SHARE CAPITAL AND TRANSFER OF AMOUNT TORESERVES:
The paid-up Equity Share Capital as at 31st March 2017 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 upto 31st March 2017) 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 2017 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 not transferred any amount to thegeneral reserves. (Previous year: Rs. Nil)
Cash and equivalent to Cash
Cash and cash equivalent as at 31st March 2017 was Rs. 1.99 Lakhs (Previous year 2.68Lakhs). Your Company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough continuous 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 interestthereon 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 deposit 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 ||Relationship ||Investment made/ Guarantee/Loans Pnn ideil ||Op. Balance as on |
|Transactions made during tile sear ||Cl. Balance as on |
|Mittal Cdy v (Indore) Pvt Ltd. ||As*'*. iatc Concern ||Loan given ||000 ||11260485 ||11266485 |
|Investment made in cquit> shares || |
| || |
| || ||Investment made in Preference shares ||22500000 ||0.00 ||22500000 |
|Yislul Real Mart Pvt. Ltd. ||Other concerns in which directors having influences ||Loan Given ||2515004 ||215306 ||27.1.270 |
|Im esurient made in Preference shares ||3435000 ||O.0O ||3 135000 |
|Sakct Securities V- Investments Pvt Ltd. ||Othjr concern* in which directors having influences ||!.i\ estmeiit made in equity shares ||1150000 || ||750000 |
Since the main business of the company is to acquire securities etc.Section 186 of theCompanies Act 2013 is not applicable on your company. For further details can bereferred in the financial statements annexed in the Annual Report for the year 2016-17.
MANAGEMENT DISCUSSION & ANALYSIS :
Economic Scenario and Outlook:
The economic growth in India accelerated in Fiscal Year 2017 is projected to declinebecause of slowdown in the public investment and declining exports. The Investment willpick up gradually as excess capacity will fade and deleveraging continues for corporationsand banks.
The Indian manufacturing sector seems to be emerging from an almost stagnant state inthe recent past and heading towards a path of growth. This has been acknowledged byvarious multilateral organizations which recently described the Indian economy as one ofthe few bright spots in the global economy. While investments in some of the core sectorsremain a matter of concern the economy is expected to do better in months to come.Similarly Start-up India will supplement the government's efforts to encouragemanufacturing in India.
Particularly geopolitical uncertainties and a renewed rise in the U.S. dollar may be anear-term risk. However the growth rates for India China and Southeast Asia are unlikelyto see significant improvement in 2017 compared to last year.
Industry Outlook and Opportunities :
The Company mainly deals with investment activities in some of the unlisted closelyheld companies as well as metal trading. The securities market in this financial year washaving virtuous growth. However the Company do not foresee any substantial changes in itsbusiness and profitability in the coming year.
Market Development :
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 Company recognizes few set of risks need to be managed to protect its customersemployees shareholders and other stakeholders to achieve its business objectives. Riskand opportunity management is therefore a key element of the overall strategy.
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.
Internal Control System:
Your Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis defined in the Internal Audit Charter. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board.
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 facilities assetsand functions identify and manage risk promoting safe compliant and reliable operations.These requirements along with business needs and the applicable legal and regulatoryrequirements underpin the practical plans developed to help reduce risk and deliverstrong 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:
Consolidated Financial Statements
Your company is not having any subsidiary or Joint Venture during the year underreview. However your company is having an associate company namely Mittal Udyog IndorePvt. Ltd. through the year under review as per the requirement of Accounting Standards(AS) viz. AS 21 AS 23 and AS 27 and the Companies Act 2013 the Consolidated FinancialStatements is also prepared. Further Form AOC-1 is attached in the Board report as 'Annexure-2'as per the requirement of the Companies Act 2013.
Further Your Company is an Associate concern of Shailendra Engineering. Co. Pvt. Ltd.which holds 2611700 Equity Shares consisting of 36.78% of the total paid-up capital ofthe Company.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:
Constitution of the Board
The Board of directors are comprising of total Five (5) Directors whichincludes Three (3) Independent and One (1) 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 Shirish Agrawal
2. Shri Anoop Vasudeo Agarwal
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.
All Independent Directors have given 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.
Change in the Board of Directors
Your Board had appointed Smt. Aditi Mittal (DIN 06536363) as an Additional Directorunder the category of Women Director with effect from 07th Feb. 2017 and Mrs.Uma Prajesh Kumar Helan the women director has resigned from the Board w.e.f. 29thDec. 2016. Except that there is no change in the Board of directors of the Company.
Directors seeking re-appointment at the ensuing annual general meeting
The Company has received a notice in writing from members pursuant to the provisions ofsection 160 of the Companies Act 2013 along with the deposits of Rs.100000 each fortheir appointment Smt. Aditi Mittal as a Women Director at the ensuing annual generalmeeting. Your directors recommend to pass necessary resolutions as set out in the noticeof the annual general meeting.
Key Managerial Personnel :
The Company has appointed Ms. Jayanti Chaurasia (M. No.: A41895) Company Secretaryw.e.f. 30th April 2016 and who has also resigned w.e.f. 07th February 2017. Ms. PriyankaSengar (M. No.: A47926) Company Secretary has been appointed as Company Secretary andCompliance Officer under the category of the Key Managerial Personnel w.e.f. 07thFebruary 2017.
Shri Rishabh Kumar Jain Chief Financial Officer and Shri Hemant Sharma ManagingDirector of the Company are the Key Managerial Personnel of the Company.
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 5 (Five) times during the financial year 2016-17 on 30thApril 2016; 26th May 2016; 06th August 2016; 10th November 2016and 07th February 2017. The maximum interval between any two meetings did notexceed 120 days.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION :
The Policy of Company on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is appended as 'Annexure-3' tothis Report and hosted on the Company's website at www. amitsecurities. com.
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 2017 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 2017 and of the Profit of the Company for the yearended on that date;
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.
DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS U/S 143(12) OTHER THAN THOSE WHICH AREREPORTABLE TO THE CENTRAL GOVERNMENT:
There is no fraud which are not reportable by the Auditors to the Central Governmentand which needs to be disclosed in the Board report during the year under review.
Disclosure for frauds against the Company:
In terms of the provisions of section 134(3) (ca) of the Companies Act 2013 therewere no fraud committed against the Company by any person which are reportable undersection 141(12) by the Auditors to the Central Government as well as non-reportable fraudsduring the year 2016-17.
COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Board has following 4(Four) Committees as follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders' Relationship Committee
(d) Risk management Committee
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 4' as a part of the Board Report.
All Related Party Transactions are approved by the Audit Committee under Omnibusapproval and placed before the Audit Committee and Board for approval. The transactionsentered into are audited and a statement giving details of all related party transactionsis placed before the Audit Committee and the Board of Directors for their approval on aquarterly basis. The statement is supported by a Certificate from the MD and the CFO ofthe Company has developed a Related Party Transactions Manual Standard OperatingProcedures for purpose of identification and monitoring 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.
AUDITORS & THEIR REPORT:
The Board of the company takes pleasure in stating that no such observation has beenmade by the Auditors in their report which needs any further explanation by the Board.
The Auditors M/s M. Mehta & Co. Chartered Accountants (FRN 000957C) who wereappointed for a term of three years at the Annual General Meeting of the Company held on24th Sept. 2014 shall hold the office till the ensuing Annual General Meeting.Pursuant to section 139 and other applicable provisions as may be applicable of theCompanies Act 2013 read with Rule 33 of Companies (Audit and Auditors) Rules it ismandatory to rotate the existing statutory auditors on completion of the maximum termpermitted under the said section.
The Audit Committee at their meeting held on 14th August 2017 hasrecommended and the Board of Directors has proposed the appointment of M/s Sunil Bandi& Co. Chartered Accountant (FRN007419C) as the Statutory Auditors of the company fora period of 5 consecutive year from the conclusion of 25 th Annual GeneralMeeting scheduled to be held on 15th September 2017 till the conclusion of the30th Annual General Meeting to be held in the year 2022 subject to theratification of their appointment at every AGM.
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 hasre-appointed CS Pinky Shrivastava Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the year 2016-17. The Report of the SecretarialAudit Report in the Form MR-3 is annexed as "Annexure 5" of thisReport.
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. The Company is carrying out the business of Metal trading along with the business ofinvestment the business started many years back and is not covered in our audit periodhence we reserve our comment/ opinion on the same.
The Company is carrying the business of Metal trading as covered in other objectstherefore the observations are clearly for informative purposes and there are nonon-compliances or which needs further clarifications from the Management in thisparticular matter.
The Cost Audit Rules are not applicable to the Company.
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) Regulations2015 and a separate section on Corporate Governance practices followed by the Companytogether with a certificate from the Company's Auditors confirming compliance forms anintegral part of this Report as 'Annexure-6' and the Corporate Governance Report isalso attached as 'Annexure-7'.
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-8' with this Report.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION :
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 thedetail is given in the 'Annexure 9'.
Particulars of remuneration of employees :
Disclosure of particulars of employees as per Section 197(12) of the Companies Act2013 read with Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given in the Annexure 9.
CONSOLIDATED FINANCIAL STATEMENTS :
The Company has prepared the Consolidated Financial Statement for the Associate CompanyMittal Udyog (Indore) Pvt. Ltd. and the same is attached with the Board Report.
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 2014 is annexed herewith as 'Annexure-10'.
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. 01st April 2017. ThereforeInd AS has been applicable on the company w.e.f. 01st April 2017.
EXTRACT OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return as on 31st March 2017 inForm MGT-9 is annexed herewith as 'Annexure-11'.
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.
|Place: Indore ||For and on behalf of the Board |
|Date: 14th August 2017 ||Hemant Sharma ||Shirish Agrawal |
|Amit Securities Ltd. ||Managing Director ||Chairman |
|CIN: L65990MH1992PLC067266 ||DIN: 06558353 ||DIN 00216423 |
VIGIL MECHANISM / WHISTLE BLOWER POLICY
1.1 Section 177 of the Companies Act 2013 requires every listed company and such classor classes of companies as may be prescribed to establish a vigil mechanism for thedirectors and employees to report genuine concerns in such manner as may be prescribed.The Company has adopted a Code of Conduct for Directors and Senior Management Executives("the Code") which lays down the principles and standards that should governthe actions of the Company and its employees. Any actual or potential violation of theCode howsoever insignificant or perceived as such would be a matter of serious concernfor the Company. Such a vigil mechanism shall provide for adequate safeguards againstvictimization of persons who use such mechanism and also make provision for direct accessto the chairperson of the Audit Committee in appropriate or exceptional cases.
1.2 In the draft Rules under Companies Act'2013 among others a company which hasborrowed money from banks and public financial institutions in excess of Rs.50 crore needto have a vigil mechanism.
1.3 Under these circumstances AMIT SECURITIES LIMITED being a Limited Company hasestablished a Whistle Blower Policy/ Vigil Mechanism and to formulate a policy for thesame.
2. POLICY OBJECTIVES
2.1 The Company is committed to adhere to the highest standards of ethical moral andlegal conduct of business operations. To maintain these standards the Company encouragesits employees who have concerns about suspected misconduct to come forward and expressthese concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism provides a channel to the employees and Directors to report to the managementconcerns about unethical behavior actual or suspected fraud or violation of the Codes ofconduct or policy. The mechanism provides for adequate safeguards against victimization ofemployees and Directors to avail of the mechanism and also provide for direct access tothe Chairman of the Audit Committee in exceptional cases.
2.2 This neither releases employees from their duty of confidentiality in the course oftheir work nor can it be used as a route for raising malicious or unfounded allegationsagainst people in authority and / or colleagues in general.
3. SCOPE OF THE POLICY
3.1 This Policy covers malpractices and events which have taken place / suspected tohave taken place misuse or abuse of authority fraud or suspected fraud violation ofcompany rules manipulations negligence causing danger to public health and safetymisappropriation of monies and other matters or activity on account of which the interestof the Company is affected and formally reported by whistle blowers concerning itsemployees.
4.1 "Alleged wrongful conduct" shall mean violation of law Infringement ofCompany's rules misappropriation of monies actual or suspected fraud substantial andspecific danger to public health and safety or abuse of authority".
4.2 "Audit Committee" means a Committee constituted by the Board of Directorsof the Company in accordance guidelines of Companies Act 2013.
4.3 "Board" means the Board of Directors of the Company.
4.4 "Company" means the and all its offices.
4.5 "Code" means Code of Conduct for Directors and Senior ManagementExecutives adopted by Amit Securities Ltd.
4.6 "Employee" means all the present employees and whole time Directors ofthe Company (Whether working in India or abroad).
4.7 "Protected Disclosure" means a concern raised by an employee or group ofemployees of the Company through a written communication and made in good faith whichdiscloses or demonstrates information about an unethical or improper activity under thetitle "SCOPE OF THE POLICY" with respect to the Company. It should be factualand not speculative or in the nature of an interpretation / conclusion and should containas much specific information as possible to allow for proper assessment of the nature andextent of the concern.
4.8 "Subject" means a person or group of persons against or in relation towhom a Protected Disclosure is made or evidence gathered during the course of aninvestigation.
4.9 "Vigilance and Ethics Officer" means an officer appointed to receiveprotected disclosures from whistle blowers maintaining records thereof placing the samebefore the Audit Committee for its disposal and informing the Whistle Blower the resultthereof.
4.10 "Whistle Blower" is an employee or group of employees who make aProtected Disclosure under this Policy and also referred in this policy as complainant.
All Employees of the Company are eligible to make Protected Disclosures under thePolicy in relation to
matters concerning the Company.
6. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES.
6.1 All Protected Disclosures should be reported in writing by the complainant as soonas possible after the Whistle Blower becomes aware of the same so as to ensure a clearunderstanding of the issues raised and should either be typed or written in a legiblehandwriting in English or in Hindi.
6.2 The Protected Disclosure should be submitted in a closed and secured envelope andshould be super scribed as "Protected disclosure under the Whistle Blowerpolicy". Alternatively the same can also be sent through email with the subject"Protected disclosure under the Whistle Blower policy". If the complaint is notsuper scribed and closed as mentioned above it will not be possible for the AuditCommittee to protect the complainant and the protected disclosure will be dealt with as ifa normal disclosure. In order to protect identity of the complainant the Vigilance andEthics Officer will not issue any acknowledgement to the complainants and they are advisedneither to write their name / address on the envelope nor enter into any furthercorrespondence with the Vigilance and Ethics Officer. The Vigilance and Ethics Officershall assure that in case any further clarification is required he will get in touch withthe complainant.
6.3 Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance andEthics Officer.
6.4 The Protected Disclosure should be forwarded under a covering letter signed by thecomplainant. The Vigilance and Ethics Officer / Chairman of the Audit Committee/ CEO/Chairman as the case may be shall detach the covering letter bearing the identity of theWhistle Blower and process only the Protected Disclosure.
6.5 All Protected Disclosures should be addressed to the Vigilance and Ethics Officerof the Company or to the Chairman of the Audit Committee/ CEO/ Chairman in exceptionalcases. The contact details of the Vigilance and Ethics Officer Shri Shirish Agrawal theChairman of Audit Committee)
6.6 Protected Disclosure against the Vigilance and Ethics Officer should be addressedto the Chairman of the Company and the Protected Disclosure against the Chairman/ CEO ofthe Company should be addressed to the Chairman of the Audit Committee.
The contact details of the Chairman CEO and the Chairman of the Audit Committee are asunder:
Name of Managing Director
Shri Hemant Sharma
Name of CFO
Shri Rishabh Kumar Jain
Name of the Chairman of the Audit Committee
Shri Shirish Agrawal
6.7 On receipt of the protected disclosure the Vigilance and Ethics Officer / Chairman/CEO / Chairman of the Audit Committee as the case may be shall make a record of theProtected Disclosure and also ascertain from the complainant whether he was the person whomade the protected disclosure or not. He shall also carry out initial investigation eitherhimself or by involving any other Officer of the Company or an outside agency beforereferring the matter to the Audit Committee of the Company for further appropriateinvestigation and needful action. The record will include:
a) Brief facts;
b) Whether the same Protected Disclosure was raised previously by anyone and if sothe outcome thereof;
c) Whether the same Protected Disclosure was raised previously on the same subject;
d) Details of actions taken by Vigilance and Ethics Officer / Chairman/ CEO forprocessing the complaint
e) Findings of the Audit Committee
f) The recommendations of the Audit Committee/ other action(s).
6.8 The Audit Committee if deems fit may call for further information or particularsfrom the complainant.
7.1 All protected disclosures under this policy will be recorded and thoroughlyinvestigated. The Audit Committee may investigate and may at its discretion considerinvolving any other Officer of the Company and/ or an outside agency for the purpose ofinvestigation.
7.2 The decision to conduct an investigation is by itself not an accusation and is tobe treated as a neutral fact-finding process.
7.3 Subject(s) will normally be informed in writing of the allegations at the outset ofa formal investigation and have opportunities for providing their inputs during theinvestigation.
7.4 Subject(s) shall have a duty to co-operate with the Audit Committee or any of theOfficers appointed by it in this regard.
7.5 Subject(s) have a right to consult with a person or persons of their choice otherthan the Vigilance and Ethics Officer / Investigators and/or members of the AuditCommittee and/or the Whistle Blower.
7.6 Subject(s) have a responsibility not to interfere with the investigation. Evidenceshall not be withheld destroyed or tampered with and witness shall not be influencedcoached threatened or intimidated by the subject(s).
7.7 Unless there are compelling reasons not to do so subject(s) will be given theopportunity to respond to material findings contained in the investigation report. Noallegation of wrong doing against a subject(s) shall be considered as maintainable unlessthere is good evidence in support of the allegation.
7.8 Subject(s) have a right to be informed of the outcome of the investigations. Ifallegations are not sustained the Subject should be consulted as to whether publicdisclosure of the investigation results would be in the best interest of the Subject andthe Company.
7.9 The investigation shall be completed normally within 90 days of the receipt of theprotected disclosure and is extendable by such period as the Audit Committee deems fit.
8. DECISION AND REPORTING
8.1 If an investigation leads the Vigilance and Ethics Officer / Chairman of the AuditCommittee to conclude that an improper or unethical act has been committed the Vigilanceand Ethics Officer / Chairman of the Audit Committee shall recommend to the management ofthe Company to take such disciplinary or corrective action as he may deem fit. It isclarified that any disciplinary or corrective action initiated against the Subject as aresult of the findings of an investigation pursuant to this Policy shall adhere to theapplicable personnel or staff conduct and disciplinary procedures.
8.2 The Vigilance and Ethics Officer shall submit a report to the Chairman of the AuditCommittee on a regular basis about all Protected Disclosures referred to him/her since thelast report together with the results of investigations if any.
8.3 In case the Subject is the Chairman/CEO of the Company the Chairman of the AuditCommittee after examining the Protected Disclosure shall forward the protected disclosureto other members of the Audit Committee if deemed fit. The Audit Committee shallappropriately and expeditiously investigate the Protected Disclosure. 8.4 If the report ofinvestigation is not to the satisfaction of the complainant the complainant has the rightto report the event to the appropriate legal or investigating agency.
8.5 A complainant who makes false allegations of unethical & improper practices orabout alleged wrongful conduct of the subject to the Vigilance and Ethics Officer or theAudit Committee shall be subject to appropriate disciplinary action in accordance with therules procedures and policies of the Company.
9. SECRECY / CONFIDENTIALITY
9.1 The complainant Vigilance and Ethics Officer Members of Audit Committee theSubject and everybody involved in the process shall:
9.1.1 Maintain confidentiality of all matters under this Policy
9.1.2 Discuss only to the extent or with those persons as required under this policyfor completing the process of investigations.
9.1.3 Not keep the papers unattended anywhere at any time
9.1.4 Keep the electronic mails / files under password.
10.1 No unfair treatment will be meted out to a Whistle Blower by virtue of his/ herhaving reported a Protected Disclosure under this policy. The company as a policycondemns any kind of discrimination harassment victimization or any other unfairemployment practice being adopted against Whistle Blowers. Complete protection willtherefore be given to Whistle Blowers against any unfair practice like retaliationthreat or intimidation of termination/suspension of service disciplinary actiontransfer demotion refusal of promotion or the like including any direct or indirect useof authority to obstruct the Whistle Blower's right to continue to perform his duties /functions including making further Protected Disclosure. The company will take steps tominimize difficulties which the Whistle Blower may experience as a result of making theProtected Disclosure. Thus if the Whistle Blower is required to give evidence in criminalor disciplinary proceedings the Company will arrange for the Whistle Blower to receiveadvice about the procedure etc.
10.2 A Whistle Blower may report any violation of the above clause to the Chairman ofthe Audit Committee who shall investigate into the same and recommend suitable action tothe management.
10.3 The identity of the Whistle Blower shall be kept confidential to the extentpossible and permitted under law. The identity of the complainant will not be revealedunless he himself has made either his details
public or disclosed his identity to any other office or authority. In the event of theidentity of the complainant being disclosed the Audit Committee is authorized to initiateappropriate action as per extant regulations against the person or agency making suchdisclosure. The identity of the Whistle Blower if known shall remain confidential tothose persons directly involved in applying this policy unless the issue requiresinvestigation by law enforcement agencies in which case members of the organization aresubject to subpoena.
10.4 Any other Employee assisting in the said investigation shall also be protected tothe same extent as the Whistle Blower.
10.5 Provided however that the complainant before making a complaint has reasonablebelief that an issue exists and he has acted in good faith. Any complaint not made in goodfaith as assessed as such by the Audit Committee shall be viewed seriously and thecomplainant shall be subject to disciplinary action as per the Rules / certified standingorders of the Company. This policy does not protect an employee from an adverse actiontaken independent of his disclosure of unethical and improper practice etc. unrelated to adisclosure made pursuant to this policy.
11. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE
11.1 The Whistle Blower shall have right to access Chairman of the Audit Committeedirectly in exceptional cases and the Chairman of the Audit Committee is authorized toprescribe suitable directions in this regard.
12.1 A whistle Blower policy cannot be effective unless it is properly communicated toemployees. Employees shall be informed through by publishing in notice board and thewebsite of the company.
13. RETENTION OF DOCUMENTS
13.1 All Protected disclosures in writing or documented along with the results ofInvestigation relating thereto shall be retained by the Company for a period of 7 (seven)years or such other period as specified by any other law in force whichever is more.
14.1 The Company reserves its right to amend or modify this Policy in whole or in partat any time without assigning any reason whatsoever. However no such amendment ormodification will be binding on the Employees and Directors unless the same is notified tothem in writing.
Annexure - 2
FORM - AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)
Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures
Part "A" : Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
|S. No. ||Name of Subsidiary ||- |
|1 ||The date since when Subsidiary was acquired || |
|2 ||Reporting period for the subsidiary concernedif different from the holding companys repotting period || |
|3 ||Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. || |
|4 ||Share capital ||- |
|5 ||Reserves & surplus ||- |
|6 ||Total assets ||- |
|7 ||Total Liabilities ||- |
|8 ||Investments ||- |
|9 ||Turnover ||- |
|10 ||Profit before taxation ||- |
|11 ||Provision for taxation ||- |
|12 ||Profit after taxation ||- |
|13 ||Proposed Dividend ||- |
|14 ||% of shareholding ||- |
|Notes: ||The following information shall be furnished at the end of the statement: || |
| ||1. Names of subsidiaries which are yet to commence operations: ||Nil |
| ||2. Names of subsidiaries which have been liquidated or sold during the year: ||Nil |
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures
|S.No ||Name ofAssociate/Joint Ventures ||Mittal Udhyog Indore Pvt. Ltd. |
|1 ||Latest Audited Balance Sheet Date ||31.03.2017 |
|2 ||Date on which the Associate or Joint Venture was associated or acquired ||17.06.2009 |
|3 ||Shares of Associate or Joint Ventures held bythe Company on the year end ||Associate |
| ||Number ||8.50.000 Equity Shares |
22.50.000 Preference Shares
| ||Amount of Investment in Associates/ Joint Venture ||Rs. 4650 0000/- in Equity Shares Rs. 2250 0000/- in Preference Shares |
| ||Extend of Holding in % ||42.5% in Equity 100% in Preference |
|4 ||Description ofhowthereis significant influence ||By Holding more than 20% Shares |
|5 ||Reason why the Ass ociate/ Joint Venture i s not consolidated ||- |
|6 ||Net worth attributab le to Shareholding as per latest audited Balance Sheet ||Total: 117143064 Company Portion: 49785802 |
|7 ||Profit / Loss for the year |
(i) Considered in Consolidation
(ii) Not Considered in Consolidation
|Total: 3518538 |
Company Portion: 1495379
1. Names of associates or joint ventures which are yet to commence operations: Nil
| ||For and on Behalf of the Board || |
|For M. Mehta & Company || || |
|Chartered Accountants ||Hemant Sharma ||Shirish Agrawal |
|Firm Reg. No. 000957C ||Managing Director ||Independent Director |
|CA Nitin Bandi ||DIN:06558353 ||DIN:00216423 |
M. No.: 400394
|Rishabh Kumar Jain ||Priyanka Sengar |
|Chief Financial Officer ||Company Secretary |
|Place: Indore Date: 30.05.2017 || || |
Annexure - 3
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Policy of Company (ASL) on Directors' appointment and remuneration includingcriteria for determining
qualifications positive attributes independence of a Director and other mattersprovided under sub-section
(3) of section 178.
REMUNERATION CRITERIA FOR NON-EXECUTIVE DIRECTORS
1. The Company is not having policy to pay any commission or remuneration to itsnon-executive directors.
2. If the nominee directors appointed by the Financial Institutes the Company pays Rs.5000/- for attending each meeting of the Board of directors and committee thereof.Presently there are no nominee directors are available with the Company.
3. The Company reimburses the actual travelling and lodging expenses to theNon-Executive Directors for attending the Board and Committee and the member's meetingsfrom time to time.
4. The Company is not paying any sitting fee as well as do not give any ESOP etc. toits other Nonexecutive and independent directors.
REMUNERATION CRITERIA FOR THE EXECUTIVE DIRECTORS AND KMP:
1. The Company is not having policy to pay any commission or remuneration to itsexecutive directors.
2. The Executive director being appointed for a period of 3 years at a time.
3. The Company is not paying any sitting fee as well as do not give any ESOP etc. toits other executive directors.
4. The Company is paying remuneration to its CS and CFO as per the terms of theappointment approved by the Remuneration Committee and they are also entitled for theannual increments based on their performance evaluated by the Remuneration Committee andBoard on annual basis.
PARTICULARS OF CONTRACTS/ARRANGEMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIES
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) for disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to insub-section (1) of section 188 of the Companies Act 2013
1. Details of contracts or arrangements or transactions not at arms length basis
|Name(s) of the related party and nature of relationship (a) ||Nature of contracts/ arrangements/ transactions (b) ||Duration of the contracts / arrangements / transactions (c) ||Salient terms of the contracts or arrangements or trans actions i nc l ud in g the value ifany (d) ||Justification for entering into such contracts or arrangements or transactions (e) ||Date of approval by the Board (f) ||Amount paid as advances if any (g) ||Date on which the special resolution was passed in general meeting as required under first proviso to section 188 (h) |
|Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil ||Nil |
2. Details of material contracts or arrangement or transactions at arms lengthbasis
|Name(s) of the related party and nature of relationship (a) ||Nature of contracts/ arrangements/ transactions (b) ||Duration of the contracts / arrangements/ transactions (c) ||Salient terms of the contracts or arrangements or transactions including the value if any (d) ||Date(s) of approval by the Board/Members if any (e) ||A mount p aid/Received if any (f) |
|Mittal Enterprise ||Purchase and sale of utensils ||One Year ||Upto Rs. 100 Lakhs ||Audit Committee held on 07thFeb. 2017 ||- |
|Mittal Udyog (Indore) Pvt. Ltd. ||Purchase and sale o f utensils ||One Year ||Upto Rs. 100 Lakhs ||Audit Committee held on 07thFeb. 2017 ||- |
The company was not required to take approval of members by way of Ordinary Resolutionas per the requirement of Regulation 23 of SEBI (LODR) Regulations 2015 because as perRegulation 15 of SEBI (LODR) Regulations which states that our company is exempted underRegulation 23.