To the Members(s)
The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company") along with the audited financial statements for thefinancial year ended March 31 2018.
(Amount Rs in Lakh)
|Particulars ||F.Y. 2017-18 ||F.Y. 2016-17 |
|Revenue from operations ||996443.28 ||493121.81 |
|Other Income ||326.54 ||423.19 |
|Total Income ||996769.83 ||493545.00 |
|Operating expenditure before Finance cost depreciation and amortization ||996047.95 ||492525.67 |
|Earnings before Finance cost depreciation and amortization (EBITDA) ||721.88 ||1019.33 |
|Less: Finance costs ||640.97 ||562.46 |
|Depreciation and amortization expense ||198.95 ||207.63 |
|Profit/(Loss) before tax ||(118.04) ||249.24 |
|Less: Tax expense ||224.92 ||27.75 |
|Profit/(Loss) for the year (PAT) ||(342.96) ||221.49 |
YEAR AT A GLANCE Financial Performance
The revenue from operations decreased to Rs 996443.28 lakh as against Rs 493121.81Lakh in the previous Year. The revenue from operation was increased by almost 100% overthe previous year i.e. double than that of previous year. The major increase in trading ofthe Gold and Silver led the Company to achieve higher revenue. However increase inrevenue has also led the increase in the purchase cost and hence the Company could notgenerate profit this year. The loss before Tax for the current year is Rs 118.04 lakh asagainst the profit before tax of Rs 249.24 lakh in the previous year resulted into lossafter tax of Rs 342.96 Lakh compared to profit after tax of previous year Rs 221.49 Lakh.
In view of loss during the financial year 2017-18 your Directors regret to declare anydividend for the financial year 2017-18 (previous year Nil). The Company does not have anyamount of unclaimed or unpaid Dividends as on March 31 2018.
Amount transferred to reserve
During the year the Company has not apportioned any amount to other reserve. The lossincurred during the year has been adjusted against the carry forward credit balance ofProfit and Loss account.
Change in Nature of Business
During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.
SHARE CAPITAL: Authorized Capital
The present Authorized Capital of the Company is Rs 2600.00 Lakh divided into 52000000Equity Shares of Rs 5/- each.
Issued Subscribed & Paid-up Capital
The present Issue Subscribed & Paid-up Capital of the Company is Rs 2570.53divided into 51410564 Equity Shares of Rs 5/- each. During the year under reviewthere was no change took place in the authorized and paid-up share capital of the Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board
The Constitution of the Board of Directors and other disclosure of the Board ofDirectors are given in the Corporate Governance Report.
Regular meetings of the Board are held at least once in a quarter inter-alia toreview the quarterly results of the Company. Additional Board meetings are convened asand when require to discuss and decide on various business policies strategies and otherbusinesses. The Board meetings are generally held at corporate office of the Company.During the year under review Board of Directors of the Company met 9 (Nine) times vizApril 10 2017; May 30 2017; July 27 2017; September 4 2017; September 14 2017;December 11 2017; January 28 2018; February 14 2018 and March 30 2018. The gap betweentwo consecutive meetings was not more than one hundred and twenty days as provided insection 173 of the Act. The details of attendance of each Director at the Board Meetingand Annual General Meeting are given in the Corporate Governance Report.
In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two Non-Promoter Independent Directors in line with the Companies Act 2013. Aseparate meeting of Independent Directors was held on March 30 2018 to review theperformance of Non-Independent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board.
The terms and conditions of appointment of Independent Directors and Code forIndependent Director are incorporated on the website of the Company atwww.amrapalispot.com. The Company has received necessary declaration from each independentdirector under Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in Section 149 (6) of the Companies Act 2013.
Information on Directorate
During the financial year 2017-18 Mrs. Rashmi Aahuja Independent Director of theCompany has resigned from the Board w.e.f. July 26 2017. Further Mr. MaheshkumarThakkar Independent Director has also resigned from the Board w.e.f. December 5 2017.The Board of Directors has placed their appreciation to Mrs. Rashmi Aahuja and Mr.Maheshkumar Thakkar for their contribution to the Company for service as IndependentDirectors on the Board. The Board of Directors has proposed the appointment of Ms. UrshitaPatel and Mr. Alkesh Patel as Directors on the Board and filed application to the StockExchange for its approval. The Exchange vide its letter dated December 13 2017 hasapproved the application of the Company and Ms. Urshita Patel was appointed as Additional(Non-Executive Independent) Director on the Board of the Company w.e.f. July 27 2017.However the appointment of Mr. Alkesh Patel was not made since Mr. Alkesh Patel wasdisqualified to be appointed as Director of any Company. In accordance with the provisionsof the Articles of Association and Section 152 of the Companies Act 2013 Mr. YashwantThakkar Managing Director of the Company retires by rotation at the ensuing annualgeneral meeting. He being eligible has offered himself for re-appointment as such andseeks re-appointment. The Board of Directors recommends his appointment on the Board. Therelevant details as required under Regulation 36 (3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") of theperson seeking re-appointment and appointment as Director is annexed to the Noticeconvening the twenty seventh annual general meeting.
Key Managerial Personnel
In accordance with Section 203 of the Companies Act 2013 the Company has alreadyappointed Mr. Yashwant Thakkar as Managing Director of the Company Mr. Satish Patel asChief Financial Officer and Mrs. Ekta Jain as Company Secretary of the Company. Furtherthere was no change in the Key Managerial Personnel of the Company during the financialyear 2017-18.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Act2013 in the following manners; o The performance of the board was evaluated by the boardafter seeking inputs from all the directors on the basis of the criteria such as theboard composition and structure effectiveness of board processes information andfunctioning etc. o The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc. o The board and thenomination and remuneration committee reviewed the performance of the individual directorson the basis of the criteria such as the contribution of the individual director to theboard and committee meetings like preparedness on the issues to be discussed meaningfuland constructive contribution and inputs in meetings etc. o In addition the chairman wasalso evaluated on the key aspects of his role. Separate meeting of independent directorswas held to evaluate the performance of non-independent directors performance of theboard as a whole and performance of the chairman taking into account the views ofexecutive directors and non-executive directors. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.
Directors' Responsibility Statement
Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: a) In preparation of annual accountsfor the year ended March 31 2018 the applicable accounting standards have been followedand that no material departures have been made from the same; b) The Directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit or loss ofthe Company for that year; c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) The Directors had prepared the annualaccounts for the year ended March 31 2018 on going concern basis. e) The Directors hadlaid down the internal financial controls to be followed by the Company and that suchInternal Financial Controls are adequate and were operating effectively; and f) TheDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
COMMITTEES OF BOARD
The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder's Grievance & Relationship Committee
4. Corporate Social Responsibility Committee
The composition of each of the above Committees their respective role andresponsibility is as detailed in the Report of Corporate Governance.
The Company has formed audit committee in line with the provisions Section 177 of theCompanies Act 2013. As at March 31 2018 the Audit comprised Ms. Urshita Patel(Non-Executive Independent) as Chairperson Mr. Mayur Parikh (Non-Executive Independent)and Mr. Rashmikant Thakkar (Whole-Time Director) as Members. Recommendations of AuditCommittee wherever/whenever given have been accepted by the Board of Directors.
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company athttps://www.amrapalispot.com/investor/115/Whistle%20Blower%20Policy.pdf.
Nomination and Remuneration Policy
Nomination and Remuneration Policy in the Company is designed to create a highperformance culture. It enables the Company to attract motivated and retained manpower incompetitive market and to harmonize the aspirations of human resources consistent withthe goals of the Company. The Company pays remuneration by way of salary benefitsperquisites and allowances to its Executive Directors and Key Managerial Personnel. Annualincrements are decided by the Nomination and Remuneration Committee within the salaryscale approved by the members and are effective from April 1 of each year. Key points ofthe Nomination and Remuneration Policy are;
a. Policy on Appointment of Directors Key Managerial Personnel and Senior ManagementPersonnel:
o The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board for his / herappointment.
o A person should possess adequate qualification expertise and experience for theposition he/ she is considered for appointment. o In case of appointment of IndependentDirector the Committee shall satisfy itself with regard to the independent nature of theDirector vis--vis the Company so as to enable the Board to discharge its function andduties effectively.
b. Policy on remuneration of Director KMP and Senior Management Personnel:
The Company's remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis--vis the Company. The Company's philosophy is toalign them with adequate compensation so that the compensation is used as a strategic toolthat helps us to attract retain and motivate highly talented individuals who arecommitted to the core value of the Company. The Company follows mixed of fixed paybenefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders. The Nominationand Remuneration Policy as adopted by the Board of Directors is placed on the website ofthe Company athttps://www.amrapalispot.com/investor/107/Nomination%20&%20Remuneration%20Policy.pdf.
Remuneration of Directors
The details of remuneration/sitting fees paid during the financial year 2017-18 toExecutive Directors/Directors of the Company is provided in Form MGT-9 which is the partof this report.
Corporate Social Responsibility Committee
Pursuant to Section 135 of Companies Act 2013 the Company has constituted CorporateSocial Responsibility Committee ("The CSR Committee") with object to recommendthe Board a Policy on Corporate Social Responsibility and amount to be spent towards
Corporate Social Responsibility. As at March 31 2018 the CSR Committee comprised Mr.Yashwant Thakkar (Managing Director) as Chairman and Mr. Mayur Parikh (Non-ExecutiveIndependent) and Ms. Urshita Patel (Non-Executive Independent) as Members of theCommittee. The CSR Committee is responsible for indicating the activities to be undertakenby the Company monitoring the implementation of the framework of the CSR Policy andrecommending the amount to be spent on CSR activities. During the year under review CSRCommittee Meeting was held on May 30 2017 September 14 2017 and March 30 2018 in whichall members of the Committee were present. The meetings were held to review and approvethe expenditure incurred by the Company towards CSR activities. Main focus of the Companywith respect to CSR Contribution is to provide the grocery items for the benefit of needyand poor people. The Company is purchasing the grocery and other necessary items from"Jay Jalaram Stores" and "Jalaram Provision Stores" and provides sameto "Amrapali Jivan Sandhya Kutir" (Trust) which is associated with the socialactivities. The said trust is providing shelter to the orphan children and also providingthe facilities like food household items etc. to the needy and poor people. The CSRPolicy may be accessed at the web linkhttps://www.amrapalispot.com/investor/117/Policy%20on%20Corporate%20Social%20Responsibility.pdf.The Annual Report on CSR activities in prescribed format is annexed as an Annexure A.PUBLIC DEPOSITS
The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on March 31 2018.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement for theyear ended on March 31 2018.
EXTRACT OF ANNUAL RETURN
As provided under section 92(3) of the Companies Act 2013 the details forming part ofthe extract of the Annual Return in Form MGT-9 is annexed to this Report as Annexure B.
TRANSACTIONS WITH RELATED PARTIES
During the year under review there was one transaction with related party referred toin sub-section (1) of section 188 of the Companies Act 2013 was executed in terms ofSection 188 of the Companies Act 2013 which was in ordinary course of business and onArms' Length Basis details of which is as under;
|Sr. No. Particulars ||RPT 1 |
|1. Name(s) of the related party and nature of relationship ||Amrapali Online Venture LLP - Enterprise in which partners are relative of KMP |
|2. Nature of contracts/ arrangements/ transactions ||Payment of Brokerage Expenses |
|3. Duration of the contracts / arrangements/ transactions ||F.Y. 2017-18 |
|4. Salient terms of the contracts or arrangements or transactions including the value if any ||In ordinary Course of Business and at arms' length basis at Market Rate. |
| ||Total Transaction Value of Brokerage Expenses Paid Rs 6.82 Lakh |
|5. Date(s) of approval by the Board ||April 10 2017 |
|6. Amount paid as advances if any ||- |
There was no contracts arrangements or transactions which was executed not in ordinarycourse of business and/or at arm's length basis.
Further there were no related party transactions with the Company's PromotersDirectors Management or their relatives which could have had a potential conflict withthe interests of the Company. Members may refer to the notes to the accounts for detailsof related party transactions entered as per Indian Accounting Standard 24. The Board ofDirectors of the Company has on the recommendation of the Audit Committee adopted apolicy to regulate transactions between the Company and its Related Parties in compliancewith the applicable provisions of the Companies Act 2013 the Rules thereunder and theSEBI LODR Regulations. The Policy on Materiality of and dealing with Related PartyTransactions as approved by the Board is uploaded on the Company's website and can beaccessed at the Web-link:https://www.amrapalispot.com/investor/114/Related%20Party%20Transaction%20Policy.pdf
INTERNAL FINANCIAL CONTROL (IFC) SYSTEMS AND THEIR ADEQUACY
Though the various risks associated with the business cannot be eliminated completelyall efforts are made to minimize the impact of such risks on the operations of theCompany. Necessary internal control systems are also put in place by the Company onvarious activities across the board to ensure that business operations are directedtowards attaining the stated organizational objectives with optimum utilization of theresources. Apart from these internal control procedures a well-defined and establishedsystem of internal audit is in operation to independently review and strengthen thesecontrol measures which is carried out by a reputed firm of Chartered Accountants. Theaudit is based on an internal audit plan which is reviewed each year in consultation withthe statutory auditor of the Company and the audit committee. The conduct of internalaudit is oriented towards the review of internal controls and risks in its operations.M/s. Doshi Maru & Associates Chartered Accountants (FRN: 0112187W) the statutoryauditors of the Company has audited the financial statements included in this annualreport and has issued an report annexed as an Annexure B of the Audit Report of theCompany on our internal control over financial reporting (as defined in section 143 ofCompanies Act 2013). The audit committee reviews reports submitted by the management andaudit reports submitted by internal auditors and statutory auditor. Suggestions forimprovement are considered and the audit committee follows up on corrective action. Theaudit committee also meets the statutory auditors of the Company to ascertain inter aliatheir views on the adequacy of internal control systems and keeps the board of directorsinformed of its major- observations periodically. Based on its evaluation (as defined insection 177 of Companies Act 2013) our audit committee has concluded that as of March31 2018 our internal financial controls were adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENT
There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financial year of the Company i.e. March 312018 to the date of this Report.
PARTICULAR OF EMPLOYEES
The ratio of the remuneration of each whole-time director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as Annexure C.
The statement containing top ten employees in terms of remuneration drawn and theparticulars of employees as required under Section 197(12) of the Act read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided in a separate annexure forming part of this report. Further the report and theaccounts are being sent to members excluding this annexure. In terms of Section 136 of theAct the said annexure is open for inspection at the Registered Office of the Company. Anyshareholder interested in obtaining a copy of the same may write to Company Secretary.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate. During the year under review there were noincidences of sexual harassment reported.
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company is not carrying on any manufacturing activities the details ofconservation of energy technology absorption etc. as required to be given under section134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 arenot applicable to the Company. Further there was no foreign exchange earnings and outgoduring the financial year 2016-17 (Previous Year Nil).
Your Company strives to incorporate the appropriate standards for corporate governance.As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Report on Corporate Governance and Certificate of the PracticingCompany Secretary with regards to compliance with the conditions of Corporate Governanceis annexed to the Board's Report as
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of this Annual Report.
STATUTORY AUDITOR AND THEIR REPORT
M/s. Doshi Maru & Associates Chartered Accountants (Firm Registration No.0112187W) were appointed as Statutory Auditors of your Company at the twenty ninth AnnualGeneral Meeting held on September 29 2017 for a term till the conclusion of 33rdAnnual General Meeting to be held in the calendar year 2021 subject to ratification ofappointment at every subsequent annual general meeting to be held after twenty ninthAnnual General Meeting. Recently in accordance with the Companies Amendment Act 2017enforced on May 7 2018 by the Ministry of Corporate Affairs the appointment of StatutoryAuditors is not required to be ratified at every Annual General Meeting and henceresolution for ratification of appointment of statutory auditor is not proposed by theBoard of Directors. The Report given by the Auditors on the financial statement of theCompany is part of this Annual Report. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their Report.
REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.
INDIAN ACCOUNTING STANDARDS (IND AS) IFRS CONVERGED STANDARDS
Your Company had adopted Ind AS with effect from April 1 2017 pursuant to Ministry ofCorporate Affairs notification dated February 16 2015 notifying the Companies (IndianAccounting Standard) Rules 2015. Your Company has provided Ind AS Financials for the yearended March 31 2018 along with comparable as on March 31 2017 and Opening Statement ofAssets and Liabilities as on April 1 2016. SECRETARIAL AUDITOR AND THIEIR REPORT
The Company has appointed Mrs. Ankita Patel Practicing Company Secretaries to conductthe secretarial audit of the Company for the financial year 2017-18 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Reportfor the financial year 2017-18 is annexed to this report as an Annexure E. Therehas been one annotation reported by the Secretarial Auditors in their Report relating toapproval of the material related party transaction. Your Directors state that the amountof the loan taken from director in particular transaction was not exceeded the prescribedlimit under Regulation 23 of the SEBI Listing Regulations. However the amount inaggregate has been exceeded. Further the Board has proposed the approval of theshareholders in the ensuing Annual General Meeting for the approval and ratification ofthe material related party transaction.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2
The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to Meetings ofthe Board of Directors' and General Meetings' respectively have been duly compliedby your Company.
Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review or they are not applicable to theCompany; (i) Details relating to deposits covered under Chapter V of the Act; (ii) Issueof Equity Shares with differential rights as to dividend voting or otherwise; (iii) Issueof shares (including sweat equity shares) to employees of the Company under any schemesave and ESOS; (iv) There is no revision in the Board Report or Financial Statement; (v)No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and
Company's operations in future;
(vi) Information on subsidiary associate and joint venture companies.
APPRECIATIONS AND ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment during the year under review. The Board places on record its appreciation forthe support and co-operation your Company has been receiving from its suppliersdistributors retailers business partners and others associated with it as its tradingpartners. Your Company looks upon them as partners in its progress and has shared withthem the rewards of growth. It will be your Company's endeavour to build and nurturestrong links with the trade based on mutuality of benefits respect for and co-operationwith each other consistent with consumer interests. Your Directors also take thisopportunity to thank all Shareholders Clients Vendors Banks Government and RegulatoryAuthorities and Stock Exchanges for their continued support.
|Registered office: ||For and on behalf of Board of Directors |
|19 20 21 Third Floor Narayan Chambers ||Amrapali Industries Limited |
|B/H Patang Hotel Ashram Road ||CIN: L91110GJ1988PLC010674 |
|Ahmedabad 380 006 || |
| ||Rashmikant Thakkar ||Yashwant Thakkar |
|Date: August 13 2018 ||Whole-Time Director ||Managing Director |
|Place: Ahmedabad ||DIN 00071144 ||DIN 00071126 |