Amsons Apparels Ltd.
|BSE: 538861||Sector: Others|
|NSE: N.A.||ISIN Code: INE812P01018|
|BSE 00:00 | 22 Oct||Amsons Apparels Ltd|
|NSE 05:30 | 01 Jan||Amsons Apparels Ltd|
|BSE: 538861||Sector: Others|
|NSE: N.A.||ISIN Code: INE812P01018|
|BSE 00:00 | 22 Oct||Amsons Apparels Ltd|
|NSE 05:30 | 01 Jan||Amsons Apparels Ltd|
Your Directors have great pleasure in presenting the 16th Annual Report together withthe Audited Accounts of the Company for the year ended at 31st March 2019.
The summarized performance of the Company for the years 2018-19 and 2017-18 is givenbelow:
During the year under review the Company's income is Rs. 2774411/- as against incomeof Rs 21933477/- in 2017-18. The net profit after tax during the year has beenincreased to Rs 218489.44 as against the net profit of Rs. 53450/- in the previousyear.
RESERVE AND SURPLUS
The Reserves and Surplus is Rs. 3125272.44/- as on the end of the Current year andthe Profit of the Current year Rs. 218489.44 /- has been transferred to Reserve andSurplus.
To plough back the profits in to the business activities no dividend is recommendedfor the financial year 2018-19.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business during the year under review.
CHANGE OF REGISTERED OFFICE
During the year under Review there has been no change in the registered office of thecompany.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company maintains appropriate systems of internal control including monitoringprocedures to ensure that all assets are safeguarded against loss from unauthorized useor disposition. Company policies guidelines and procedures provide for adequate checksand balances and are meant to ensure that all transactions are authorized recorded andreported correctly.
RISK MANAGEMENT POLICY
The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides identifying internal and externalrisks and implementing risk mitigation steps.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March 2019 provision of section 129of the Companies Act 2013 is not applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report regarding the compliances with conditions ofCorporate Governance as per Chapter IV of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 is annexed to this report.
The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
STATE OF COMPANY AFFAIRS:
There are no order against the Company and the smooth running of business enhancing theprofitability of the company.
The Company at its various meetings held during the Financial year 2018-19 hadfamiliarize the Independent Directors with regard to the roles rights responsibilitiesin the Company nature of the industry in which the Company operates the Business modelsof the Company etc. The Independent Directors have been provided with necessary documentsreports and internal policies to familiarize then with the Company's policies proceduresand practices.
Periodic presentations are made to the Board and Board Committee meeting on Businessand performance updates of the Company Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements andencompassing important amendments are briefed to the Directors.
In Terms of the provisions of Section 139 of the Companies Act 2013 Proposalfor the ratification of the appointment of M/s. Rakesh Batra & Co CharteredAccountants Statutory as the statutory Auditors of the Company to hold office fromthe conclusion of this annual general meeting until the conclusion of Next annual generalmeeting of the company is proposed to placed before the shareholders for their approvaland fix their remuneration.
The Notes on Financial Statements referred to in the Auditors Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form MGT 9 has been annexed to the Report asAnnexure A.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review. There was noforeign exchange earning & outgo during the financial year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.
DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review Mr. Sakir Husen was appointed as Additional Director onthe Borad of the company w.e.f 05th September 2018.
Except this there was no change in the composition of Board of Directors during thefinancial year.
b) Declaration by an Independent Director(s) and re- appointment if any
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.
c) Formal Annual Evaluation of Board
Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and Stakeholdercommittee.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
a. BOARD MEETINGS
During the year Seven (07) Board Meetings were convened and held on 30.05.201811.08.2018 21.08.2018 05.09.2018 10.11.2018 01.01.2019 and 11.02.2019.
COMPOSITION AND MEETINGS OF AUDITCOMMITTEE
Our Company has constituted an audit committee ("Audit Committee") as perthe provisions of Section 177 of the Companies Act 2013.
The committee presently comprises following three (3) directors. Mr. Amit Kumar Guptais the Chairman of the Audit Committee.
COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE
Our Company has constituted a Stakeholders relationship Committee to redress thecomplaints of the shareholders. The committee currently comprises of three (3) Members.Mr. Amit Kumar Gupta is the Chairman of the Stakeholders relationship Committee.
NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013. The committeecurrently comprises of three (3) Members. Mr. Amit Kumar Gupta is the Chairman of theNomination and remuneration committee.
The details of the Composition of the Nomination and Remuneration Committee are givenbelow:
INDEPENDENT DIRECTOR MEETING
The Company has duly conducted Independent Director Meeting on February 13 2018 toalign with the requirements prescribed under the provisions of the Companies Act 2013.The committee currently comprises of two (2) Directors. Mr. Amit Kumar Gupta is theChairman of the remuneration committee.
The details of the Composition of the Independent Director Meeting are given below:
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccount
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN A WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013 In order to prevent sexual harassment of women at workplace;the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 are effective in the Company. Under the said Act every company isrequired to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at workplace of any women employee. The Company has in place an AntiSexual Harassment Policy in line with the requirements of the Sexual Harassment of Womanat Workplace (Prevention Prohibition and Redressal) Act 2013. All women employees(permanent contractual temporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed offduring the year:
a. No. of Complaints received: 0
b. No. of Complaints disposed off : 0
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheBoard has on the recommendation of the Nomination & Remuneration Committee framed aPolicy for Selection and appointment of Directors Senior management and theirRemuneration. The Remuneration Policy is stated in the Corporate Governance Report.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Ms. Satish Kumar Proprietor of M/s Kumar Satish & Associates CompanySecretaries to undertake the Secretarial audit of the Company. The Secretarial AuditorReport provided By the Secretarial Auditor in Form No MR-3 has been enclosed as Annexure B.
Comments on the Qualifications:
i) With reference to the qualifications we wish to explain that the Company hasappointed Mr. Sakir Husen as the Chief Financial Officer w.e.f 01.01.2019.
ii) With reference to late intimation to Stock Exchange The Company will keep a trackon his and assure that all intimation will send to the Stock exchange timely in future.
iv) With reference to the updating of website this is to inform you that the websiteof the company is updated pursuant to the Regulation 46 under SEBI LODR Regulations 2015.
v) The Company assures that in future all the e-forms will be filed in due time toavoid the late fees.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
BSE Limited vide notice no. 20190318-41 dated 18.03.2019 suspend the trading in Equityshares of the company w.e.f April 9 2019 on account of non-compliance with Regulation 17of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for twoconsecutive quarters i.e. September 2018 & December 2018.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given herein below:
The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014
The number of permanent employees as on 31st March 2019 was 3.
Average of remuneration of employees excluding KMPs Nil
No employee's remuneration for the year 2018-19 exceeded the remuneration of any of theDirectors.
Company's performance has been provided in the Directors' Report which forms part ofthe Board Report.
The key parameter for the variable component of key managerial personnel(s) is linkedwith Company performance and Individual performance.
The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIALYEAR ENDED MARCH 31 2019 NOT APPLICABLE
A report on Corporate Governance along with a certificate regarding the complianceswith conditions of Corporate Governance as per Chapter IV of SECURITIES AND EXCHANGE BOARDOF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 is annexed tothis report.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause c of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) he directors had prepared the annual accounts on a going concern basis; and
(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT AND APPRECIATION
The Directors take this opportunity to thank Company's customers shareholderssuppliers bankers Central and State Government for their consistent support to theCompany. The Board also wishes to place on record their appreciation for the hard workdedication and commitment of the employees at all levels. The enthusiasm and unstintingefforts of the employees have enabled the Company to grow in the competitive environment.The Board looks forward to their continued support and understanding in the years tocome.