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 17th AnnualReport together with the Audited Accounts of the Company for the year ended at 31st March2020.
The summarized performance of the Company for the years 2019-20 and2018-19 is given below:
(Amount in Rupees)
During the year under review the Company's income is Rs.2870006.00/- as against income of Rs 2774411/- in 2018-19. The net profit after taxduring the year is Rs 32560.74/- as against the net profit of Rs. 218489.44/- in theprevious year.
RESERVE AND SURPLUS
The Reserves and Surplus is Rs. 3157833/- as on the end of theCurrent year and the Profit of the Current year Rs. 32560.74/- has been transferred toReserve and Surplus.
To plough back the profits in to the business activities no dividendis recommended for the financial year 2019-20.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business during the yearunder review.
CHANGE OF REGISTERED OFFICE
During the year under Review there has been no change in theregistered office of the company.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affectthe financial position of the Company occurred between the end of the financial year ofthe Company and date of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS
The Company maintains appropriate systems of internal controlincluding monitoring procedures to ensure that all assets are safeguarded against lossfrom unauthorized use or disposition. Company policies guidelines and procedures providefor adequate checks and balances and are meant to ensure that all transactions areauthorized recorded and reported correctly.
RISK MANAGEMENT POLICY
The Company has devised and implemented a mechanism for risk managementand has developed a Risk Management Policy. The Policy provides identifying internal andexternal risks and implementing risk mitigation steps.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITSSUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March2020 provision of section 129 of the Companies Act 2013 is not applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report 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.
The Company has not accepted deposit from the public falling within theambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits)Rules 2014. No amount of principal or interest was outstanding as on the date of BalanceSheet.
STATE OF COMPANY AFFAIRS:
There are no order against the Company and the smooth running ofbusiness enhancing the profitability of the company.
The Company at its various meetings held during the Financial year2019-20 had familiarize the Independent Directors with regard to the roles rightsresponsibilities in the Company nature of the industry in which the Company operates theBusiness models of the Company etc. The Independent Directors have been provided withnecessary documents reports and internal policies to familiarize then with theCompany's policies procedures and practices.
Periodic presentations are made to the Board and Board Committeemeeting on Business and performance updates of the Company Business strategy and risksinvolved.
Quarterly updates on relevant statutory changes and judicialpronouncements and encompassing important amendments are briefed to the Directors.
In Terms of the provisions of Section 139 of the Companies Act 2013The Board has appointed
M/s. Rakesh Batra & Co Chartered Accountants Statutory as thestatutory Auditors of the Company to hold office from the conclusion of this annualgeneral meeting until the conclusion of next annual general meeting of the company.
The Notes on Financial Statements referred to in the Auditors Reportare self-explanatory and therefore in the opinion of the Directors do not call forfurther comments.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form MGT 9 has been annexed to theReport as Annexure A.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m)of the Companies Act 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 inrespect of Conservation of Energy and Technology Absorption have not been furnishedconsidering the nature of activities undertaken by the Company during the year underreview. There was no foreign exchange earning & outgo during the financial year underreview.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review the Company is not required to complywith the provisions related to Corporate Social Responsibility on the basis of itsfinancial statement.
DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review there was no change in the composition ofBoard of Directors during the financial year.
b) Declaration by an Independent Director(s) and re- appointment ifany
All Independent Directors have given declaration that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act andListing Agreement.
c) Formal Annual Evaluation of Board
Pursuant to the provisions of companies Act 2013 the Board hascarried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder committee.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
a. BOARD MEETINGS
During the year Eight (08) Board Meetings were convened and held on30.05.2019 09.08.2019 24.08.2019 11.11.2019 19.12.2019 02.01.2020 11.02.2020 and20.03.2020.
COMPOSITION AND MEETINGS OF AUDITCOMMITTEE
Our Company has constituted an audit committee ("AuditCommittee") as per the provisions of Section 177 of the Companies Act 2013.
The committee presently comprises following three (3) directors. Mr.Amit Kumar Gupta is the Chairman of the Audit Committee.
COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE
Our Company has constituted a Stakeholders relationship Committee toredress the complaints 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 Committeeto align with the requirements prescribed under the provisions of the Companies Act 2013.The committee currently comprises of three (3) Members. Mr. Amit Kumar Gupta is theChairman of the Nomination and remuneration committee.
The details of the Composition of the Nomination and RemunerationCommittee are given below:
INDEPENDENT DIRECTOR MEETING
The Company has duly conducted Independent Director Meeting on February11 2020 to align with the requirements prescribed under the provisions of the CompaniesAct 2013. The committee currently comprises of two (2) Directors. Mr. Amit Kumar Gupta isthe Chairman of the remuneration committee.
The details of the Composition of the Independent Director Meeting aregiven 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 TheCompanies (Meeting of Board and its Powers) Rules 2014 Company is required to establisha Vigil Mechanism for its Directors and employees. In order to ensure that the activitiesof the Company and its employees are conducted in a fair and transparent manner byadoption of highest standards of professionalism honesty integrity and ethical behaviorthe company has adopted a vigil mechanism policy. This policy is explained in corporategovernance report and also posted on the website of company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year Company has not provided Loans Guarantees andInvestments covered under 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 relatedparties which may have a potential conflict with the interest of the Company at large. Thedetails of transactions with the Company and related parties are given for informationunder notes to Account.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN A WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013: In order to prevent sexualharassment of women at workplace; the provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 are effective in the Company.Under the said Act every company is required to set up an Internal Complaints Committee tolook into complaints relating to sexual harassment at workplace of any women employee. TheCompany has in place an Anti Sexual Harassment Policy in line with the requirements of theSexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal) Act 2013.All women employees (permanent contractual temporary and trainee) are covered under thisPolicy.
The following is a summary of Sexual Harassment complaints received anddisposed off during the year:
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 readwith Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Policy 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 REPORTEDIN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read withRule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has appointed Mr. Ankit Singhal Proprietor of M/s Ankit Singhal &Associates Company Secretaries to undertake the Secretarial audit of the Company. TheSecretarial Auditor Report provided By the Secretarial Auditor in Form No MR-3 has beenenclosed as Annexure B.
Comments on the Qualifications:
i) With reference to late intimation to Stock Exchange The Companywill keep a track on his and assure that all intimation will send to the Stock exchangetimely in future.
ii) The Company assures that in future all the e-forms will be filed indue time to avoid the late fees.
iii)In Future the Company will try to do all the compliances in time.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
BSE Limited vide notice no. 20190318-41 dated 18.03.2020 suspend thetrading in Equity shares of the company w.e.f April 9 2020 on account of non-compliancewith Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 for two consecutive 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 Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given herein below:
The information required pursuant to Section 197(12) read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of Employees of the Company will be provided on request. In terms of Section136 of the Act the reports and accounts are being sent to the members and others entitledthereto excluding the information on employees particulars mentioned in rule 5(2) of thesaid rule which is available for inspection by the Members at the Registered Office of theCompany during the business hours on working days of the Company upto the date of ensuingAnnual General Meeting. If any Member is interest in inspecting the same such Member maywrite to the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OFTHE COMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014
The number of permanent employees as on 31st March 2020 was 1.
Average of remuneration of employees excluding KMPs Nil
No employee's remuneration for the year 2019-20 exceeded theremuneration of any of the Directors.
Company's performance has been provided in the Directors'Report which forms part of the Board
The key parameter for the variable component of key managerialpersonnel(s) is linked with Company performance and Individual performance.
The remuneration of Directors KMPs and other employees is inaccordance with the Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITHSECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS'REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31 2020 NOT APPLICABLE
A report on Corporate Governance along with a certificate regarding thecompliances with conditions of Corporate Governance as per Chapter IV of SECURITIES ANDEXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015 is annexed to this report.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause c ofsub-section (3) of Section 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 customersshareholders suppliers bankers Central and State Government for their consistentsupport to the Company. The Board also wishes to place on record their appreciation forthe hard work dedication and commitment of the employees at all levels. The enthusiasmand unstinting efforts of the employees have enabled the Company to grow in thecompetitive environment .The Board looks forward to their continued support andunderstanding in the years to come.