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Amsons Apparels Ltd.

BSE: 538861 Sector: Others
NSE: N.A. ISIN Code: INE812P01018
BSE 00:00 | 22 Oct 0.73 0
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0.76

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0.76

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0.73

NSE 05:30 | 01 Jan Amsons Apparels Ltd
OPEN 0.76
PREVIOUS CLOSE 0.73
VOLUME 7
52-Week high 1.54
52-Week low 0.69
P/E 36.50
Mkt Cap.(Rs cr) 2
Buy Price 0.80
Buy Qty 250.00
Sell Price 0.73
Sell Qty 297.00
OPEN 0.76
CLOSE 0.73
VOLUME 7
52-Week high 1.54
52-Week low 0.69
P/E 36.50
Mkt Cap.(Rs cr) 2
Buy Price 0.80
Buy Qty 250.00
Sell Price 0.73
Sell Qty 297.00

Amsons Apparels Ltd. (AMSONSAPPARELS) - Director Report

Company director report

Your Directors have great pleasure in presenting the 15th Annual Reporttogether with the Audited Accounts of the Company for the year ended at 31stMarch 2018.

FINANCIAL RESULTS

The summarized performance of the Company for the years 2017-18 and 2016-17 is givenbelow:

(Amount in Rupees)

Particulars For Financia 31st March 2018 Year Ended 31st March 2017
Total Income 21933477.00 51288909.00
Total Expenditure 21844714.00 50878770.00
Profit before Tax 88763.00 410139.00
Less: Tax Expense 35313.00 96753.00
Profit / (Loss) After Tax 53450.00 313386.00

Financial performance

During the year under review the Company's income is Rs. 21933477.00 as againstincome of Rs 51.288.909.00 in 2016-17. The net profit after tax during the year has beenincreased to Rs 53.450.00 as against the net profit of Rs. 313386.00 in the previousyear.

Reserve and surplus

The Reserves and Surplus is Rs. 2906783.00/- as on the end of the Current year andthe Profit of the Current year Rs. Rs. 53450.00 /- has been transferred to Reserve andSurplus.

Dividend

To plough back the profits in to the business activities no dividend is recommendedfor the financial year 2017-18.

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 the Company has changed its registered office from FlatNo. 116 First Floor Hemkunt Chamber 89 Nehru Place New Delhi-110092 to 303 2ndFloor Plot No.13- A Veer Complex Veer Savarkar Block Shakarpur Delhi-110092 witheffect from 30.05.2017.

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 2018 provision ofsection 129 of 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.

DEPOSITS

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.

FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2017-18 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.

STATUTORY AUDITORS

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.

AUDITORS' REPORT

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.

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 Ms. Radhika Thapliyal has resigned from the Directorshipof the Company with effect from March 22 2018 due to pre occupation and Ms. Gita Devihas been appointed as Independent Director with effect from March 22 2018.

Apart from above change Mr. Augsteen Kachhap has been regularized in its AnnualGeneral Meeting held on 18th September 2017.

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 Ten (10) Board Meetings were convened and held on 30.05.201722.06.2017 01.08.2017 11.08.2017 20.09.2017 21.11.2017 25.01.2018 08.02.201813.02.2018 and 22.03.2018.

[composition and meetings of audit committee

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.

Name of Member Designation Category No. of meetings
Mr. Amit Kumar Gupta Chairman Independent Director 4
*Ms. Radhika Thapliyal Member Independent Director 4
Mr. Agusteen Kacchap Member Non-Independent Non Executive Director 4
*Ms. Gita Devi Member Independent Director 0

*During the year under review Ms. Gita Devi has been appointed as Director in place ofMs. Radhika Thapliyal with effect from March 22 2018.

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.Ms. Radhika Thapliyal was the Chairperson of the Stakeholders relationship Committee/Investors Grievance committee.

Name of Member Designation Category No. of meetings
*Ms. Radhika Thapliyal Chairman Independent Director 4
Mr. Amit Kumar Gupta Member Independent Director 4
Mr. Agusteen Kacchap Member Non-Independent Non Executive Director 4
*Ms. Gita Devi Member Independent Director 0

*During the year under review Ms. Gita Devi has been appointed as Director in place ofMs. Radhika Thapliyal with effect from March 22 2018.

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. Ms. Radhika Thapliyal was the Chairman of theremuneration committee.

The details of the Composition of the Nomination and Remuneration Committee are givenbelow:

Name of Member Designation Category No. of meetings
*Ms. Radhika Thapliyal Chairman Independent Director 4
Mr. Amit Kumar Gupta "Member Independent Director 4
Mr. Agusteen Kacchap Member Non-Independent Non Executive Director 4
*Ms. Gita Devi Member Independent Director 0

*During the year under review Ms. Gita Devi has been appointed as Director in place ofMs. Radhika Thapliyal with effect from March 22 2018.

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. Ms. Radhika Thapliyal is theChairman of the remuneration committee.

The details of the Composition of the Independent Director Meeting are given below:

Name of Member Designation Category No. of meetings
Ms. Radhika Thapliyal Chairperson Independent Director 1
Mr. Amit Kumar Gupta Member Independent Director 1

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 toAccounts.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. The Company has in place an Anti Sexual Harassment Policyin line with the requirements of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. All women employees (permanent contractualtemporary 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 The Boardhas on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration. TheRemuneration 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. Priyanka Garg Proprietor of M/s Priyanka G & 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.

Comments on the Qualifications:

i) With reference to the qualifications we wish to explain that the Company issearching the best person for the post of Chief Financial Officer as we will find thesuitable person; we will appoint the same as Chief Financial Officer.

ii) With reference to MGT-10 The Company will comply the same in future.

iv) 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.

v) With reference to the updating of website this is to inform you that the website ofthe company is updated pursuant to the Regulation 46 under SEBI LODR Regulations 2015.

vi) 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

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

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

Sr. No. Name of Director/KMP and Designation Remuneration of Director/ KMP for FY 2017-18 (Rs. In Lakhs) % increase in Remuneration in FY 2017-18 Ratio of Remuneration of Director to Median Remuneration of employees
1. Mr. Vinay Kumar Whole Time Director 1.80 N.A. N.A.

The number of permanent employees as on 31st March 2018 was 3.

Average of remuneration of employees excluding KMPs - Nil

No employee's remuneration for the year 2017-18 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 2018 -NOT APPLICABLE

CORPORATE GOVERNANCE

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 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.

Date: 21.08.2018
Place: New Delhi

By Order of the Board

For Amsons Apparels Limited

Sd- Sd-
Augusteen Kachhap Vinay Kumar
Director Whole Time Director
DIN: 07628217 DIN:06929401