Ayepee Lamitubes Limited
Your Directors are pleased to present their Report on your Company's businessoperations along with the Audited financial statements for the financial year ended on 31March 2017.
The highlights of the Company's performance during the financial year are as below:
SUMMARY OF FINANCIAL RESULTS
(Rs. in Lakhs)
| ||YEAR ENDED 31.03.2017 ||YEAR ENDED 31.03.2016 |
|Sales/Other Income ||64.61 ||67.34 |
|Profit / (Loss) before depreciation ||51.67 ||58.42 |
|Depreciation ||0.27 ||0.27 |
|Profit / (Loss) before Tax ||51.40 ||58.15 |
|Profit / (Loss) after Tax ||41.35 ||47.05 |
The business operations continued to be suspended and unviable. There has been nofurther development nor was the Company able to re-commence its operations. However themanagement will explore possible steps in this respect and hopeful for revival measuresand appropriate resources.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review is provided ina separate section of this Annual Report and forms a part of the Board's Report.
Pursuant to Regulation 15(2) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 ("Listing Regulations") the CorporateGovernance report is not applicable to the Company. The Company is not required interalia to comply with the corporate governance provisions under regulations 17 to 27 andRegulation 46(2)(b) to (i) and para C D and E of Schedule V of the SEBI ListingRegulations.
In view of discontinuance of the business operations of the Company your directors donot recommend any dividend for the financial year ended 31 March 2017.
TRANSFER TO RESERVES
During the year your Directors have not transferred any amount to reserves.
Members of the Company at the Annual General Meeting held on 30 September 2016 hadappointed M/s. J Singh & Associates Chartered Accountants as Statutory Auditors ofthe Company to audit accounts for financial year 2016-17 2017-18 2018-19 2019-20 and2020-2021 subject to ratification by the Members at every annual general meeting.
M/s. J Singh & Associates Chartered Accountants have confirmed their eligibilityunder Section 141 of the Act and the Rules framed thereunder to continue as StatutoryAuditor of the Company for the financial year 2017-18.
Your Directors propose ratification of appointment of M/s. J Singh & AssociatesChartered Accountants as the Statutory Auditors of the Company to audit accounts for thefinancial year 2017-18.
RESPONSE TO THE AUDITORS' REPORT
The Company is not carrying out any manufacturing Operations and has substantialaccumulated losses. In view of the above and in absence of any rehabilitation measuresthe company may not be a going concern. The net worth of the Company has been fully erodeddue to the accumulated losses.
In this regard your directors would like to state that the Commercial operations ofthe Company has been closed for years and consequently the Company has accumulated lossesand net worth is eroded. However the management is exploring possible steps in thisrespect and hopeful for revival measures and appropriate resources.
Pursuant to section 204 of the Companies Act 2013 ("the Act") and the Rulesframed thereunder Ms. Tehseen Fatima Khatri of M/s. T.F. Khatri & AssociatesPractising Company Secretary have been appointed to undertake the Secretarial Audit ofthe Company for the financial year ended on 31 March 2017. The Secretarial Audit Reportforms a part of this Report as Annexure 1. There are no qualifications reservations oradverse remarks reported by the Secretarial Auditor in the report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of section 152(6) of the Companies Act 2013("the Act") and Articles of Association of the Company Mr. Sunil Singhal isliable to retire by rotation at the ensuing Annual General Meeting (AGM) and beingeligible offers himself for re-appointment. The Board recommends his re-appointment.
During the year the Board appointed Mr. Jignesh Patel as Company Secretary anddesignated him as Key Managerial Officer of the Company.
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(3)(c) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the year ended 31March 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 the Financial Statements have beenselected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31 March 2017 and of the profit of the Company for the year ended on thatdate;
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
NUMBER OF MEETINGS OF THE BOARD
The Board met six times during the financial year i.e on 30 May 2016 10 August 201630 August 2016 14 November 2016 14 February 2017 and 31 March 2017. All the boardmembers were present at the said meeting.
The Audit Committee of the Board comprises of 3 members and is in compliance withsection 177 of the Companies Act 2013 and SEBI (LODR) Regulations 2015. The Committeemet 5 times during the year 30 May 2016 10 August 2016 30 August 2016 14 November 2016and 14 February 2017.
SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any subsidiary/ associate Company or joint venture.
The Nomination and Remuneration Committee has laid down evaluation process forperformance of Directors Board level Committees and the Board as a whole.
LOANS GUARANTEES OR INVESTMENTS
Details of loans guarantee and investments covered under applicable provisions ofsection 186 of the Act are given in the notes of the financial statement.
RELATED PARTY TRANSACTIONS
None of the transactions with related parties fall under the scope of section 188(1) ofthe Companies Act 2013. Accordingly there are no particulars to report in form AOC 2 ofthe Companies (Accounts) Rules 2014.
Details of the related party transactions during the year as required under ListingRegulations and Accounting standards are given in note 19 to the financial statements. Thepolicy on Related Party Transactions is posted on the Company's websitewww.ayepeelamitubes.net.
INFORMATION ON EMPLOYEES
During the year under review the Company did not had any employee Hence the limitprescribed under provisions of section 197 of the Companies Act 2013 and Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are not applicable.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
|A) Conservation of Energy ||NIL |
|B) Technology Absorption ||NIL |
|C) Foreign Exchange earnings and outgo ||NIL |
OTHER INFORMATION / DISCLOSURES
There are no significant material orders passed by the regulators courts or tribunalsagainst the Company that impacts the company's operations in future. There have been nomaterial changes and commitments affecting the financial position of the Company whichhave occurred between the end of the financial year of the Company to which the FinancialStatements relate and the date of the report.
In accordance with section 134(3)(a) and section 92(3) of the Companies Act 2013 anextract of the Annual Return as at 31 March 2017 in the prescribed format MGT 9 forms apart of this Report as Annexure 2. The Company has in place a policy against sexualharassment at work place in line with the requirements of the concern statute. There wasno complaint received during the year nor there are any pending complaints which need tobe redressed.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a whistle blower policy with a view to provide a vigilmechanism for the directors and employees of the company to report instances of unethicalbehavior fraud or mismanagement. The said policy is displayed on the Company's websitewww.ayepeelamitubes.net.
INTERNAL FINANCIAL CONTROL
The Company has a proper and adequate Internal Financial Control System to ensure thatall assets are safeguarded and protected against loss from unauthorized use or dispositionand the transactions are authorized recorded and reported correctly.
In accordance with Section 134(3) (n) of the Act the Company has framed a RiskManagement Policy to identify and assess the key risk areas.
The Company has not accepted any deposits from the public and there are no outstandingdeposits from the public as on 31 March 2017.
The Board of Directors expresses its gratitude to the Members of the Company for theircontinued support.
| ||For and on behalf of the Board of Directors || |
| ||For Ayepee Lamitubes Limited |
|Place : Murbad ||Sunil Singhal ||Anil Goyal |
|Date : 30 May 2017 ||Director ||Director |