Your Directors have pleasure in presenting their 85th Annual Report on the business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2019.
I. FINANCIAL HIGHLIGHTS:
During the year under review performance of your Company as under: (Rupees in Lakhs)
|PARTICULARS ||Year ended 31st March 2019 ||Year ended 31st March 2018 |
|Total Income ||1280.71 ||1191.47 |
|Expenses: || || |
|a) Depreciation ||614.79 ||604.15 |
|b) Finance Cost ||753.18 ||865.42 |
|c) others ||1147.94 ||1030.46 |
|Profit/loss Before Exceptional Items and Tax ||(1235.20) ||(1308.55) |
|Less-Exceptional Items ||- ||- |
|Less-Provision for Tax ||- ||- |
|Net Profit/(Loss) ||( 1235.20 ) ||(1308.55) |
II. OPERATIONS FOR THE PERIOD AND FUTURE OUTLOOK:
(I) OPERATIONS FOR THE PERIOD:
The Company has continued pursuing the activity of development of Sports Complex at theplot of land owned by the Company at Swastik Park Chembur Mumbai. We are pleased toinform the shareholders that all the facilities constructed as per approvals received tilldate are being put to best possible use. The Company has a steady response to its'facilities and it is getting recognition as a consistent service provider in the businesssegment in which it operates. However the company is facing a continuous downtrend in theoverall business scenario due to which business is subdued. The economy as a whole hasbeen passing through a turbulent phase owing to tariff wars and sanctions. The globaluncertainties has affected the business climate due to which growth has been more or lessstagnant. Further there has been a lot of competition in the business segment in whichyour Company operates and with growing costs there has been tremendous pressure on thebottom line. The management is pleased to inform the shareholders that in spite of host ofchallenges the Company is taking innovative measures to keep the businessstable and goingat steady pace. The Company has successfully raised Preference share capital during theyear thereby augmenting long term resources and replaced long term debt with morefavorable terms which has reduced the interest burden. With continuous efforts to increasethe revenues & bringing down the costs the Company has been successful in improvingits topline as well as curtailing the loss for the year.
(ii) FUTURE OUTLOOK:
The Management takes pleasure in informing you all that the Company is strengtheningits' operations and the services provided by the Company are getting better recognition inthe industry. The fact that Company could maintain its' topline in challenging timesbodes well for the future of the Company. The Company is committed to take all suchmeasures that will strengthen the base in years to come. The Management wishes to place onrecord the fact that the company has still not received approvals for furtherconstruction of certain facilities for which the Company is consistently pursuing withthe appropriate authorities and is hopeful of some positive development in time to come.The business of the company is largely dependent on the overall economic growth andgeneral business sentiment prevalent in the market. However the Management is positive inits' outlook and is confident of generating better revenues in the coming Financial Year.
The Chairman informed the Board that in view of current year losses and accumulatedlosses it would be prudent not to recommend payment of dividend on Equity Share Capitalof the Company for the Financial Year ended 31st March 2019. The Board after discussionon the matter decided not to recommend any dividend on Equity Share Capital of theCompany for the Financial Year ended 31st March 2019.
The Company has earned gross revenue of Rs. 1280.71 lakhs in the year 2018-2019 underreview. The Company has a negative EBITDAof Rs 1235.20 lakhs & PAT of a loss of Rs.1235.20 lakhs.
V. AMOUNTS TRANSFERRED TO RESERVES:
In view of the current year's losses the Board of the Company does not recommendtransfer of any amount to reserves.
VI. SHARE CAPITAL:
Authorized share Capital
Your Company has increased its authorised Non-Cumulative Redeemable Preference sharecapital from Rs. 40 Crore to Rs. 60 Crore.
During the year your company has issued 500000 unlisted 10% Non-ConvertibleNon-Cumulative Non-Participating Redeemable Preference Shares ("NCRPS") offace value of Rs. 100/- each at par aggregating to Rs. 50000000 /- on private placementbasis. The said shares were issued in accordance with the provisions of Section 4255 andother applicable provisions if any of the Companies Act2013(Act) read with the rulesframed under as may be amended from time to time and the Articles of the Association ofthe company and the Regulations/Guidelines.
Increase in Share Capital
During the year under review your Company made following allotment to Promoters andpromoter Group on a Preferential Basic on May 3 2018:
1. Allotment of 62500 Equity shares of Face value of Rs. 10/- each at par aggregatingto Rs. 625000/- to Mr. Nikhil Vinod Mehta.
2. Allotment of 62500 Equity shares of Face value of Rs. 10/- each at par aggregatingto Rs. 625000/- to Mr. Chetan Jashwant Mehta.
3. Allotment of 62500 Equity shares of Face value of Rs. 10/- each at par aggregatingto Rs. 625000/- to Mr. Jaydeep Vinod Mehta.
4. Allotment of 62500 Equity shares of Face value of Rs. 10/- each at par aggregatingto Rs. 625000/- to Mr. Jashwant Bhaichand Mehta.
Preferential Allotment of Warrants
Pursuant to the Special resolution passed at the Extra-Ordinary General Meeting of theCompany held on Tuesday March 20 2018 your company allotted 300000 numbers of warrantson August 22018 to Promoters and Promoter Group on Preferential basis at a price of Rs.10/- per warrant. Warrant is convertible into one equity share within a period of 18months from the date of allotment.
The Allottee has paid around 25% of the exercise price of the Warrants at the time ofsubscription. The warrants can be exercised anytime within 18 months of allotment of theWarrants. The Subscription price paid for the Warrants will be adjusted against theexercise price payable at time of exercise. In the event that any Warrant is not exercisedwithin 18 months of allotment the subscription price paid will be forfeited.
The Shareholding of the Promoters will be 69.07% assuming all the warrants areconverted into equity shares.
VII. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS:
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in theAnnual Report.
The Register of Loan Guarantee Security and Investment is maintained in Form MBP-2under section 186 of the Act 2013 which is available for inspection during the businesshours on all working days.
VIII. FIXED DEPOSITS:
The Company has not accepted any fixed deposits from the public during the financialyear ended March 31 2019.
IX. PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES:
There were no contract(s) / arrangement(s) / transaction(s) entered into by yourCompany with its related parties during the year under review except some of which wasas per the provisions of Section 188(1) of the Act read with Companies (Meetings of Boardand its Powers) Rules 2014 and Regulations 23 of SEBI (LODR) Regulations 2015.
Particulars of contract or arrangements made with related parties referred to Section188(1) of the Companies Act is prescribed in FormAOC-2 as "ANNEXURE 1" toBoard's Report.
X. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(i) DIRECTOR RETIRING BY ROTATION:
In terms of Section 152(6) of the Companies Act 2013 and the Articles of Associationof your Company Ms. Dhwani Jaydeep Mehta (DIN: -07105522) Director of the Company isliable to retire by rotation at the Eighty Fifth Annual General Meeting as she is holdingoffice for the longest period and her appointment shall be liable to retire by rotation.
Ms. Dhwani Jaydeep Mehta has confirmed his eligibility and willingness to accept theoffice of the Director of your Company if confirmed by the Members at the ensuing AnnualGeneral Meeting. In the opinion of your Directors Ms. Dhwani Jaydeep Mehta has requisitequalifications and experience and therefore your Directors recommend that the proposedresolution relating to the re-appointment Ms. Dhwani Jaydeep Mehta be passed.
(ii) KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of theAct the following are the Key Managerial Personnel ofthe Company: A) Mr. Rajesh M. Loya Whole Time Director B) Mr. Chetan J. Mehta ExecutiveDirector CFO
C) Ms. Sonali K. Gaikwad Company Secretary & Compliance Officer
(iii) DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR:
All the Independent Directors have given their declarations stating that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b)of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (the Listing Regulations'). In the opinion of theBoard they fulfill the conditions of independence as specified in the Act and the ListingRegulations and are independent of the management.
XI. DIRECTOR'S RESPONSIBILITY STATEMENT:
Based on the framework of Internal Financial Controls and compliance systemsestablished and maintained by the Company the work performed by the Internal Statutoryand Secretarial Auditors including Audit of Internal Financial Controls over financialreporting by the Statutory Auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's Internal Financial Controls were adequate and effective during the FinancialYear 2018-19.
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Board ofDirectors of the Company hereby state and confirm that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departure if any;
(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2019 and of the profit or loss ofthe Company for the year ended March 31 2019;
(iii) they have taken proper and sufficient care 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;
(iv) they have prepared theAnnualAccounts for the financial year ended March 31 2019on a going concern basis.
(v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively.
(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
XII. CONSERVATION OF ENERGY TECHNOLOGYABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Considering the nature of activities of the Company the information required underSub-section (3)(m) of Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 to be disclosed relating to the conservation of energy andtechnology absorption is provided as "ANNEXURE 2" to the Board's Report.
There is no foreign technology involved/ absorbed. During the year under review theCompany has neither earned any foreign exchange nor incurred any expenditure in Foreignexchange.
XIII. BOARD'S DIVERSITYAND EVALUATION:
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage difference in thought perspectiveknowledge skill regional and industry experience which will help us retain ourcompetitive advantage.
At present your Company has Eight Directors and pursuant to the Regulation 17(1)(b) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations your Companycomplies with this requirement. In terms of the Listing Regulations your Company conductsthe Familiarization Programme for Independent Directors about their roles rightsresponsibilities in your Company nature of the industry in which your Company operatesbusiness model of your Company etc. through various initiatives. The details of the sameare displayed on the website of the Company.
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc.
The Board has carried out the annual performance evaluation of the entire BoardCommittees and all the Directors based on the parameters specified by the Nomination andRemuneration Committee. The exercise was carried out through a structured evaluationprocess covering various aspects of the functioning of the Board and its Committees.Individual Directors were evaluated separately on basis of their respective designationsand roles.
XIV. NUMBER OF MEETINGS OF THE BOARD:
During the financial year 2018-19 the Board of Directors met Five times as follows:03rd May 2018 30th May 2018 14th August 2018 14th November 2018 14th February2019. Further certain decisions were taken by passing the resolutions by way ofcirculation and were subsequently noted and taken on record by the Board at its nextmeeting. Table 1 below gives the attendance record of the Directors at the Board meetingsand the last Annual General Meeting held on 27th September 2018. The intervening gapbetween any two meetings was within the period prescribed by the CompaniesAct 2013
|Name of Directors ||Designation ||No. of Board Meeting attended during 2018-19 ||Attendance of AGM held on 27th September 2018 ||Number of Committee positions in mandatory committees ||Number of Shares held |
| || || || ||Member ||Chairman || |
|Mr. Jashwant Mehta (DIN: 00235845) ||Non- Executive Director ||5 ||Yes ||- ||- ||357220 |
|Mr. Chetan Mehta (DIN: 00235911) ||Executive Director & CFO ||5 ||Yes ||1 ||- ||357220 |
|Mr. Rajesh Loya (DIN: 00252470) ||Whole Time Director ||5 ||Yes ||2 ||1 ||NIL |
|Mr. Maneesh Taparia (DIN:00267558) ||Non- Executive Independent Director ||5 ||Yes ||1 ||2 ||NIL |
|Ms. Dhwani Mehta (DIN: 07105522) ||Non- Executive Women Director ||5 ||Yes ||1 ||- ||NIL |
|Mr. Gautam Shah (DIN: 00271794) ||Non- Executive Independent Director ||5 ||Yes ||2 ||- ||NIL |
|Mr. Amit Shah (DIN: 07306728) ||Non- Executive Independent Director ||5 ||Yes ||2 ||1 ||2405 |
|Mr. Jaydeep Mehta (DIN: 00252474) ||Executive Director ||5 ||Yes ||- ||- ||357225 |
XV. COMMITTEES OF THE BOARD:
Currently the Board has three committees: Audit Committee Nomination and RemunerationCommittee Stakeholder's Relationship Committee. For the Financial year 2018-2019 thebelow are the details of the Committee as per the applicable provisions of theAct andRules:
|Name of Committee ||Composition of the Committee ||No. of Meetings held |
|Audit Committee ||Mr. Maneesh Taparia Chairman || |
| ||Mr. Amit Shah ||5 |
| ||Mr. Rajesh Loya || |
|Nomination and Remuneration Committee ||Mr. Maneesh Taparia Chairman || |
| ||Mr. Gautam Shah ||5 |
| ||Mr. Chetan Mehta || |
|Stakeholder's Relationship Committee ||Mr. Amit Shah Chairman || |
| ||Mr. Rajesh Loya ||5 |
| ||Mr. Gautam Shah || |
|IPO Committee ||Mr. Rajesh Motilal Loya Chairman || |
| ||Ms. Dhwani Jaydeep Mehta || |
| || ||5 |
| ||Mr. Maneesh Taparia || |
| ||Mr. Amit Shah || |
XVI. AUDITORS a) STATUTORYAUDITORS:
In accordance with Section 139 of the Companies Act 2013 and the rules madethereunder M. S. Mandlecha& Co. Chartered Accountants (Firm Registration No.:129037W) has been appointed as the statutory auditor to hold office from the conclusion ofthe 83rd AGM on August 14 2017 until the conclusion of the 88th AGM in the year 2022 ata remuneration as may be approved by the Board for the 5 years.
H. B. Upasani& Co. Practicing Company Secretaries was appointed to conduct theSecretarial Audit of the Company for the Financial Year 2018-19 as required under Section204 of the CompaniesAct 2013 and Rules there under. The secretarial audit report for F.Y.2018-19 forms part of theAnnual Report as "ANNEXURE 3" to the Board's Report.The Auditors' Report and the Secretarial Audit Report for the Financial Year ended 31stMarch 2019 do not contain any qualification or reservation or adverse remark.
XVII. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
The details of the pending cases with various authorities are mentioned in the notes toFinancial Statements.
XVIII. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) of the CompaniesAct 2013 an extract of theannual return in the prescribed format is appended as "ANNEXURE 4" to theBoard's report.
XIX. WEB LINK OF ANNUAL RETURN
The Company is having website i.e. www.apteindia.com and annual return of Company hasbeen published on such website. Link of the same is given below:https://corporate.clubemerald.in
XX. INTERNAL FINANCIAL CONTROL:
The Board is responsible for establishing and maintaining adequate internal financialcontrol as per Section 134 of the CompaniesAct 2013.
The Board has laid down policies and processes in respect of internal financialcontrols and such internal financial controls were adequate and were operatingeffectively. The internal financial controls covered the policies and procedures adoptedby your Company for ensuring orderly and efficient conduct of business including adherenceto your Company's policies safeguarding of the assets of your Company prevention anddetection of fraud and errors accuracy and completeness of accounting records and thetimely preparation of reliable financial information.
XXI. COST RECORD:
The provision of Cost audit as per section 148 doesn't applicable on the Company.
XXII. SECRETARIAL STANDARDS
The Company complies with all applicable mandatory secretarial standards issued by theInstitute of Company Secretaries of India.
XXIII. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Your Company has in place an Anti-Sexual Harassment Policy in line with requirements ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. This policy applies to all categories of employees of the Company includingpermanent management and workmen temporaries trainees and employees on contract at theirworkplace or at client sites. Internal Complaints Committee(s) (ICC) has been set up toredress complaints received regarding sexual harassment. The cases reported to suchCommittee(s) are investigated by the respective Committee(s) members and the detailedreport thereon is presented to the Board of Directors on a regular basis. During the yearunder report your Company did not receive any case of sexual harassment and hence as atMarch 31 2019 there were no pending cases of anti-harassment in your Company.
XXIV. PARTICULARS OF EMPLOYEES a) Information as per Rule 5(1) of Chapter XIIICompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
The remuneration and perquisites provided to our employees including that of theManagement are on a par with industry levels. The Nomination and Remuneration Committeecontinuously reviews the compensation of our senior executives to align both theshort-term and long-term business objectives of the Company and to link compensation withthe achievement of measurable performance goals
Remuneration paid to Board of Directors of the Company:
|Name of Director ||Title ||Remuneration in Financial year 2017-2018 ||Remuneration in Financial Year 2018-2019 ||No. of shares held in the Company |
|Mr. Jashwant Mehta ||Non-Executive Director ||NIL ||NIL ||357220 |
|Mr. Chetan Mehta ||Executive Director and Chief Financial Officer ||NIL ||NIL ||357220 |
|Mr. Rajesh Loya ||Whole Time Director ||NIL ||NIL ||NIL |
|Mr. Maneesh Taparia ||Non-Executive Independent Director ||Rs. 10000/- (Sitting fees) ||Rs. 5000/- (Sitting fees) ||NIL |
|Ms. Dhwani Mehta ||Non-Executive Director ||NIL ||NIL ||NIL |
|Mr. Gautam Shah ||Non-Executive Independent Director ||Rs. 10000/- (Sitting fees) ||Rs. 5000/- (Sitting fees) || |
|Mr. Amit Shah ||Non-Executive Independent Director ||Rs. 10000/- (Sitting fees) ||Rs. 5000/- (Sitting fees) ||2405 |
|Mr. Jaydeep Mehta ||Executive Director ||NIL ||NIL ||357225 |
Remuneration paid to the Key Managerial Personnel's of the Company:
|Name of KMP ||Title ||Remuneration in Financial year 2017-2018 ||Remuneration in Financial Year 2018-2019 ||No. of shares held in the Company |
|Mr. Rajesh Loya ||Whole time Director ||NIL ||NIL ||NIL |
|Mr. Chetan Mehta ||Director and Chief Financial Officer ||NIL ||NIL ||357220 |
|Ms. Sonali Gaikwad ||Company Secretary and Compliance Officer ||450000 p.a. ||450000 p.a. ||NIL |
During the Financial Year 2018-2019 the Company had an average count of 55 employees onthe payroll of the Company.
b) Information as per Rule 5(2) of Chapter XIII Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
The information required under Section 134 read with Rule 5 of Companies (Appointment& Remuneration of Managerial Personnel) Rules for the year ended 31 st March 2019 isnot applicable to the Company as none of the employee is drawing remuneration more thanthe limits presently specified under the said rules.
XXV. CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to Section 135(2) of the Companies Act 2013 the Board's Report shoulddisclose the responsibility undertaken and committee constituted for the same. Howeveryour Company has not earned sufficient profits for the financial year 2018-2019 and thusdoes not require complying with the provisions of Corporate Social Responsibility.
XXVI. RISK MANAGEMENT POLICY:
The Company recognizes that risk is inherent to any business activity and that managingrisk effectively is critical to the immediate and future success of the Company.Accordingly the Company has established a Risk Management Policy which has helped inoverseeing the risks management of material business risks and also helps in internalcontrol of the Company. The Policy is displayed on the website of the Companywww.apteindia.comunder the heading Policies of Company.
The Management of your Company is vigilant about their responsibility of overseeing andreviewing that the risk that the organization faces such as strategic financial creditmarket liquidity security property regulatory or any other risk have been defined andassessed. There is adequate risk management infrastructure in place capable of addressingthose risks.
XXVII. WHISTLE BLOWER POLICY:
The Company promotes ethical behavior in all its business activities and is in processof establishing a mechanism for reporting illegal or unethical behavior. The Company hasthus formed a vigil mechanism and Whistle blower policy under which the employees are freeto report violations of the applicable laws and regulations and the Code of Conduct. Thereportable matters would be disclosed to the Audit Committee. The Policy is displayed onthe website of the Company www.apteindia.comunder the heading Policies of Company.
XXVIII. GREEN INITIATIVE:
During the financial year 2013-2014 we had started a sustainability initiative withthe aim of going green and minimizing our impact on the environment. Like the previousyears this year too we are publishing the statutory disclosures in the Annual Report.Additionally the Annual Report for the Financial Year 2018-2019 will also be available onour website www.apteindia.com
Electronic copies of the Annual Report 2018-2019 and Notice of the 85 thAnnual GeneralMeeting are sent to all members whose email addresses are registered with the Company /Depository Participant(s). For members who have not registered their email addressesphysical copies of the Annual Report 2018-2019 and the Notice of the 85 th Annual GeneralMeeting are sent in the permitted mode. Members requiring physical copies can send arequest to the Company.
| ||For and on Behalf of Board of Directors |
| || ||Emerald Leisures Limited |
| || ||(Formerly known as "Apte Amalgamations Limited") |
| ||Sd/- ||Sd/- |
| ||Mr. Rajesh M. Loya ||Mr. Chetan J. Mehta |
|Date : 14.08.2019 ||Whole Time Director ||Director & CFO |
|Place : Mumbai ||DIN: 00252470 ||DIN: 00235911 |