Dear Shareholders,
The Directors are pleased to present the 27thAnnual Report with the
Audited Accounts of the Company for the year ended March 31, 2015.
Financial Highlights (Rs. In Lakh)
Particulars 2014-15 2013-14
Revenue from Operation 6,78,256.96 7,23,149.63
Profit on forward Transaction 537.25 (53.62)
Other Income 834.80 440.56
Total Revenue 6,79,629.01 7,23,536.57
Less: Total Expenses 6,79,077.59 7,23,252.35
Operating Profits before Exception item, 551.42 284.22
Depreciation, Interest and Tax
Less: Depreciation 280.54 60.69
Interest 201.07 174.71
Add :Exception Item 146.62 0.00
Profit Before Tax 216.42 48.82
Less: Current Tax 45.00 15.08
Short provision relating to prior years (3.17) 0.00
Deferred tax liability 127.90 0.00
Profit after Tax 46.69 33.74
REVIEW OF BUSINESS OPERATION
During the year under review, your company has earned income of Rs.
6,78,256.96 Lakh from sale of Gold & Silver and various other business
activities in financial year 2014-15 compared to the income of Rs.
7,23,149.63 Lakh of previous year which shows downtrend about 6.04%
over the previous year. Although, downward trend in the income, due to
constant control over the various expenses, the Company has earned Net
Profit after Tax of Rs. 46.69 Lakh as against Net Profit after tax of
Rs. 33.74 Lakh of Previous year.
DIVIDEND
To conserve resources for future prospect and growth of the Company,
your Directors regret to declare Dividend for the Financial Year
2014-15 (Previous year - Nil).
NET PROFIT TRANSFER TO RESERVE
The Company has not transferred any amount to any reserve for the
financial year 2014-15 (Previous year - NIL).
INFORMATION ON BOARD OF DIRECTOR, COMMITTEE AND ITS MEETINGS:
Composition
The Board consist of five (5) members as on March 31, 2015, two (2) of
whom are Promoters Executive Directors (one is Managing Director and
one is Executive Director) and remaining three (3) are Non-Executive
Independent Directors. Ms. RashmiAahuja, who has been appointed as an
Additional (Independent) Director, is designated as Woman Director of
the Company.
The Composition of Board fulfills the requirements of Companies Act,
2013 and Clause 49 of Listing Agreement entered by the Company with BSE
Limited.
Board Meetings
Regular meetings of the Board are held at least once in a quarter.
Additional Board meetings are convened to discuss and decide on various
business policies, strategies and other businesses.
During the year under review, Board of Directors of the Companymet 6
times, viz May 30, 2014, August 14, 2014, September 01, 2014, November
14, 2014, February 14, 2014, and March 31, 2015. The Board of Directors
has also passed several resolutions through circular.
The gap between two consecutive meetings was not more than one hundred
and twenty days as provided in section 173 of the Act.
The Independent Directors of the Company has met one time on March 31,
2015, inter alia, to evaluate the performance of Non-Independent
Directors, Board as a whole and performance of Chairman of the Company.
Further, your Company has formed following Committees of the Board in
accordance with Companies Act, 2013 and the Listing Agreement:
- Audit Committee
- Stakeholders' Grievances and Relationship Committee
- Nomination and Remuneration Committee
- Corporate Social Responsibility Committee
The details of number of meetings of Committees, its composition,
powers, terms of reference is provided under the corporate governance
report section in this Annual Report.
Appointment, Re-appointment and Resignation of Directors
During the year, in terms of Section 149 & 152 and Clause 49 of the
Listing Agreement, the Members of the Company, in their last Annual
General Meeting, have appointed Mr. Mayur Parikh and Mr. Maheshkumar D.
Thakkar as Independent Directors of the Company for a period up to
September, 2019.
Further, Ms. RashmiAahuja was appointed as an Additional (Independent)
Director of the Company w.e.f. March 31, 2015. She has been designated
as Woman Director of the Company. In terms of provision of Section 161
of the Companies Act, 2013, Ms. RashmiAahuja shall hold the office up
to the date of ensuing Annual General Meeting. The Company has received
a notice in writing, under Section 160 of the Companies Act, 2013, from
a member proposing her candidature for the office of Director. The
Board of Director of the Company has, based on the recommendation of
Nomination and Remuneration Committee, recommends her appointment for a
period up to March 30, 2020 and resolution to that effect has been
proposed for the approval of member in the ensuing Annual General
Meeting.
Board of Directors, in their Meeting held on August 28, 2015, has
re-appointed Mr. Yashwant Thakkar as Managing Director and Mr.
Rashmikant Thakkar as Executive Director for a period of 5 years,
w.e.f. July 15, 2015 on revised remuneration terms, subject to approval
of Members. Resolutions to that effect have been proposed in the
notice of Annual General Meeting. The Board of Directors
recommendstheirre-appointments on the Board of the Company.
None of the Directors of the Company is disqualified for being
appointed as Director as specified in Section 164 (2) of the Companies
Act, 2013.
Declaration by Independent Directors
The Company has received necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013, to the effect
that they meet the criteria of independence laid down in Section 149(6)
of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The
terms and conditions of the Independent Directors are incorporated on
the website of the Company at www.amrapalispot.com.
Training of Independent Directors
To familiarize the new inductees with the strategy, operations and
functions of our Company, the executive directors / senior managerial
personnel make presentations to the inductees about the Company's
strategy, operations, product and service offerings, organization
structure, finance, human resources, quality and facilities. Further,
the Company has devised a Familiarization Programme for Independent
Directors and the same is placed on the website of the Company at
www.amrapalispot.com.
Details of Key Managerial Personnel
Mr. Yashwant Thakkar, Managing Director is the Key Managerial Personnel
("KMP") as per the provisions of the Companies Act, 2013 and was
already in the office before the commencement of the Companies Act,
2013.
Further, Mr. Satish A. Patel is appointed as Chief Financial Officer of
the Company w.e.f. August 14, 2015. None of the KMP was resigned up to
date of report of Directors.
Nomination and Remuneration Policy
In terms of the provisions of the Companies Act, 2013 and the listing
agreement as amended from time to time, the Companyhas devised a policy
on Nomination and Remuneration of Directors, Key Managerial Personnel
and Senior Management. Key points of the policy are:
A. Policy on Appointment of Directors, Key Managerial Personnel and
Senior Management Personnel
- The policy is formulated to identify and ascertain the integrity,
qualification, expertise and experience of the person for appointment
as Director, KMP and Senior Management personnel and recommend to the
Board for his / her appointment.
- A person should possess adequate qualification, expertise and
experience for the position he/ she is considered for appointment.
B. Policy on remuneration of Director, KMP and Senior Management
Personnel
The Company's philosophy is to align Director, KMP and Senior
Management Personnel with adequate compensation so that the
compensation is used as a strategic tool that helps Company to attract,
retain and motivate highly talented individuals who are committed to
the core value of the Company. The Company follows mixed of fixed pay,
benefits and performance based variable pay. The Company pays
remuneration by way of salary. The remuneration paid by the Company is
within the salary scale approved by the Board and Shareholders.
Board Evaluation
List of criteria on which performance may be evaluated was prepared
after taking into consideration of the various aspects of the Board's
functioning, composition of the Board and Committees, culture,
execution and performance of specific duties, obligation and
governance.
The evaluation of all non-independent directors and the Board as a
whole was conducted by the Independent Directors at their meeting held
on March 31, 2015, based on the criteria and framework adopted by the
Board.
On the other hand, Nomination and Remuneration Committee has carried
out performance evaluation of all the Directors. The Board has approved
the evaluation results as suggested by the Nomination and Remuneration
Committee.
The Board of Directors expressed their satisfaction with the evaluation
process.
PUBLIC DEPOSIT
The company has not accepted any deposits from the public. Hence, the
directives issued by the Reserve Bank of India & the Provision of
Section 73 to 76 of the Company Act, 2013 or any other relevant
provisions of the Act and the Rules there under are not applicable.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY
Details of Loans, Guarantees, Investments and Security covered under
the provisions of Section 186 of the Companies Act, 2013 are given in
the notes to the Financial Statement.
CORPORATE SOCIAL RESPONSIBILITY [CSR]
The Corporate Social Responsibility Committee has formulated and
recommended to the Board, a Corporate Social Responsibility Policy
("CSR Policy") indicating the activities to be undertaken by the
Company, which has been approved by the Board.
The CSR policy encompasses the Company's philosophy for delineating its
responsibility as a Corporate Citizen and lays down the guidelines and
mechanism for undertaking socially useful programmes for welfare &
sustainable development of the community at large. The CSR Policy may
be accessed on the Company's website at www.amarapalispot.com.
The CSR Committee is responsible for indicating the activities to be
undertaken by the Company, monitoring the implementation of the
framework of the CSR Policy and recommending the amount to be spent on
CSR activities.
The Company has formed CSR Committee which comprises of three (3)
Directors namely Mr. Yashwant Thakkar as Chairman of the Committee and
Mr. Mayur Parikh and Mr. Maheshkumar Thakkar as the members of the
Committee. During the year, Committee met one time on February 14, 2015
for approval of CSR Policy.
Further, as per Section 135 of the Companies Act, 2013, the Company is
required to spent at least 2% of the average Net profit of last three
years as calculated in terms of Section 349 and 350 of the Companies
Act, 1956. However, the average net profit in terms of Section 349 &
350 of the Companies Act, 1956 of the Company is negative. Hence,
Company has not made any CSR expenditure during the Financial Year
2014-15. So, Annual Report on CSR expenditure is not given.
Although, the Company has started to make CSR expediter from the F.Y.
2015-16 onwards, disclosure of the same will be given in the next
annual report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions to be entered by the Company with related parties will
be in the ordinary course of business and on an arm's length basis.
However, the Company has not entered into any related party
transaction, as provided in Section 188 of the Companies Act, 2013,
with the related party. Hence, Disclosure as required under Section 188
of the Companies Act, 2013 is not applicable to the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of
Section 92 of the Companies Act, 2013 read with Rule 12 of Companies
(Management and Administration) Rules, 2014 the extract of the Annual
Return as at March 31, 2015 in Form MGT-9, forms part of this Annual
Report as Annexure- "A".
PARTICULAR OF EMPLOYEES
The ratio of remuneration of each Director to the median employee's
remuneration and other details in terms of sub-section 12 of Section
197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
forming part of this Annual Report as Annexure - "B".
The details as required under section 197(12) of the Companies Act,
2013, read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel), 2014 is not applicable as there
is no employee in the Company employed throughout the financial year
with salary above Rs. 60 Lakh p.a. or employed part of the financial
year with average salary above Rs. 5 Lakh per month.
Further, there is no employee employed throughout Financial year or
part thereof, was in receipt of remuneration of in aggregate is in
excess of that drawn by the Managing Director or Whole time Director or
Manager and holds by himself or along with his spouse and dependent
children, not less than Two percent (2%) of the Equity Shares of the
Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption etc. as
required to be given under section 134[3][m] of the Companies Act 2013
read with the Companies [Accounts] Rules, 2014, are not applicable to
our Company, as our Company is not carrying on any manufacturing
activities.
Further, there was no foreign exchange earnings and outgo during the
financial year 2014-15 (Previous Year - Nil).
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE
COMPANY
There are no material changes and commitments, affecting the financial
position of the Company which has occurred between the end of financial
year of the Company i.e. March 31, 2015 and the date of Director's
Report i.e. August 28, 2015.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year
under review, in terms of the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
HUMAN RESOURCES
During the year under review the employee attrition was minimal. The
management continues its efforts in imparting professional training to
Executives and Staff members at various levels with the view to upgrade
their competence and managerial abilities. The Industrial relations in
the company continued to be cordial in the year 2014-15.
BUSINESS RISK MANAGEMENT
The Company is aware of the risks associated with the business. It
regularly analyses and takes corrective actions for managing and
mitigating the same.
CORPORATE GOVERNANCE
Your Company strives to incorporate the appropriate standards for
corporate governance. Pursuant to Clause 49 of listing agreement to
the Stock Exchange Corporate Governance Report and Practicing Company
Secretary' on its compliance is annexed and forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS [MDA]
MDA, for the year under review, as stipulated under clause 49 of the
Listing Agreement, is presented in a separate section forming part of
this Annual Report.
AUDITORS
Statutory Auditor & their report
M/s. MehulThakker& Co., Chartered Accountant, Ahmedabad (FRN 118993W),
was appointed as the Statutory Auditors of the Company, to hold the
office from the conclusion of the 26th Annual General Meeting till the
conclusion of the 29th Annual General Meeting and M/s. V J Amin & Co.,
Chartered Accountant, Baroda (FRN 100335W) was appointed as peer review
auditor of the Company to hold office from the conclusion of 26th
Annual General Meeting till the conclusion of the 31st Annual General
Meeting.
M/s. MehulThakker& Co., Chartered Accountant, Ahmedabad has shown
unwillingness to act as Statutory Auditor of the Company after
completion of Audit for the F.Y. 2014-15. He has resigned as an Auditor
due to his preoccupation with other assignment, through letter dated
August 20, 2015. Further, M/s. V J Amin & Co., Chartered Accountant,
Baroda has also tender resignation as peer review auditor through their
resignation letter dated August 21, 2015.
In terms of the provisions of the companies Act, 2013 and the rules
made thereunder, these vacancies are called as Casual vacancies due to
resignation of Auditor. The Board of Directors, based on recommendation
made by the Audit Committee, has recommended the appointment of M/s.
Dhiren Shah & Co., Chartered Accountants, Ahmedabad as the Statutory
Auditors of the Company to hold the office from the ensuing AGM till
the conclusion of the 29th AGM, subject to approval by the members in
the ensuing Annual General Meeting.
The Company has received the consent from M/s Dhiren Shah & Co.,
Chartered Accountants confirming that they are not disqualified to be
appointed as the Auditors of the Company.
The Auditors' Report on the accounts of the Company for the accounting
year ended March 31, 2015 is self-explanatory and do not call for
further explanations or comments that may be treated as adequate
compliance of Section 134 of the Companies Act, 2013 except a
qualification opinion by statutory auditor w.r.t.the net additional
income offered before the Hon'ble Settlement Commission has been shown
under the head "Reserves & Surplus" for an amount of Rs.
11,58,98,063/-. The taxes with interest paid Rs. 6,81,25,000/- on net
additional income offered before the Hon'ble Settlement Commission, has
been shown under the head "Long Term Loan & Advances".
The final hearing and order of the company of Hon'ble Settlement
Commission u/s. 245D(4) of the Income-tax Act, 1961 is pending. On
getting the final order from the Income-tax authority the net
additional income of shown in the "Reserves & Surplus" and taxes with
interest paid on net additional income will be adjusted in the profit
and loss account of the company.
Secretarial Auditor & their report
Pursuant to the provisions of section 204 of the Act and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Anand S. Lavingia, Practicing Company
Secretary to carry out the Secretarial Audit for the financial year
ended on March 31, 2015. Secretarial Audit Report is attached to this
report as Annexure-"C".
The Secretarial Auditors' Report for the financial year ended on March
31, 2015 is self- explanatory and do not call for further explanations
or comments that may be treated as adequate compliances of various act,
rules, regulations, guidelines etc. as applicable to the Company except
that the report contain some observation by the Auditor that Company
has not filled certain resolutions with the registrar.Your Directors
state that in terms of MCA Notification No. G.S.R. 206(E) dated March
18, 2015, the Company is not required to file that resolutions with the
registrar.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of section 134(3) (c) of the Act, your Directors state that:
I. in the preparation of the annual financial statements for the year
ended on March 31, 2015, applicable accounting standards read with
requirements set out under schedule III of the Act, have been followed
along with proper explanation relating to material departures, if any,
II. such accounting policies have been selected and applied
consistently and judgments and estimates made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company as at March 31, 2015 and of the profit of the company for
the year ended on that date,
III. proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for prevention and
detection of fraud and other irregularities,
IV. the annual financial statements are prepared on a going concern
basis,
V. proper internal financial controls are in place and that the
financial controls are adequate and are operating effectively and
VI. the systems to ensure compliance with the provisions of all
applicable laws are in place and are adequate and operating
effectively.
GENERAL DISCLOSURE
Your Directors state that the Company has made disclosures in this
report for the items prescribed in section 134(3) of the Act and Rule 8
of The Companies (Accounts) Rules, 2014 to the extent the transactions
took place on those items during the year.
Your Directors further state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and ESOS.
4. Details of Subsidiary, Associates and Joint Venture Company.
5. Details of Contracts and arrangement with the related parties.
6. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation for
significant contributions made by the employees at all levels through
their dedication, hard work and commitment, enabling the Company to
achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the
valuable co-operation and support extended by the banks, government,
business associates and the shareholders for their continued confidence
reposed in the Company and look forward to having the same support in
all future endeavors.
Registered Office By Order of the Board
19/20/21 For, Amrapali Industries Limited
Third Floor, Narayan Chambers,
B/h Patang Hotel,
Ashram Road,
Ahmedabad -380 009 Yashwant Thakkar Rashmikant Thakkar
Managing Director Director
Place:Ahmedabad DIN: 00071126 DIN: 00071144
Date: August 28, 2015
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