DIRECTORS' RETORT Dear Shareholders, Your Directors are pleased to present the 27thAnnual Report with the Audited Accounts of the Company for the year ended March 31, 2015. 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. <http://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 withsalary 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. By Order of the Board For, Amrapali Industries Limited Yashwant Thakkar Managing Director DIN: 00071126 Rashmikant Thakkar Director DIN: 00071144 Place:Ahmedabad Date: August 28, 2015 Registered Office 19/20/21 Third Floor, Narayan Chambers, B/h Patang Hotel, Ashram Road, Ahmedabad -380 009 |