| Dear Members,
The Directors have great pleasure in presenting the 12th Annual Report
together with the Audited Accounts of the Company for the year ended at
31st March, 2015.
FINANCIAL RESULTS
The summarized performance of the Company for the years 2013-14 and
2012-13 is given below:
(Amount in Rupees)
For Financial Year Ended
Particulars
31 st March, 2015 31 st March, 2014
Total Income 85,056,539 32,108,834
Total Expenditure 84,227,242 31,481,126
Profit before Tax 829,297 627,708
Less: Tax Expense 237,413 201,290
Profit / (Loss) After Tax 591,884 426,419
FINANCIAL PERFORMANCE
During the year under review, the Company"s income is Rs. 85,056,539 as
against income of Rs.32, 108,834 in 2013-14. The net profit after tax
during the year has been Rs 591,884 as against the net profit of
Rs.426, 419 in the previous year.
RESERVE AND SURPLUS
The Reserves and Surplus is Rs. 12.093 Lacs as on the end of the
Current year and the Profit of the Current year Rs. 5.92 Lacs has been
transferred to Reserve and Surplus.
DIVIDEND
To plough back the profits in to the business activities, no dividend
is recommended for the Financial year 2014-15.
INITIAL PUBLIC OFFER AND CHANGE IN SHARE CAPITAL
During the Year 2014-15, the Company has on 01.01.2015 Allotted 325000
equity shares pursuant to the Initial Public Offer made by the Company
and consequently upon, the share of the Company got listed on BSE
Limited w.e.f. 6th January, 2015 vide trading notice no 20150105-12
dated January 05, 2015 issued by the Stock Exchange.
UTILIZATION OF INITIAL PUBLIC OFFER PROCEEDS
Particulars Proposed Objects Utilized as on 31.3.2015
To part-finance incremental
working capital requirements 220.00 200.00
General Corporate Expenses 55.00 55.00
Issue Expenses 50.00 25.25
Unutilized Amount NA 44.75
TOTAL 325.00 325.00
CHANGE IN THE NATURE OF BUSINESS
During the year, the Company has not changed its nature of business.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 42 of the Listing Agreements with Stock
Exchanges, the Management Discussion and Analysis Report is presented
in the separate section and forms an integral part of the Directors
Report and attached as annexure.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect
the financial position of the Company occurred between the end of the
financial year of the Company and date of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company maintains appropriate systems of internal control,
including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company
policies, guidelines and procedures provide for adequate checks and
balances and are meant to ensure that all transactions are authorized,
recorded and reported correctly.
RISK MANAGEMENT POLICY
The Company has devised and implemented a mechanism for risk management
and has developed a Risk Management Policy. The Policy provides
identifying internal and external risks and implementing risk
mitigation steps.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS
SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2015, provision
of section 129 of the Companies Act, 2013 is not applicable.
DEPOSITS
The Company has not accepted deposit from the public falling within the
ambit of Section 73 of the Companies Act, 2013 and The Companies
(Acceptance of Deposits) Rules, 2014. 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 the profitability of the company.
FAMILIARIZATION PROGRAMME
The Company at its various meetings held during the Financial year 2014
-15 had familiarize the Independent Directors with regard to the roles,
rights, responsibilities in the Company, nature of the industry in
which the Company operates, the Business models of the Company etc. The
Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize then with the Company's
policies, procedures and practices.
Periodic presentations are made to the Board and Board Committee
meeting on Business and performance updates of the Company, Business
strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial
pronouncements and encompassing important amendments are briefed to the
Directors.
STATUTORY AUDITORS
In Terms of the provisions of Section 139 of the Companies Act,2013 ,
M/s. RAVI BHUSHAN & Co., Chartered Accountants, (Firm Registration No.
020618N), Statutory Auditors of the Company, which has been appointed
through Postal Ballot dated 06th May,2015.
The Board has recommended appointment of M/s. RAVI BHUSHAN & Co.,
Chartered Accountants, (Firm Registration No. 020618N),by the
shareholders in the forthcoming Annual General Meeting as required under
Section 139 of the Companies Act, 2013, to the effect that their
appointment if made, will be within the limits as prescribed under the
provisions thereof. Your Directors recommend their appointment as the
Statutory Auditors of the Company.
AUDITORS' REPORT
The Notes on Financial Statements referred to in the Auditors" Report
are self-explanatory and therefore, in the opinion of the Directors, do
not call for further comments.
CHANGE OF REGISTERED OFFICE
During the year under Review, the Company changed its registered office
to Flat No. 116, First Floor, Hemkunt Chamber, 89, Nehru Place, New
Delhi-110019 w.e.f 22nd July 2014.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form no. 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 Companies Act, 2013 read with Rule 8(3) of The Companies
(Accounts) Rules, 2014 in respect of Conservation of Energy and
Technology Absorption have not been furnished considering the nature of
activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year
under review.
CHANGE IN REGISTRAR AND SHARE TRANSFER AGENT
The Registrar & share Transfer Agent of the Company has been changed
from MAS SERVICES LIMITED to BEETAL FINANCIAL AND COMPUTERS SERVICES
PRIVATE LIMITED w.e.f. 31.08.2014.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply
with the provisions related to Corporate Social Responsibility on the
basis of its financial statement.
a) Changes in Directors and Key Managerial Personnel
During the year under review, Mr. Amit Kumar Gupta & Ms. Radhika
Thapliyal appointed as an Independent Director w.e.f. 23.07.2014.
Appointment of Mr. Sumit Sharma as Company Secretary w.e.f. 21.07.2014
and resignation w.e.f. 30.09.2014.
Appointment of Mr. Sachin Verma as Company Secretary w.e.f. 01.10.2014
and resignation w.e.f.28.02.2015.
b) Declaration by an Independent Director(s) and re- appointment, if
any
All Independent Directors have given declaration that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, and Listing Agreement.
c) Formal Annual Evaluation of Board
Pursuant to the provisions of companies Act, 2013, the Board has
carried out annual performance evaluation of its own performance, the
directors individually as well the evaluation of the working of its
Audit, Nomination & Remuneration and Stakeholder committee.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
a. BOARD MEETINGS
During the year Twenty (20) Board Meetings were convened and held on
05.04.2014, 08.06.2014, 19.06.2014, 16.07.2014, 17.07.2014, 21.07.2014,
23.07.2014, 24.07.2014, 28.07.2014, 31.08.2014, 17.09.2014, 30.09.2014,
01.10.2014, 20.11.2014, 08.12.2014, 01.01.2015, 28.02.2015, 22.03.2015,
23.03.2015, 30.03.2015.
COMPOSITION AND MEETINGS OF AUDIT COMMITTEE
Our Company has constituted an audit committee ("Audit Committee"), as
per the provisions of Section 177 of the Companies Act, 2013 and Clause
52 of the Listing Agreement to be entered with Stock Exchange, vide
resolution passed in the meeting of the Board of Directors held on 31st
March, 2014.
The terms of reference of Audit Committee complies with the
requirements of Clause 52 of the Listing Agreement, proposed to be
entered into with the Stock Exchange in due course. The committee
presently comprises following three (3) directors. Mr. Amit Kumar Gupta
is the Chairman of the Audit Committee.
Name of Member Designation Category
Mr. Amit Kumar Gupta Chairman Independent Director
Ms. Radhika Thapliyal Member Independent Director
Mr. Vishal Yadav Chairman Non-Independent Non
Executive Director
COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE
Our Company has constituted a Stakeholders relationship Committee to
redress the complaints of the shareholders. The Stakeholders
relationship Committee was constituted vide resolution passed at the
meeting of the Board of Directors held on 31st March, 2014. The
committee currently comprises of three (3) Directors. Ms. Radhika
Thapliyal is the Chairman of the Stakeholders relationship Committee
/Investors Grievance committee.
Name of Member Designation Category
Ms. Radhika Thapliyal Chairman Independent Director
Mr. Amit Kumar Gupta Member Independent Director
Mr. Vinay Kumar Member Non-Independent Non
Executive Director
NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee
to align with the requirements prescribed under the provisions of the
Companies Act, 2013 vide resolution passed at the meeting of the Board
of Directors held on 31st March, 2014. The committee currently
comprises of three (3) Directors. Ms. Radhika Thapliyal is the Chairman
of the remuneration committee.
The details of the Composition of the Nomination and Remuneration
Committee are given below:
Name of Member Designation Category
Ms. Radhika Thapliyal Chairman Independent Director
Mr. Amit Kumar Gupta Member Independent Director
Mr. Vinay Kumar Member Non-Independent Non
Executive Director
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 of Board and its Powers) Rules, 2014, Company is
required to establish a Vigil Mechanism for its Directors and
employees. In order to ensure that the activities of the Company and
its employees are conducted in a fair and transparent manner by
adoption of highest standards of professionalism, honesty, integrity
and ethical behavior the company has adopted a vigil mechanism policy.
This policy is explained in corporate governance report and also posted
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 covered under 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 may have a potential conflict with the interest of the
Company at large. The details of transactions with the Company and
related parties are given for information under notes to Accounts.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at workplace; the
provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 are effective in the Company.
Under the said Act every company is required to set up an Internal
Complaints Committee to look into complaints relating to sexual
harassment at workplace of any women employee. The Company has in place
an Anti Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Woman at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All women employees (permanent, contractual,
temporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and
disposed off during 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 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 The Board has on the recommendation
of the Nomination & Remuneration Committee framed a Policy for
Selection and appointment of Directors, Senior management and their
Remuneration. The Remuneration 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 The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Ms. Preeti Sharma,
Proprietor of M/s Preeti Sharma, Company Secretaries to undertake the
Secretarial audit of the Company. The Secretarial Auditor Report
provided By the Secretarial Auditor in Form No. MR-3 has been enclosed
as Annexure.
With reference to the qualifications, we wish to explain that the
Company is searching the best person for the post of Company Secretary
and Chief Financial Officer and effective steps have been taken to file
the necessary form in the records of Registrar of Companies, NCT of
Delhi & Haryana..
CORPORATE GOVERNANCE CERTIFICATE
As per Clause 42 of SME Listing Agreement for Listed Companies on BSE.
A Certificate from Statutory Auditors of the Company on the compliance
with Corporate Governance requirements by your Company is attached to
the Report on Corporate Governance.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
No significant and material orders have been passed by the regulators
or courts or tribunals, 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 Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
given herein below:
The information required pursuant to Section 197(12) read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Employees of the Company, will be
provided on request. In terms of Section 136 of the Act, the reports
and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule
5(2) of the said rule which is available for inspection by the Members
at the Registered Office of the Company during the business hours on
working days of the Company upto the date of ensuing Annual General
Meeting. If any Member is interest in inspecting the same, such Member
may write to the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF
THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
Sr. Name of Director/KMP and Remuneration of % increase in
No. Designation Director/KMP for Remuneration
FY2014-15 (Rs. in FY2014-15
In Lakhs) **
1. Mr. Vinay Kumar, Whole Time 2.40 N.A.
Director
2. Mr. Sumit Sharma, and Mr. Sachin 1.40 NA
Verma, CS
Sr. Name of Director/KMP and Ratio of
No. Designation Remuneration of
Director to Median
Remuneration of
employees
1. Mr. Vinay Kumar, Whole Time N.A.
Director
2. Mr. Sumit Sharma, and Mr. Sachin N.A.
Verma, CS
During the year under review, Mr. Sumit Sharma and Mr. Sachin Verma
resigned from the post of Company Secretary w.e.f 30th September, 2014
and 28th Feb, 2015 respectively.
The number of permanent employees as on 31st March 2015 was 3.
Average of remuneration of employees excluding KMPs - Nil
No employee's remuneration for the year 2014-15 exceeded the
remuneration of any of the Directors.
Company's performance has been provided in the Directors' Report which
forms part of the Board Report.
The key parameter for the variable component of key managerial
personnel(s) is linked with Company performance and Individual
performance.
The remuneration of Directors, KMPs and other employees is in
accordance with the Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH
SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED
MARCH 31,2015 -NOT APPLICABLE
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause c of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that -
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The 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 financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with
the provisions of 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,
shareholders, suppliers, bankers, Central and State Government for
their consistent support to the Company. The Board also wishes to place
on record their appreciation for the hard work, dedication and
commitment of the employees at all levels. The enthusiasm and
unstinting efforts 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 to come.
Date: 28th August, 2015
Place: New Delhi
By Order of the Board
For Amsons Apparels Limited
Sd- Sd-
Amit Kumar Gupta Vinay Kumar
Director Director
DIN:06929401 DIN:06617479
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