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अम्रावर्ल्ड एग्रिको निदेशकों की रिपोर्ट, अम्रावर्ल्ड एग्रिको निर्देशकों द्वारा रिपोर्ट

अम्रावर्ल्ड एग्रिको

बीएसई: 531991  |  NSE: N.A  |  ISIN: INE735C01027  |  Trading

खोजें अम्रावर्ल्ड एग्रिको कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
Dear Members,
 
 The Directors here by present the 23rd Annual Report on business and
 operations of the Company together with the Audited statements of
 Accounts for the financial year ended on 31st March 2015.
 
 FINANCIAL RESULTS:
 
                                                      [Amount in Rupees]
 
 Particulars                            Financial Year     Financial Year
                                         2014-15              2013-14
 
 Other Income                               1659                411980
 
 Total Expenses                           700088                534592
 
 Profit (Loss) before Tax and
 Extra Ordinary Items                    (698429)             (122612)
 
 Provision for Taxation                     Nil                   Nil
 
 Net Profit (Loss) after Tax &
 adjustments                             (698429)              (122612)
 
 Balance carried forward to
 Balance Sheet                           (698429)              (122612)
 
 OPERATIONS REVIEW:
 
 During the year under review due to financial crisis company has not
 carried out any business activities and faces huge set back So company
 not in position to generate any revenue from the operation except
 others income Rs. 1659/- but due to some fixed cost company posted Net
 Loss of Rs. 698429/-.
 
 BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF THE
 COMPANY''S AFFAIR:
 
 The Company does not have any significant business activity and not
 carried out any business during the year under review.
 
 DIVIDEND:
 
 Your Directors place on record their deep sense of concern that due to
 carry forward losses, your Directors are unable to declare any dividend
 to its shareholders.
 
 TRANSFER TO RESERVES:
 
 The Company has not transferred any amount to Reserves for the period
 under review.
 
 SHARE CAPITAL:
 
 The issued, subscribed and paid up capital of the Company is Rs
 120300000 divided into 120300000 equity shares of Rs 1/- each. There
 has been no change in the share capital of the Company during the year.
 
 SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
 
 The Company does not have any subsidiary, associate companies & joint
 ventures.
 
 FIXED DEPOSIT:
 
 Your Company has not accepted any deposits within the meaning of
 Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
 Deposits) Rules, 2014.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
 
 The Company has not given any loans or guarantees covered under the
 provisions of section 186 of the Companies Act, 2013.
 
 RELATED PARTY TRANSACTIONS:
 
 All related party transactions that were entered into during the
 financial year were on arm''s length basis and were in the ordinary
 course of the business. There are no materially significant related
 party transactions made by the company with Promoters, Key Managerial
 Personnel or other designated persons which may have potential conflict
 with interest of the company at large.
 
 MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
 POSITION OF THE COMPANY:
 
 No material changes and commitments affecting the financial position of
 the company have occurred between the end of financial year to which
 the financial statements relate and the date of the Directors'' Report.
 
 SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
 IMPACTING GOING CONCERN AND COMPANY''S OPERATIONS:
 
 To the best of our knowledge, the company has not received any such
 orders passed by the regulators, courts or tribunals during the year,
 which may impact the going concern status or company''s operations in
 future.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL:
 
 The Board of Directors had appointed MR. KETANBHAI SORATHIYA
 (DIN-01403554) as an Additional Director in the category of
 Non-Executive Director with effect from 28.08.2015 and appointed as an
 Independent Director of the company and to hold office for five
 consecutive years.
 
 In accordance with the provisions of the Companies Act, 2013, Mr. ANIL
 MISTRY retires by rotation at the ensuing AGM and being eligible offers
 himself for reappointment.
 
 As per the provisions of Section 149(1) of the Companies Act, 2013 and
 revised clause 49 of the listing agreement, the Company is required to
 have at least one Women Director on its Board. Accordingly, Ms.
 DINABEN GANATRA DIN- 07265796 was appointed as women director on
 24.08.2015 and the same was resigned as on 28.08.2015.
 
 MR. MAYURBHAI PATEL (DIN: 05280309) was resigned as a Director of the
 Company with effect from 24.08.2015.
 
 Since the Company does not have any significant business activities,
 hence the Volume and Scope of work for the Company Secretary and Chief
 Financial Officer are less and it is not a full time work and the job
 of Company Secretary and Chief Financial Officer are not attractive
 commensurate with the scope of work and salary.
 
 DECLARATION BY INDEPENDENT DIRECTORS:
 
 The Company has received necessary declaration from each Independent
 Director under Section 149 (7) of the Companies Act, 2013, that they
 meet the criteria of independence laid down in Section 149(6) of the
 Companies Act, 2013.
 
 MEETINGS:
 
 Minimum four pre-scheduled Board meetings are held annually. In case of
 business exigencies or urgency of matters, resolutions are passed by
 circulation. During the year six Board Meetings and four Audit
 Committee Meetings were convened and held, the details of which are
 given in the Corporate Governance Report. The intervening gap between
 the Meetings was within the period prescribed under the Companies Act,
 2013 and Listing Agreement.
 
 AUDIT COMMITTEE:
 
 The terms of reference of the Audit Committee are in consonance with
 the provisions of Section 177 of the Companies Act, 2013 and of the
 Listing Agreement and have been furnished in the Corporate Governance
 Report forming a part of this Annual Report.
 
 NOMINATION AND REMUNERATION COMMITTEE:
 
 Nomination and Remuneration Committee has been constituted as per the
 provisions of Section 178(1) of the Companies Act, 2013 on 25.05.2015
 and have been furnished in the Corporate Governance Report forming a
 part of this Annual Report.
 
 STAKEHOLDERS'' RELATIONSHIP COMMITTEE:
 
 The Board of Directors of the Company has re-named Share Holders
 Grievance/ Share Transfer Committee as ''Stakeholders Relationship
 Committee'' in order to align it with the provisions of Section 178 of
 the Companies Act, 2013 and have been furnished in the Corporate
 Governance Report forming a part of this Annual Report.
 
 BOARD EVALUATION:
 
 Pursuant to the provisions of the Schedule IV, clause VIII of the
 Companies Act, 2013 the Board has carried out an evaluation of its own
 performance, the directors individually as well as the evaluation of
 the working of its Audit, Appointment & Remuneration Committees. The
 performance evaluations of Independent Directors were also carried out
 and the same was noted. Independent Directors in their meeting decided
 to bring more transparency in their performance and bring more
 responsibility while taking any policy decisions for the benefit of the
 shareholders in general.
 
 REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/
 EMPLOYEES:
 
 No Directors/ Key Managerial Personnel are drawing any remuneration.
 Hence, the information required pursuant to Section 197 read with Rule
 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014
 in respect of ratio of remuneration of each director to the median
 remuneration of the employees of the Company for the Financial year is
 not given.
 
 AUDITORS AND AUDITORS'' REPORT:
 
 M/S. BIPIN & CO., CHARTERED ACCOUNTANTS, VADODARA (FRN 101509W), in
 respect of whom the company has received a Special Notice under section
 140(4) of the Act, proposing their appointment in the place of retiring
 auditors M/s. Y. D. & Co., Chartered Accountants, Ludhiana, (FRN
 018846N) and hold office until the conclusion of the ensuing Annual
 General Meeting and are eligible for reappointment. The observations
 made by the Auditors'' in their Auditors'' Report and the Notes on
 Accounts referred to in the Auditors'' Report are self- explanatory and
 do not call for any further comments.
 
 SECRETARIAL AUDIT AND SECRETARIAL AUDITORS'' REPORT:
 
 Pursuant to provisions of section 204 of the Companies Act, 2013 and
 The Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014 the Company has appointed Ms. SHUBHAM AGARAWAL, Company
 Secretaries in practice to undertake the Secretarial Audit of the
 Company. The Secretarial Audit report in the prescribed Form No MR-3 is
 annexed herewith.
 
 QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE
 BOARD:
 
 Qualifications made by Secretarial Auditor
 
 a) Acknowledgement for sending the notices of the Meeting of the Board
 and Committees are not maintained by the company.
 
 b) Updating of website with regard to various policies is pending
 
 c) The company has not complied with certain clauses of Listing
 Agreement as regards publication of Notice of Board Meeting, Notice of
 AGM, quarterly results.
 
 d) As per the provisions of Section 149(1) of the Companies Act, 2013
 and revised clause 49 of the listing agreement, the Company is required
 to have at least one Women Director on its Board. The Company has not
 appointed Women Director.
 
 e) As per section 138 of the Companies Act, 2013, the Company is
 required to appoint Internal Auditor. The Company has not appointed
 Internal Auditor.
 
 f) As per section 203(1)(i),(ii) & (iii), the Company is required to
 appoint Company Secretary & Chief Financial Officer. The Company has not
 appointed Company Secretary & Chief Financial Officer.
 
 g) The company has not maintained the attendance register for Board and
 committee meeting
 
 h) Statutory Registrar as per companies Act 2013 is yet to be updated.
 
 i) Certain event based E Forms have not been filed by the company in
 time which were required to be filed with ROC during the audit period.
 
 Explanations by the Board
 
 The notice and agenda for the Board and committee meeting are sent by
 the email or hand delivery. The company will ensure to maintain to the
 acknowledgements for sending the notice of the meeting of the board and
 the committee.
 
 The company will take necessary steps to update website with regard to
 various policies which are pending.
 
 The company will take necessary steps to comply with the same.
 
 The Company is in process for appointing of Women Director once
 suitable and if any willing candidate agrees to join the Company.
 
 The size of operation of the Company is very small, it is not viable to
 appoint Internal Auditor but the Company has established the internal
 control system.
 
 Since the Company does not have any significant business activities,
 hence the Volume and Scope of work for the Company Secretary and Chief
 Financial Officer are less and it is not a full time work and the job
 of Company Secretary and Chief Financial Officer are not attractive
 commensurate with the scope of work and salary.
 
 The company will take necessary steps to maintain the attendance
 register for board and committee meetings.
 
 The company will take necessary steps to update Statutory Register as
 per companies Act 2013.
 
 The company will ensure to file all relevant documents in time with ROC
 and other authorities as when required.
 
 COST AUDITOR AND COST AUDIT REPORT:
 
 Cost Audit is not applicable to your Company.
 
 INTERNAL CONTROL SYSTEMS:
 
 As there is no significant business activities hence there was no
 systems set up for Internal Controls.
 
 EXTRACT OF ANNUAL RETURN:
 
 An extract of Annual Return as prescribed under Section 92(3) of the
 Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies
 (Management and Administration) Rules, 2014, in the prescribed Form No.
 MGT 9 forming part of this report is annexed herewith.
 
 MANAGEMENT DISCUSSION AND ANALYSIS:
 
 Management Discussion and Analysis forms part of the Annual Report to
 the shareholders and it includes discussion on matters as required
 under the provisions of Clause 49 of the listing agreement forming part
 of this report is annexed herewith.
 
 CORPORATE GOVERNANCE REPORT:
 
 Your Company has complied with the requirements of Clause 49 of the
 Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the
 Listing Agreement with the Stock Exchanges, Report on Corporate
 Governance along with the Auditors'' Certificate on its compliance is
 annexed separately to this Annual Report.
 
 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
 
 The Company has not developed and implemented any Corporate Social
 Responsibility initiative under the provisions of Section 135 of the
 Companies Act, 2013, read with Rule 9 of Companies (Corporate Social
 Responsibility Policy) Rules, 2014, as the said provisions are not
 applicable.
 
 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 Rule, 8 of The Companies (Accounts) Rules, 2014, are not
 applicable to Company, as our Company has not carried out in the
 manufacturing activities. The foreign exchange earning on account of
 the operation of the Company during the year was Rs. Nil.
 
 PARTICULARS OF EMPLOYEES:
 
 In terms of the provisions of Section 197(12) of the Act read with
 Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014, is not required to be given as there
 were no employees coming within the purview of this section.
 
 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
 
 Since there are no women employees in the Company hence no comments
 
 DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
 DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)
 RULES, 2014:
 
 Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of
 Companies (Appointment & Remuneration) Rules, 2014 every Listed Company
 mandates to disclose in the Board''s Report the ratio of the
 remuneration of each director to the permanent employee''s remuneration.
 However, since there is no permanent employee in the Company, no
 disclosure under the said provision has been furnished.
 
 BUSINESS RISK MANAGEMENT:
 
 Since the Company does not have any significant business activities,
 hence the Business Risk is at the Minimal Level. Hence, no major risk
 factors are envisaged except for:
 
 a. Government Policies
 
 b. Human Resource Risk
 
 VIGIL MECHANISM
 
 As the Company does not have any significant business activity, there
 was no need to have a Vigil Mechanism Policy.
 
 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 have been followed along with proper explanation by way of
 notes to accounts relating to material departures;
 
 b) the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that were 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 or
 loss of the Company for that period;
 
 c) the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 2013 for safeguarding the assets of
 the company and for preventing and detecting fraud and other
 irregularities;
 
 e) Directors have prepared the accounts on a going concern basis.
 
 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:
 
 Your Directors would like to express their sincere appreciation for the
 assistance and co-operation received from the Banks, Government
 Authorities, Customers, and Shareholders during the year. Your
 directors also wish to take on record their deep sense of appreciation
 for the committed services of the employees at all levels, which has
 made our Company successful in the business.
 
                                        For and on Behalf of the Board
                                         For, AMRAWORLD AGRICO LIMITED
 
 PLACE: AHMEDABAD
 DATE: 31.08.2015                                   Sd/-
 
                                               (ANIL MISTRY)
                                               CHAIRMAN
 
 
स्रोत: रेलीगरे टेचनोवा

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