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Directors Report of Ahimsa Industries Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

FINANCIAL SUMMARY

(Amount in Lacs)

Particulars 2014-2015 2013-2014

Total Revenue 3276.66 2176.80

Profit /(Loss) Before Tax (75.74) 6.81

Less: Tax Expenses

Current Tax 0.00 1.30

Deferred Tax (5.79) 0.00

Profit/(Loss) After Taxation (81.53) 17.08 Less: Tax paid for earlier years 0.00 0.00

Profit After Tax (81.53) 17.08

Balance carried to Balance Sheet (81.53) 17.08

FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for the year 2014-15 and period subsequent there to have been given hereunder:

- This year, the turnover of the company has increased by 50% but due to increase expenses of finance cost, Gratuity & non cash expense of depreciation, Company has made loss of Rs. 81,53,156.00

DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

DEPOSITS

The Company has neither accepted/invited any deposits u/s 73 of the Companies Act, 2013 during the period, nor there any outstanding deposit of earlier years within the meaning of Section 58A of the Companies Act, 1956.

RESERVES

Your Directors do not recommend any amount to be transferred to any Reserves in view of loss of Rs. 81, 53,156.00/- for the current year to the Balance Sheet during the financial year ended March 31, 2015.

CAPITAL STRUCTURE

There is a change in the authorised and paid up share capital of the company during the year as given below:

The Authorised Share Capital of the Company is increased from Rs. 2,00,00,000/- (Rupees Two crore only) divided into 20,00,000 (Twenty lacs) equity shares of Rs. 10/- each to Rs 7,50,00,000/- (Rupees Seven crore Fifty lacs only) divided into 75,00,000 (Seventy Five lacs) equity shares of Rs. 10/- each

The Paid up share capital of the Company is increased inform Rs. 63,20,900/- (Rupees Sixty- Three lacs Twenty thousand Nine hundred only) divided into 6,32,090 (Six lacs Thirty Two thousand Ninety) equity shares of Rs. 10/- each to Rs 3,95,59,900/- (Rupees Three crore Ninety Five lacs Fifty Nine thousand Nine hundred only) divided into 39,55,990 (Thirty Nine lacs Fifty Five thousand Nine hundred and Ninety) equity shares of Rs. 10/- each.

The Company has issued 163450 Equity Shares of face value of Rs. 10/- each at price of Rs. 78 per share including premium of Rs. 68 per share under section 62 of the Companies Act, 2013.

The Company has issued 3160450 Bonus Equity Shares of Rs. 10/-each at ratio of 5:1 to the existing Shareholders and a total out go from the reserves being Rs. 17164580 and from die Share Premium Account Rs. 14439920 during the year under review.

INDUSTRY SCENARIO AND STATE OF COMPANY'S AFFAIRS

The Company is engaged into the business of manufacturing of plastics products and trading of all types goods in India and also in other various countries outside India.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during die year.

MATERIAL CHANGES AND COMMITMENTS 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 are material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report as given below:

- The Company was converted from Private Limited to Public Limited vide its Fresh Certificate of Incorporation dated 25th May, 2015.

- The Company has appointed one Independent & Non-Executive Director. There is also change in designation of one director from Non-Executive Director to Independent & Non-Executive Director which is required to be appointed under the provisions of the Companies Act, 2013.

- The Company has convened Extra Ordinary General Meeting on 27111 April 2015 and passed Special Resolution for approval of Initial Public Offer which shah not exceed Rs 10 crore.

- The Company has appointed Chief Executive Officer which is required to be appointed under the provisions of the Companies Act. 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY TIIE REGULATORS OR COURTS OR TRIBL NALS IMPACTING THE GOING CONCERN STATUS ANP COMPANY'S OPERATION IN FUTURE

No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company,

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. CHANGES IN DIRECTORS

There is an appointment of following Directors and Key Managerial Personnel during I he financial year in the composition of the Board of Directors of the company as given below:

Sr Name of the Key Managerial Personnel Designation No

1. Ashutosh Damubhai Gandhi Managing Director (Change in Designation)

2. Sneha Ashutosh Gandhi Whole-time Director (Change in.Designation]

3. Ashish Navnitlal Shsh Non Executive Director

4. Jignesh Anubhai Shah Non Executive Director

5. Gajara Jagirambhai Joshi Company Secretary

6. Shrenikbhai Madhukarbhai Khatwala Chief Financial Officer

2. DECLARATION BY THE 1NDEPEDNENT DIRECTORS

The Company was Private Limited Company as on 315E March, 2015, hence it was not required to appoint Independent Director on the Board of the Company.

3. CHANGES IN KEY MANAGERIAL PERSONNEL

The Company has appointed following Key Managerial Personnel during the Financial Year:

Sr Name of the Key Managerial Personnel Designation No

1. Ashutosh Damubhai Gandhi Managing Director

(Change in Dgsignation)

2. Sneha Ashutosh Gandhi Whote-ttme Director {Change in Designation)

3. Gajara Jagirambhai Joshi Company Secretary

4. Shrenikbhai Madhukarbhai Khatwala Chief Financial Officer

Following person was appointed as Chief Executive Officer in the Company after 31st March.2015:

Sr Name of the Key Managerial Personnel Designation No

1. Sanjay Bhoiashanker Agrawaj Chief Executive Officer

4, RETIREMENT BY ROTATION

In accordance with the provisions of the Companies Act, 2613 and Articles of Association of the Company. Ashutosh Damubhai Gandhi (DIN: 00654563) retires by rotation and is eligible for re-appointment,

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 14 times during the year on 29/07/2014. 02/09/2014, 05/09/2014, 29/09/2014, 15/10/2014, 20/11/2014. 06/12/2014, 10/12/2014, 18/12/20 R 01/01/2015, 16/01/2015, 03/02/2015, 13/03/2015 and 31/03/2015 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

The Company was a Private Company as on 3TL March, 2015, hence, provisions of Section 177 of the Companies Act, 2013 were not applicable.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 21114:

None of the employee of your company, who was employed throughout the financial year, was in receipt of remuneration in aggregate exceeding the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

At the end of the Financial year under review none of the company have become or ceased to be subsidiaries, joint ventures or associate companies.

DEPOSITS

The Company has not accepted any deposits under the applicable provisions of the Companies Act, 2013 and the rules framed there under.

AUDITORS

The Company in its Annual General Meeting (AGM) held on 30/09/2014 appointed M/s KH TR1VEDI & CO (Firm Registration No 111054W), Chartered Accountants, as Statutory Auditors oT the Company to hold office for the period of 5 consecutive years from the conclusion of that AGM until the conclusion of the sixth consecutive AGM However, their terms of appointment and remuneration shall be ratified by the members of the Company in the ensuing AGM.

AUDITORS1 REPORT

There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in Iheir report.

SECRETARIAL AUDIT REPORT

The requirement of obtaining a Secretarial Audit Report from the practicing company secretary is not applicable to the Company.

VTGIL MECHANISM

Since the Company was Private Company as on 31st March, 2015, the provisions regarding vigil mechanism as provided in Section 177(9) of the Companies Act, 2013 read with rules framed there under were not applicable on the Company,

RISK MANA GEMENT POLICY

The Company was a Private Limited Company as on 31s1 March, 2015; hence it is not covered under the purview for constituting Risk management committee under the provisions of lis ling agreement. The Company has developed and implemented Risk Management Policy for identification of element of risk which may threaten the existence of the Company and also developed tool to overcome such elements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UN PER SECTION 1S6 OF Til F COMPANIES ACT. 2013

The particulars of Loans, guarantees or investments made under Section 186 arc furnished hereunder:

Details of Loans:

SL Date of Details Amou- Purpose for Time Date Date No making of nt which the period of BR ofSR loan Borrower loan is to be for (if utilized by which reqd)

the recipient it is given

NA

Rate Secur of -ity Intere -st

Details of Investmcnts:-

SL Date of Details Amount Purpose for which Date of Date of Expe- eted No investm of the proceeds from BR SR(if rate of -ent investee invest- ment is reqd) return proposed to be utilized by the recipient NA

Details of Guarantee / Security Provided:

SL Date of Details Amount Purpose for Date of Date of Commi- ssion No provid- ing of which the BR SR (if secu- rity/ guaran reci- pient secu- any> rity/ guarant ee is pro- posed to be uti- lized by the reci- pient

NA

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

FORM NO. AOC -2 ATTACHED SEPARATELY

INTERNAL CONTROL SYSTEMS

The Company's interna] control systems are adequate and commensurate with the nature and size of the Company and it ensures;

- Timely and accurate financial reporting in accordance with applicable accounting standards.

- Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

- Compliance with applicable laws, regulations and management policies.

HUMAN RESOURCES AND IMDUSTRIAL RELATIONS

The Company is pleased to report that during the year under reporting, the industrial relations were cordial.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, and technology absorption are furnished hereunder,

Total energy consumption and energy consumption per unit of production

Particular Unit 2014-15 2013-14

Power and Fuel Consumption

Electricity

Purchase

Unit KWH 1875335 1773783

Total Amount Rs. 12904240 10355496

Rate/Uni 6.88 5.84

(A) Conservation of energy-

(i) the steps taken or impact on conservation of energy; - NA

(ii) the steps taken by the company for utilising alternate sources of energy: - NA

(iii) the capital investment on energy conservation equipments; - NA

(B) Technology absorption-

(i) the efforts made towards technology absorption; - NA

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: - NA

(iii) in case of imported technology f imported during the last three years reckoned from die beginning of the financial year) - NA

(a) the details of technology imported: - NA

(b) the year of import; - NA

(c) whedier die technology been fully absorbed: - NA

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: -NA

(iv) the expenditure incurred on Research and Development. - NA

FOREIGN EXCHANGE EARNINGS & OUTGO

The information required to be given In respect of foreign exchanges and outgo is provided in the notes forming part of accounts. Members are requested to refer the same.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to die requirements of Section 134(5) of die Companies Act, 1956, it is hereby confirmed:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) thai 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 viewr of the state of affairs of the Company at die end of the financial year and the profit or loss of the Company for the period ended 31.03.2015;

c) dial the Directors had taken proper and sufficient care for die 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;

d) that the Directors had prepared the annual accounts on a going concern basis and

e) that 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.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL1 ACT, 2013

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act. 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies lor safe and secure environment for women employee.

EXTRACT OF ANNUAL RETURN

The extract of the annual return in Form MGT-9 is annexed as ANNEXURE - I and forms part of this report,

ACKNOWLEDGEMENT

Your Directors' wishes 10 place on record its sincere thanks to all the Customers. Suppliers. Bankers and Central and State Government Aulhorities for extending support to your Company. The Board also places on record its sincere appreciation of the contribution made by all the stakeholders for placing their faith and trust on the Board. By Order nf the Board of Directors

For, AHTMSA INDUSTRIES LIMITED

Place: Ahmedabad

Date: 15 th July 2015 Name : Ashutosh DamuUiai Gandhi

Designation : Managing Director

DIN ; 00654563



Name : Sneha Ashutosh Gandhi

Designation : Whole-time Director

DIN : 00654675

 
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