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Directors Report of Ahimsa Industries Ltd.

Mar 31, 2016

To

The Members,

AHIMSA INDUSTRIES LIMITED AHMEDABAD

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, 2016.

FINANCIAL SUMMARY

_(Amount in Rs.)

Particulars

2015-2016

2014-2015

Total Revenue

608806639.31

327666777

Profit /(Loss) Before Tax

21382305.83

(7573994)

Less: Current Tax

(6665957)

0.00

Deferred Tax

3678183

(579367)

Profit /(Loss) after Taxation

18394531.83

(8153156)

Less: tax paid for earlier years

0.00

0.00

Profit /(Loss) after Taxation

18394531.83

(8153156)

Balance carried to Balance Sheet

18394531.83

(8153156)

FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the company for the year 2015-16 and period subsequent there to have been given hereunder:

- The total income of the Company during the financial year 2015-16 was Rs. 608806639.31 against the income of Rs. 327666777 in the previous financial year 2014-15.

- The total expenditure during the year was Rs. 587424333.48 against Rs. 33391028 in the previous year 2014-15. The Profit/(Loss) after tax for the year under review at Rs. 18394531.83 was likewise higher than that of loss in the previous year of Rs. 8153156.

- The Directors trust that the shareholders will find the performance of the company for financial year 2015-16 to be satisfactory. The Earning Per Share (EPS) of the company is 3.90 per share.

-Initial Public issue of Rs. 15180000 (Rupees one Crore Fifty-one Lacs eighty Thousand only) divided 1518000 (Fifteen lacs Eighteen Thousand) equity shares of Rs. 10 each as on 9th October, 2015. Due to Initial Public Offer, Paid up Share capital of the Company is increased from Rs. 39559900 to Rs. 54739900.

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.

RESERVES

During the current financial year our Company has gained a net profit of Rs.

608806639.31 as against the loss of Rs 8153156 in P.Y. 2014-15, your Directors have transferred Rs. 24064551.83 to Reserve for strengthen the financial position of the Company in nearest future.

CHANGE IN THE NATURE OF BUSINESS

For sustained growth in the future, Company wants to rely on the main businesses of company; there is no change in the nature of the business of the Company during the year.

CHANGE OF NAME

The Company has changed its name from “AHIMSA INDUSTRIES PRIVATE LIMITED” to “AHIMSA INDUSTRIES LIMITED” with effect from 25th May, 2015. The change of name was approved by the members in the Extra Ordinary General Meeting of the Company held on 27th April, 2015.The Registrar of Companies, Gujarat, Dadra and Nagar Haveli has, on 25th May, 2015, issued the new certificate of incorporation recording the change in the name of the Company.

CAPITAL STRUCTURE

The Authorized Share Capital of the Company is 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 from Rs. 3,95,59,900 (Rupees Three Crore Ninety-Five Lacs Fifty-Nine Thousand Nine hundred only) divided 39,55,990 (Thirty-Nine lacs Fifty-Five Thousand Nine hundred and Ninety) equity shares of 10/- each to Rs. 5,47,39,900 (Rupees Five Crore Forty-Seven lacs thirty-Nine thousand Nine hundred only) divided into 54,73,990 (Fifty-Four lacs Seventy-Three Thousand Nine hundred and Ninety) equity shares of Rs. 10 each due to Initial Public issue of Rs. 1,51,80,000 (Rupees one Crore Fifty-one Lacs eighty Thousand only) divided 15,18,000 (Fifteen lacs Eighteen Thousand) equity shares of Rs. 10 each as on 9th October, 2015.

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 has appointed one additional Director.

- The Company has taken note of resignation of Ms. Gajara J. Joshi (Membership No. A37875) as Company Secretary and Compliance Officer under the provisions of the Companies Act, 2013.

- The Company has appointed Ms. Poonam P. Panchal (Membership No. A44616) Company Secretary and Compliance Officer under the provisions of the Companies Act, 2013.

- The Company has taken note of resignation of M/s K. H. Trivedi & Co. (FRN: 111054), Statutory Auditor''s of Company under the provisions of the Companies Act, 2013.

- The Company has appointed M/s Mistry and Shah (Firm Registration No 1227O2W), Chartered Accountants, as Statutory Auditors of Company under the provisions of the Companies Act, 2013.

- The Company has appointed Mr. Nitesh P. Shah (Membership No. A35681), practicing Company Secretary as Secretarial Auditor of Company under the provisions of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND 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

- DIRECTOR RITIRED BY ROTATION

Mrs. Sneha A. Gandhi (DIN: 00654675), Director of the Company retires from office by rotation in accordance with the requirement of the Companies Act, 2013 and being eligible, offers herself for reappointment.

- APPOINTMENT OF DIRECTOR

There is an appointment of following Directors in the composition of the Board of Directors of the company as given below:-

Sr. No

Name

Designation

1.

Kiritkumar Harishankar Trivedi

Director

Appointment of Mr. Kiritkumar H. Trivedi as a Director of Company in the meeting of Board of Directors to be held on 26th May, 2016.

-CHANGES IN KEY MANAGERIAL PERSONNEL

-The Company take note of Resignation of following Key Managerial Personnel

Sr. No

Name of the Key Managerial Personnel

Designation

1.

Gajara Jagirambhai Joshi

Company Secretary and Compliance Officer

Resignation of Ms. Gajara J. Joshi (Membership No. A37875) as Company Secretary and Compliance Officer of Company as on 4th April, 2016.

-The Company has appointed following Key Managerial Personnel.

Sr. No

Name of the Key Managerial Personnel

Designation

1.

Poonam Pravinbhai Panchal

Company Secretary and Compliance Officer

Appointment of Ms. Poonam P. Panchal (Membership No. A44616) as Company Secretary and Compliance Officer of Company in the meeting of Board of Directors held on 26th May, 2016.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.60 lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.60 lacs during the financial year 2015-16.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as Annexure I.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company met 11 times during the year on 27/04/2015, 27/05/2015, 23/06/2015, 24/06/2015, 15/07/2015, 23/07/2015, 18/08/2015, 30/09/2015, 07/12/2015, 12/01/2016 and 01/03/2016 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

Name of Directors

Category

Meetings held during the tenure of the Directors

Meetings Attended

Attendance at the last AGM held on 30th September, 2015

No. of committee/ membership in which he/she is a member and Chairperson

Mr. Ashutosh D. Gandhi

Promoter / Managing Director

11

11

Yes

None

Mrs. Sneha A. Gandhi

Whole-time

Director

11

11

Yes

None

Mr. Ashish N. Shah

Independent &Non- Executive Director

11

11

Yes

Chairman in two Committee. Member in four Committee

Mr. Bhadresh A. T rivedi

Independent &Non- Executive Director

8

8

Yes

Chairman in two Committee. Member in four Committee

Mr. Jignesh A. Shah

Non Executive Director

11

11

Yes

Member in three Committee.

MEETING OF AUDIT COMMITTEE

The members of Audit Committee met one time during the year on 13th January, 2016 after conversion of Company from Private Company to Public Company as per provisions of Section 177 of the Companies Act, 2013 and applicable provisions.

Mr. Ashish N. Shah (00089075) is chairman of Audit Committee.

Members

Category

Meetings held during the tenure of the Directors

Meetings attended

Mr. Ashish N. Shah

Independent &Non-Executive Director

1

1

Mr. Bhadresh A. Trivedi

Independent &Non-Executive Director

1

1

Mr. Jignesh A. Shah

Non-Executive Director

1

1

MEETING OF NOMINATION AND REMUNERATION COMMITTEE

The members of Nomination and Remuneration Committee met one time during the year on 13th January, 2016 after conversion of Company from Private Company to Public Company as per provisions of Section 178 of the Companies Act, 2013 and applicable provisions.

Mr. Ashish N. Shah (00089075) is chairman of Nomination and Remuneration Committee.

Members

Category

Meetings held during the tenure of the Directors

Meetings attended

Mr. Ashish N. Shah

Independent &Non-Executive Director

1

1

Mr. Bhadresh A. Trivedi

Independent &Non-Executive Director

1

1

Mr. Jignesh A. Shah

Non-Executive Director

1

1

MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE

The members of Stakeholder Relationship Committee met one time during the year on 13th January, 2016 after conversion of Company from Private Company to Public Company as per provisions of Section 178 of the Companies Act, 2013 and applicable provisions.

Mr. Bhadresh A. Trivedi (DIN: 07218969) is the Chairman of Stakeholder Relationship Committee.

Members

Category

Meetings held during the tenure of the Directors

Meetings attended

Mr. Ashish N. Shah

Independent &Non-Executive Director

1

1

Mr. Bhadresh A. Trivedi

Independent &Non-Executive Director

1

1

Mr. Jignesh A. Shah

Non-Executive Director

1

1

MEETING OF INDEPENDENT DIRECTORS

The independent directors of company met one time during the year on 13th January, 2016 after conversion of Company from Private Company to Public Company as per Regulation 24 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Bhadresh A. Trivedi (DIN: 07218969) is the Chairman of Independent Directors Meeting.

Members

Category

Meetings held during the tenure of the Directors

Meetings attended

Mr. Ashish N. Shah

Independent &Non-Executive

Director

1

1

Mr. Bhadresh A. Trivedi

Independent &Non-Executive Director

1

1

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder Relationship Committees and takes care of recommendation made by independent directors.

DECLARATION BY INDEPENDENT DIRECTORS:

A declaration by both Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 shall be enclosed as Annexure II and III.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board''s report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes, and independence of Directors. More details of the same are given in the Corporate Governance Report.

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.

AUDITORS

1. STUTORY AUDITOR

The Company in its Board Meeting held on 2nd April, 2016 appointed M/s Mistry and Shah (Firm Registration No 122702W),Chartered Accountants, as Statutory Auditors of the Company to fill the Casual Vacancy caused by the resignation of M/s K. H. Trivedi & Co., Chartered Accountants, Ahmedabad bearing FRN : 111054W . The appointed Statutory Auditor has hold office from the board meeting held on 2nd April, 2016 to 21st Annual General Meeting subject to Re-appointment from the conclusion of 21st AGM until the conclusion of the 26th consecutive AGM. However, their terms of appointment and remuneration shall be ratified by the members of the Company in this AGM.

-AUDITORS’ REPORT

The notes on financial statement referred to in the auditor''s report are self-explanatory. There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report and do not call for any further explanation/comment from the board.

2. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, Mr. Nitesh P. Shah, Practicing Company Secretary have been appointed as a Secretarial Auditors of the Company in the meeting of Board of Director held on 26th May, 2016. The report of the Secretarial Auditors is enclosed as Annexure V to this report. The report is self-explanatory and do not call for any further comments. Annexure IV

3. INTERNAL AUDIT & CONTROLS

The Company continues to engage Ms. Pooja Shah, Chartered Accountant as Internal Auditor of Company. During the year, the Company continued to implement her suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor''s findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

REPORTING ON SUSTAINABILITY

We are continuously striving to promote better and more effective sustainability policy and practices. In order to ensure transparent communication of our sustainability efforts to all our stakeholders we have made conscious efforts through technology innovation and effective communication and transparency.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established and Chairman of Audit Committee has responsible for issue pertaining to same.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) oftheCompaniesAct,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE V.

INTERNAL CONTROL SYSTEMS

The Company''s internal 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.

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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

Details of Loans:________

SR No

Date of making loan

Details of Borrower

Amount

Purpose for which the loan is to be utilize d by the recipient

Time period for which it is given

Date of Board Resolution

Date of Special Resolution (if required )

Rate of Interest

Security

NA

Details of Investments:

SR No

Date of investment

Details of Investee

Amount

Purpose for which the proceeds from investment is proposed to be utilized by the recipient

Date of Board Resolution

Date of Special Resolution (if required)

Expected rate of return

NA

Details of Guarantee / Security Provided:

SR No

Date of providing security/guarantee

Details

Of recipient

Amount

Purpose for which the security/guarantee is proposed to be utilized by the recipient

Date of Board Resolution

Date of Special Resolution (if require d)

Commission''

NA

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. As Annexure VI

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition &Redresser) 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 for safe and secure environment for women employee.

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 in Annexure VII

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) and (5) of the Companies Act, 2013, it is hereby confirmed:

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

- that 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 the profit or loss of the Company for the period ended 31.03.2016;

- that the Directors had 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;

- that the Directors had prepared the annual accounts on a going concern basis.

- that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- 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.

CORPORATE GOVERNANCE

Details regarding Corporate Governance Report of the Company regarding compliance of the conditions of Corporate Governance pursuant to SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 with stock exchanges is annexed herewith as Annexure - VIII

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record the appreciation of the valuable contribution and dedication shown by the employees of the Company, RTA, Auditors and Practicing Company Secretary which have contributed to the successful management of the Company''s affairs.

The Directors also take this opportunity to thank all the stakeholders, Investors, Clients, Banks, Government, Regulatory Authorities and Stock Exchange for their continued support.

By Order of the Board of Directors

AHIMSA INDUSTRIES LIMITED

Ashutosh Damubhai Gandhi

Place: Ahmedabad Managing Director

Date: 26th May, 2016 DIN:00654563

Sneha Ashutosh Gandhi

Place: Ahmedabad Whole time Director

Date: 26th May, 2016 DIN:00654675


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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