Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting their 23rd Annual Report
together with the audited financial statements for the year ended
March, 31 2015 and the Management Discussion and Analysis has also been
incorporated into this Report.
1. HIGHLIGHTS OF PERFORMANCE
* Total income for the year increased by 18.93% to Rs 560.50 Lakhs as
compared to Rs. 471.30 Lakhs in the previous year;
* Income from operations for the year was Rs 542.25 Lakhs as compared
to Rs.471.28 Lakhs in the previous year, with growth of 15.05%;
* Profit before tax for the year was Rs 58.49 Lakhs as compared to
Rs.12.85 Lakhs in the previous year, with growth of 355.17%;
* Profit after tax for the year was Rs 45.59 Lakhs as compared to Rs.
9.73 Lakhs previous year, with growth of 368.55%.
2. FINANCIAL RESULTS
Rs. In Lacs
Particulars Year ended on
31.03.2015 31.03.2014
Revenue from Operations (Net) 560.5 471.3
and other income
Profit Before Tax (PBT) 58.49 12.85
Provision for Tax 12.89 3.12
Profit After Tax (PAT) 45.59 9.73
Less: Minority Interest 0 0
Balance brought forward 165.78 156.05
from previous year
Profit available for 211.36 165.78
Appropriations
Surplus carried to the 211.36 165.78
next year''s account
Paid up Equity Share Capital 710 710
EPS (Equity Shares of Rs. 10/- 0.64 0.14
each) Basic & Diluted (in Rs.)
3. DIVIDEND
Due to requirement of the long term financial resources your directors
proposes to preserve the profits for the growth of the company and do
not recommend any dividend for the year 2014-15. (previous year
2013-14 Rs. Nil)
4. SHARE CAPITAL AND RESERVES
The paid up Equity Share Capital as at 31st March, 2015 was Rs. 710.00
Lakhs divided into 71.00 Lakhs equity shares of Rs. 10/- each.
(excluding 5,68,200 partly paid up equity shares earlier on which
Rs.22,72,800 were forfeited and the said shares were not re-issued by
the Company upto 31st March, 2015) During the year under review, and
the Company has not issued any shares with differential voting rights
nor granted stock options nor sweat equity. As on 31st March, 2015,
none of the Directors of the Company hold any security or convertible
instruments of the Company.
4.1 Transfer to reserves
During the year under review your company has not transferred any
amount to the general reserves. (Previous year Nil)
5. FINANCE
Cash and cash equivalent as at 31st March, 2015 was Rs 17.58 Lakhs.
Your Company continues to focus on judicious management of its working
capital. Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
5.1 The details relating to deposits, covered under Chapter V of the
Act,-
(a) Accepted during the year : Nil
(b) Remained unpaid or unclaimed as at the end of the year : Nil
(c) Whether there has been any default in repayment of deposits or
payment of interest thereon during the year and if so, number of
such cases and the total amount involved : Nil
5.2 Details of deposits which are not in compliance with the
requirements of Chapter V of the Act :
The Company has not accepted any deposit which are not in compliance of
the Companies (Acceptance of Deposits) Rules, 2014 during the financial
year.
5.3 Particulars of loans, guarantees or investments
The Company has not provided any guarantees or security. For the
particulars of loans given and investments made by the company pursuant
to the section 186 of the Companies Act, 2013, kindly refer the
relevant notes which forming part of the notes to the financial
statements provided in the annual report.
6. ECONOMIC SCENARIO AND OUTLOOK
The global economy in FY 2014-15 witnessed divergent trends among major
economies, despite unpredictable headwinds, the global economic
recovery is gaining momentum. These winds of positive change have
masked the growth divergence among major economies.
Specifically, the recovery in US was stronger than expected, while
performance in Japan and Eurozone has fallen short of expectations.
This has resulted in the dollar appreciating vis-a-vis other G7
currencies. The currencies of commodity exporting countries weakened
due to fiscal and trade imbalances.
India''s economy is poised to return to its high-growth path, thanks to
lower fiscal and current account deficits, falling inflation, benign
commodity prices, and structural reforms to boost investments. Monetary
policy is also likely to be supportive with the Reserve Bank of India
(RBI) having moved to flexible inflation targeting. The manufacturing
sector is likely to benefit from lower interest rates. The share of
investments in Gross Domestic Product (GDP) is at 29% (compared to
33% in 2007) and is expected to pick up. However, productivity and
capital efficiency improvement are likely to drive near-term growth.
Further that currently the world is tracking the status of Greece and
China financial problem, which may have little bit impact on the
countries financial performance.
7. INDUSTRY OUTLOOK AND OPPORTUNITIES
The Company is mainly having investment activities in the selected
unlisted closely held companies as well as metal trading. The Security
market in the financial year was having good growth and encouraging
beyond the expectation.
However, the Company do not foresee any substantial changes in its
business and profitability in the coming year.
8. MARKET DEVELOPMENT
The Company has made investment in the selected companies for which no
stock market is available for liquidity, however it is almost risk free
from the changes in the capital market. The Company is making efforts
to realize the investment and loans for better deployment for growth of
the company.
9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In view of the paid up capital, profits and turnover of your company
during the previous three years, it does not fall under the provisions
of the section 135 of the Companies Act, 2013 and the rules made their
under.
10. RISK MANAGEMENT POLICYAND INTERNAL ADEQUACY
The current economic environment, carries with it an evolving set of
risks. The Company recognizes that these risks need to be managed to
protect its customers, employees, shareholders and other stakeholders,
to achieve its business objectives and enable sustainable growth. Risk
and opportunity management is therefore a key element of the overall
strategy.
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed
at the meetings of the Audit Committee and the Board of Directors of
the Company.
Your Company has an Internal Control System, commensurate with the
size, scale and complexity of its operations. The scope and authority
of the Internal Audit (IA) function is defined in the Internal Audit
Charter. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the
Board.
The Company emphasizes on those risks that threaten the achievement of
business objectives of the Group over the short to medium term. An
overview of these risks is provided hereafter, including the actions
taken to mitigate these risks and any related opportunities:
i) Strategic and Commercial risks: being taken care by the Risk
Management Committee and reporting to the Board on need basis.
ii) Regulatory compliance risks: The regulatory environment has resulted
into increased regulatory scrutiny that has raised the minimum standards
to be maintained by the Company. This signifies the alignment of
corporate performance objectives, while ensuring compliance with
regulatory requirements. The Company recognizes that regulatory
requirements can at times be challenging, and therefore will, strive to
understand the changing regulatory standards, so as to strengthen its
decision making processes and integrate these in the business strategy
of each of the industries in which it operates. Drive business
performance through the convergence of risk, compliance processes and
controls mechanisms to ensure continued operational efficiency and
effectiveness.
iii) Financial risks: It includes among others, exposure to movements
in interest rates and the Company also maintains sufficient liquidity,
so that it is able to meet its financial commitments on due dates and
is not forced to obtain funds at higher interest rates.
iv) Day-to-day Risk Management: Management and staff at the Company''s
facilities, assets and functions identify and manage risk, promoting
safe, compliant and reliable operations. These requirements, along with
business needs and the applicable legal and regulatory requirements,
underpin the practical plans developed to help reduce risk and deliver
strong, sustainable performance.
11. VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company has a vigil mechanism named vigil mechanism/whistle blower
Policy to deal with instance of fraud and mismanagement, if any. The
details of the VM Policy is explained in the Corporate Governance
Report and also posted on the website of the Company and annexed to
this Report as Annexure 9. There were no complaint under the above said
system during the financial year 2014-15.
12. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
During the year under review your company is not having any subsidiary
at any moment therefore the financial statements are prepared on
standalone basis. The Particulars of the Associate Companies are given
in the Form AOC-1 as containing part of the Financial Statement annexed
as Annexure 1.
12.1 The Company is an Associate Company
The Company is an Associate Company of M/s Shailendra Engineering. Co.
Pvt. Ltd. which holds 26,11,700 Equity Shares consisting of 36.78% of
the total paid up capital of the Company.
13. BOARD OF DIRECTOR''S & KEY MANAGERIAL PERSONNELS
13.1 Independent Directors
At the previous Annual General Meeting (AGM) of the company held on
September 24th Sept., 2014, the Members had re-appointed the existing
independent directors namely; Shri Vineet Gupta (DIN 00215594), Shri
Shrish Agrawal (DIN 002164263) and Shri Anoop Vasudeo Agrawal (DIN
06460053) under the Companies Act, 2013 for a period of 5 years with
effect from 1st April 2014.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement. Your
directors satisfy about their independency.
13.2 Women Director
Smt. Aditi Mittal (DIN 06536363) was appointed by the Board as an
Additional Director under the category of Women Director, to hold office
till the date of the next annual general meeting with effect from 11th
Feb., 2015 at the Board meeting held on 11th Feb., 2015 on the
recommendation of the Nomination & Remuneration Committee. Further that
she has resigned from the Board w.e.f. 16th June, 2015. Your directors
take on record their appreciation for the services rendered by her in
the capacity of women director to the Company.
Smt. Uma Prajeshkumar Halen (DIN 07208620) was appointed by the Board
as an Additional Director under the category of Independent and Women
Director, to hold office till the date of the next annual general
meeting with effect from 16th June, 2015 at the Board meeting held on
16th June, 2015 on the recommendation of the Nomination & Remuneration
Committee.
13.3 Key Managerial Personnel
The tenure of Shri Hemant Sharma as the Managing Director is only upto
30th May 2016, therefore the Nomination & Remuneration Committee and
the Board of directors has approved his re-appointment at their
meetings held on 12th August, 2015 subject to approval of the members
in the ensuing General Meeting for the further period of 3 years w.e.f.
1st June, 2016 on the terms and conditions as set out in the notice of
the forthcoming annual general meeting.
CS Kriti Kathal Company Secretary was appointed w.e.f. 10th May, 2014
and has resigned w.e.f. 30.04.2015 due to her personal reasons. The
Company is making suitable efforts to appoint another company secretary
within the stipulated time. The Company has also appointed Shri Rishabh
Kumar Jain as the Chief Financial Officer and is incharge as the
Compliance officer of the company, w.e.f. 1st April, 2014 and
designated him as the Key managerial Personnel. The Company was already
having appointed Shri Hemant Sharma, as the Managing Director of the
Company, being the Key Managerial Personnel.
13.4 Directors seeking re-appointment
In accordance with the provisions of the Companies Act, 2013 and in
terms of the Articles of Association of the company, Shri Hemant Sharma
(DIN 06558353)) liable to retire by rotation and is eligible for re-
appointment.
The Company has received a notice in writing from members pursuant to
the provisions of section 160 of the Companies Act, 2013 along with the
deposits of Rs.1,00,000 for the appointment of Smt. Uma Prajeshkumar
Halen (DIN 07208620) as a director at the ensuing annual general
meeting.
Your directors recommend to pass necessary resolutions as set out in
the notice of the annual general meeting.
13.5 Meetings of the Board
The Board meets at regular intervals to discuss and decide on
Company/business policy and strategy apart from other Board business.
However, in case of a special and urgent business need, the Board''s
approval is taken by passing resolutions through circulation, as
permitted by law, which are confirmed in the subsequent Board meeting.
The notice of Board meeting is given well in advance to all the
Directors. Meetings of the Board are held in Indore, at the Corporate
Office of the Company. The Agenda of the Board meetings are circulated
at least a week prior to the date of the meeting. The Agenda for the
Board and Committee meetings includes detailed notes on the items to be
discussed at the meeting to enable the Directors to take an informed
decision.
The Board met 5 times during the financial year 2014-15 on 30th May,
2014; 11th July, 2014; 12th August, 2014; 13th Nov., 2014 and 11th
Feb., 2015. The maximum interval between any two meetings did not
exceed 120 days.
13.6 Board independence
Our definition of ''Independence'' of Directors is derived from Clause 49
of the Listing Agreement with Stock Exchanges and Section 149(6) of the
Companies Act, 2013. Based on the confirmation/disclosures received
from the Directors and on evaluation of the relationships disclosed,
the following Non-Executive Directors are Independent in terms of
Clause 49 of the Listing Agreement and Section 149(6) of the Companies
Act, 2013;
a) Shri Shirish Agrawal (DIN 00216423)
b) Shri Vineet Gupta (DIN 00215594)
c) Shri Anoop Vasudeo Agrawal (DIN 06460053)
d) Smt. Uma Prajesh K. Halen (DIN 07208620)
13.7 Company''s policy on Directors'' appointment and remuneration
The Policy of Company on Directors'' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-
section (3) of section 178, is appended as "Annexure 4" to this Report
and hosted on the Company''s website at www.amitsecurities.com.
13.8 Annual evaluation by the Board
The evaluation framework for assessing the performance of Directors
comprises of the following key areas :
i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of
Company and its performance
iv. Providing perspectives and feedback going beyond information
provided by the management
v. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and
subsequently assessment by the Board of Directors. An executive member
of the Board do not participate in the discussion of his evaluation.
14. DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(5) of the Companies Act,
2013:
a. that in the preparation of the annual financial statements for the
year ended 31st March, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
b. that such accounting policies as mentioned in Note 1 of the S.No. 1
to the Financial Statements have been selected and applied consistently
and judgment and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
Company as at March, 31st 2015 and of the profit of the Company for the
year ended on that date;
c. that proper and sufficient care has been taken 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;
d. that the annual financial statements have been prepared on a going
concern basis;
e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
14.1 Details in respect of fraud reported by auditors u/s 143(12) other
than those which are reportable to the central government
There is no fraud which are not reportable by the Auditors to the
Central Government, and which needs to be disclosed in the Board report
during the year under review.
14.2 Disclosure for frauds against the Company
In terms of the provisions of section 134(3)(ca) of the Companies Act,
2013, there were no fraud committed against the Company by any person
which are reportable under section 141(12) by the Auditors to the
Central Government as well as non reportable frauds during the year
2014-15.
15. COMMITTEES OF THE BOARD
During the year, in accordance with the Companies Act, 2013, the Board
has the following 5 (Five) Committees as follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee
(c) Stakeholders'' Relationship Committee
(d) Risk management Committee
(e) Internal Complaints Committee (ICC) under the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the "Report on
Corporate Governance", a part of this Annual Report.
16. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm''s length basis and were in the ordinary
course of business as details has been given in the prescribed Form
AOC-2 as the Annexure "2". There are no materially significant related
party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee
and also the Board for approval. The transactions entered into are
audited and a statement giving details of all related party
transactions is placed before the Audit Committee and the Board of
Directors for their approval on a quarterly basis. The statement is
supported by a Certificate from the MD and the CFO of the Company has
developed a Related Party Transactions Manual, Standard Operating
Procedures for purpose of identification and monitoring of such
transactions.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company''s website (Link:-
http://amitsecurities.com/wp-content/uploads/2013/09/POLICY-FOR-RELATED-
PARTY-TRANSACTION.pdf).
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is no significant material orders passed by the Regulators/Courts
which would impact the going concern status of the Company and its
future operations.
18. AUDITORS
18.1 Statutory Auditors
The Company''s Auditors, M/s M Mehta & Co., Chartered Accountants (FRN
000957C), who were appointed for a term of three years at the Annual
General Meeting of the Company held on 24th Sept., 2014 are eligible
for ratification of their appointment. They have confirmed their
eligibility under Section 141(3)(g) of the Companies Act, 2013 and the
Rules framed there under for ratification for appointment as Auditors
of the Company. As required under Clause 49 of the Listing Agreement,
the auditors have also confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of Chartered
Accountants of India.
There is no such observation made by the Auditors in their report which
needs any further explanation by the Board.
18.2 Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed CS Pinky Shrivastava
(C.P.No. 8035) a Company Secretary in Practice to undertake the
Secretarial Audit of the Company for the year 2014-15 and has further
re-appointed for the year 2015-16. The Report of the Secretarial Audit
in the Form MR-3 is annexed herewith as "Annexure 6". Which is self
explanatory and needs no comments except the followings
In the matter of Observations raised by No. 1 to 3 & 5 by the
Secretarial Auditors; Management Comments: The observations are purely
for informative purposes and there is no non compliance or observations
which needs further clarification from the management:
In the matter of Observation No. 4: Management Comments : The Share
Transfer agent has properly resolved the complain within the stipulated
time and the SCORE has also confirm the same, therefore, the
observation raised by the secretarial auditor is not correct.
19. ENHANCING SHAREHOLDERS VALUE
Your Company believes that its Members are among its most important
stakeholders. Accordingly, your Company''s operations are committed to
the pursuit of achieving high levels of operating performance and cost
competitiveness, consolidating and building for growth, enhancing the
productive asset and resource base and nurturing overall corporate
reputation. Your Company is also committed to creating value for its
other stakeholders by ensuring that its corporate actions positively
impact the socio-economic and environmental dimensions and contribute
to sustainable growth and development.
20. CORPORATE GOVERNANCE
As per the SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 September 15,
2014 in view of the paid up capital and net worth of the Company, the
Clause 49 of the Listing Agreement with the BSE Ltd., is not mandatory
w.e.f. 1st Oct., 2014. However, in view of the best corporate
governance, your company is voluntarily complying certain provisions of
the said Clause 49 and a separate section on corporate governance
practices followed by the Company, together with a certificate from the
Company''s Auditors confirming compliance forms an integral part of this
Report as Annexure- 5 and the Corporate Governance Report is attached as
Annexure 10.
20.1 MD & CFO certification
Certificate obtained from Shri Hemant Sharma, Managing Director and
Shri Rishabh Kumar Jain, Chief Financial Officer, pursuant to
provisions of Clause 49(IX) of the Listing Agreement, for the year
under review was placed before the Board at its meeting held on 12th
August, 2015. A copy of the certificate on the financial statements for
the financial year ended March, 31, 2015 is annexed As Annexure 11
along with this Report.
20.2 Code of Conduct
The Company has formulated the code of conduct for the Board members
and senior executives under the SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations 2011 and the SEBI (Prohibition of Insider
Trading) Regulations, 1992/2015. A certificate to that effect for the
proper compliances given by the Managing Director is annexed as the
Annexure 12 with this Report.
21. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
EMPLOYEE''S REMUNERATION.
Pursuant to provision of section 197(12) of Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 the detail is given in the Annexure
3.
21.1 Particulars of remuneration of employees
During the year, none of the employees received remuneration in excess
of Rs. 60 Lakhs or more per annum. In accordance with the provisions of
Section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Therefore there is no information to disclose in terms of the
provisions of the Companies Act, 2013.
22. CONSOLIDATED FINANCIAL STATEMENTS
Since your company is not having any subsidiary company, therefore in
view of the Notification No. GSR 723(E) issued by the MCA on 14th
Oct., 2014, the Company is not required to prepare consolidated
financial statements for its associate companies for the year 2014-15.
23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, is annexed herewith as "Annexure 8".
24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There have been no material changes and commitments, if any, affecting
the financial position of the Company which had occurred between the
end of the financial year of the Company to which the financial
statements relate and the date of the report.
25. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return as on 31st
March, 2015 in form MGT-9 is annexed herewith as "Annexure 7".
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. Further no
complaint was received during the year under review.
27. ACKNOWLEDGEMENTS
Your Directors thank the various Central and State Government
Departments, Organizations and Agencies for the continued help and
co-operation extended by them. The Directors also gratefully
acknowledge all stakeholders of the Company viz. customers, members,
vendors, banks and other business partners for the excellent support
received from them during the year. The Directors place on record their
sincere appreciation to all employees of the Company for their
unstinted commitment and continued contribution to the Company.
28. CAUTIONARY STATEMENT
Statements in the Board''s Report and the Management Discussion &
Analysis describing the Company''s objectives, expectations or forecasts
may be forward-looking within the meaning of applicable securities laws
and regulations.
Actual results may differ materially from those expressed in the
statement. Important factors that could influence the Company''s
operations include global and domestic demand and supply conditions
affecting selling prices of finished goods, input availability and
prices, changes in government regulations, tax laws, economic
developments within the country and other factors such as litigation
and industrial relations.
For & on behalf of the Board
Place : Indore Hemant Sharma
Dated : 12th August, 2015 Managing Director
Amit Securities Ltd DIN-06558353
CIN: L65990MH1992PLC067266
Mar 31, 2014
The Members of
Amit Securities Ltd.
The Directors submits their 22nd Annual Report of the Company along
with the Audited financial statements for the financial year ended
March 31, 2014
FINANCIAL RESULTS Rs. In Lacs
Particulars 31.03.2014 31.03.2013
Revenue from operation 471.28 438.6
Other Income 0.02 0
Total Income 471.3 438.6
Total Expenses 458.28 430.02
Profit before Finance Cost, Depreciation 13.02 8.59
& Tax (EBIDTA)
Less: Financial cost 0.01 0.02
Less: Depreciation 0.16 0.12
Profit before Tax 12.85 8.45
Less: (a) Current Tax 3.19 3.92
(b) Deferred Tax -0.07 -0.01
Net Profit for the year 9.73 4.54
Add: Surplus brought forward from
previous year 156.05 151.51
Surplus Carried to Balance Sheet 165.78 156.05
Paid up Equity Share Capital 732.73 732.73
Earning per share (Rs.10/- each)
Basic & Diluted (in Rs.) 0.14 0.06
DIVIDEND :
Your directors do not recommend any dividend during the year (Previous
year Nil) and proposes to conserve the resources for the working
requirement to maximise the worth of the company and its stakeholders.
COMPANY''S PERFORMANCE & FUTURE OUTLOOK :
In the financial year 2013-14, the company continued its strong growth
with consistent performance. Total revenue (including other income)
increased by 7.50% to Rs. 471.30 lacs as against Rs. 438.60 lacs for
the previous year. Profit after tax the year under review increased by
114 % as compared to previous year. The company has profit after tax of
Rs. 9.73 lacs as against Rs. 4.54 lacs in the corresponding year.
The company is continuously growing and is planning expansion and
diversification in various sectors. The companies'' future out look is
extremely positive.
DIRECTORS:
The Board consists of executive and non-executive independent Directors
who have wide and varied experience in different disciplines of
corporate functioning.
Further that Shri Vineet Gupta, Shri Shrish Agrawal and Anoop Vasudeo
Agrawal the existing independent directors are proposed to be appointed
as Independent Directors for a term of 5 years as per requirement of
section 149 of the Companies Act, 2013 as well as Clause 49 of the
Listing Agreement to hold the office till 31st March, 2019.
The Company has received notice in writing from the members as required
under section 160 of the Act for proposal for appointment all the
Independent Directors of the Company at the ensuing Annual General
Meeting.
The Independent Directors has submitted a declaration confirming that
they meets the criteria for independence as provided in section 149(6)
of the Act and is eligible for appointment as Independent Directors of
the Company.
In the opinion of the Board the above said three directors fulfills the
conditions specified in the Act and the Rules made there under as the
Clause 49 of the Listing Agreement for their appointment as Independent
Directors of the Company.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, and based on the representation received from the operating
management, the Directors hereby confirm that:
a. In the preparation of the annual accounts, the applicable
accounting standards have been followed and there is no material
departures;
b. They have selected such accounting policies and applied them
consistently and made judgments and estimates that have been 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 of
the company for the year under review;
c. They have taken proper and sufficient care to the best of their
Knowledge and ability for the maintenance of adequate accounting
records in accordance with the provision of this Act. They confirm that
there are adequate systems and controls for safeguarding the assets of
the company and for preventing and detecting frauds and other
irregularities;
d. They have prepared the annual accounts for the financial year ended
31st March, 2014 on a going concern basis;
AUDITORS :
M/s M. Mehta & Co., Chartered Accountants, Indore, statutory auditors
of the Company, hold the office until the ensuing Annual General
Meeting. The said Auditors have furnished the Certificate of their
eligibility for re-appointment.
Pursuant to the provisions of section 139 and other applicable
provisions, if any, of Companies Act, 2013 read with Rule 3 of
Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint
M/s M. Mehta & Co., Chartered Accountants (ICAI Firm Registration No.
000957C), the retiring Auditors of the Company as Statutory Auditors of
the Company from the conclusion of this Annual General Meeting (AGM)
till the conclusion of the Twenty Fifth AGM of the Company to be held
in the year 2017 (subject to ratification of their appointment at every
AGM) on such remuneration as may be decided & fixed by the board on the
recommendations of the Audit Committee.
The Auditors'' Report read with notes to accounts are self-explanatory
and in particular note No. 1(c) of the notes to accounts where it is
specified that the Company is following the same method of depreciation
in the earlier years.
FIXED DEPOSITS :
Your company has not accepted or invited any deposits from public
within the meaning of Section 58A and 58AA of the Companies Act,
1956and rules made there under not applicable to the Company and that
there is no overdue unpaid/unclaimed deposit as at 31st March, 2014.
ENERGY CONSERVATION AND OTHER REPORTING :
The details of Energy Conservation in terms of section 217(1)(e) of the
Companies Act, 1956, read with the Companies (Disclosures of
particulars in Report of Directors Report) Rules, 1988 are not
applicable to the Company as it has no manufacturing activities as
such.
PARTICULARS OF EMPLOYEES :
Your company did not have any person in employment that, if employed
throughout the financial year or part thereof, was in receipt of
remuneration, particulars of which are required to be included in this
report as per Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules 1975.
CORPORATE GOVERNANCE REPORT :
Report on Corporate Governance as required under the Listing Agreements
with the Stock Exchanges along with the certificate of the Auditors,
M/s M. Mehta & Co., Chartered Accountants confirming compliance of
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement with the Stock Exchanges are attached to this report
as Annexure I.
G. Acknowledgements:
Your Directors place on record their gratitude to the Bankers and also
wish to place on record their sincere thanks and appreciation for the
continuing support and unstinting efforts of Investors, Customer,
Vendors and Employees in ensuring an excellent all around operational
performance.
For & on behalf of the Board
Place : Indore Hemant Sharma
Dated :12th August, 2014 Chairman & Managing Director
Amit Securities Ltd DIN-06558353
CIN: L65990MH1992PLC067266
Mar 31, 2013
Dear Members,
The Directors are delighted to present 21st Annual Report of the
Company together with the Audited Accounts for the year ended 31st
March, 2013.
FINANCIAL RESULTS: (Rs. In Lacs)
Particulars 31.03.2013 31.03.2012
Revenue from operation 438.60 143.77
Total Expenses 430.02 140.73
Profit before Interest, Depreciation &
Tax (EBIDTA) 8.58 3.04
Less: Financial Cost 0.02 0.03
Less: Depreciation 0.11 0.15
Profit before Tax 8.45 2.86
Less: (a) Current Tax 4.00 2.24
(b) Deferred Tax -0.01 0.01
(c) Relating to previous year -0.08 0.00
Net Profit for the year 4.54 0.61
Add: Surplus brought forward from previous year 151.51 150.90
Surplus Carried to Balance Sheet 156.05 151.51
Paid up Equity Share Capital 732.73 732.73
Earning per share (Rs. 10/- each)
Basic & Diluted (in Rs.) 0.06 0.01
DIVIDEND:
In view of the inadequacy of the profits, your directors do not
recommend any dividend during the year (Previous year Nil) and proposes
to conserve the resources for the working requirement to maximise the
worth of the company and its stakeholders.
OPERATIONAL REVIEW: .
In the financial year 2012-13, the company continued its strong growth
with consistent performance. Total revenue (including other income)
increased by 205.08% to Rs. 438.61 lacs as against Rs. 143.77 lacs for
the previous year. Profit after tax for the year under review increased
by 644.26% as compared to previous year. The company has Profit after
tax of Rs. 4.54 Lacs as against Rs.0.61 Lacs in the corresponding
previous year.
FIXED DEPOSITS:
Your Company has not accepted any public deposit within the meaning of
provisions of the directions and Rules issued by Reserve Bank of India,
since the Company is NBFC, the provisions of section 58 A, 58AA of the
Companies Act, 1956 and rules made there under not applicable to the
Company.
CORPORATE GOVERNANCE:
Your Company firmly believes and adopts the highest standard of
practice under Corporate Governance. A separate section on corporate
governance and a certificate from Auditors of the Company regarding
compliance of the conditions of corporate governance as stipulated
under clause 49 of the listing agreement with the stock exchanges form
part of this annual report.
DIRECTORS:
The Board consists of executive and non-executive Directors including
independent Directors who have wide and varied experience in different
disciplines of corporate functioning.
Mr. Vishnu Kumar Gupta, has resigned from the Board of the Company
w.e.f 22/09/2012 and Mr. Arun Jain has also resigned from the Board and
the office of the Managing Director w.e.f30/05/2013. The Board places
its sincere appreciation for the valuable guidance received from Shri
Vishnu Kumar Gupta and Mr. Arun Jain, during their tenure as the
directors of the Company.
Mr. Vineet Gupta, retires by rotation and being eligible offers himself
for reappointment.
The Board of directors have appointed Shri Anoop Vasudeo Agarwal, as an
additional director w.e.f 24/12/2012 and Mr. Hemant Sharma was also
appointed as an additional director and further as the Managing
Director of the Company w.e.f 30/05/2013. Your directors recommend to
pass necessary resolutions as set out in the notice of the annual
general meeting for confirming their appointment as a normal Directors
and to appoint Mr. Hemant Sharma as the Managing Director of the
Company.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of section of 217(2AA) of the
Companies Act, 1956, your Directors state that:
- In the preparation of accounts, the applicable accounting standards
have been followed.
- Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the Company as at the end of March
31, 2013 and the profit of the Company for the year ended on that date.
- Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities.
- The annual accounts of the Company have been prepared on a going
concern basis.
AUDITOR:
M/s. M. Mehta & Co., Chartered Accountants, (Firm Registration No.
000957C) the statutory Auditors of the Company has to vacate their
office at the close of this Annual General Meeting and is eligible for
re- appointment. The Company has received confirmation from the
Auditors that their re-appointment would be within the limits
prescribed under section 224(1B) of the Companies Act, 1956. The Audit
Committee of the Board has recommended their re-appointment. The
necessary resolution is being placed before the shareholders for
approval.
AUDITORS'' REPORT:
The report of fhe auditors of the Company and notes to the accounts are
self explanatory and therefore do not call for any further comments and
may be treated as adequate compliance of section 217(3) of the
Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information as required under section 217(l)(e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules 1988 are not applicable to the Company
as it has no manufacturing activities as such.
ACKNOWLEDGEMENTS:
Your Directors place on record their gratitude to the Bankers, for the
assistance and co-operation and encouragement they extended to the
Company. Your Directors also wish to place on record their sincere
thanks and appreciation for the continuing support and unstinting
efforts of Investors, Customer, Vendors and Employees in ensuring an
excellent all around operational performance.
By Order of the Board
Place: INDORE Hemant Sharma
Dated: 30th May, 2013 (Chairman & Managing Director)
Mar 31, 2012
To,The Members of Amit Securities Limited
The Directors have pleasure in presenting herewith the Twentieth
Annual Report of your Company together with the Audited Accounts for
the year ended 31st March 2012.
1. FINANCIAL RESULTS:
Figures in Rs.
Particulars Current Year Previous Year
(2011-12) (2010-11)
REVENUE FROM OPERATIONS 1,43,76,648 1,68,37,509
EARNING BEFORE DEPRECIATION AND 3,00,631 6,07,182
AMORTIZATION
DEPRECIATION AND AMORTIZATION 14,488 11,418
PROVISIONS FOR TAXATION 2,25,624 2,87,883
NET PROFIT AFTER TAXATION 60,519 3,07,881
2. DIVIDEND:
In order to conserve the resources directors deemed it prudent not to
declare dividend.
3. DIRECTORS:
To appoint Director in place of Mr. Shirish Agrawal who retires by
rotation and being eligible offers himself for reappointment.
4. FIXED DEPOSIT:
The Company has not accepted any Deposits under the provisions of
section 58A of The Companies Act, 1956 and the Rules made there under.
5. STATEMENT UNDER SECTION 217 OF THE COMPANIES ACT 1956:
There were no employees in the Company who if employed through out the
Financial Year, were in receipt of remuneration, whose particulars, if
so employed, are require to be included in the Report of Directors in
accordance with the provisions of section 217(2A) of The Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975.
6. DISCLOSURE OF INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES
ACT 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT
OF BOARD OF DIRECTORS) RULES, 1988:
The Company is not a manufacturing Company and as such the requirement
under the aforesaid rules for disclosure of information as regards
conservation of energy and technology absorption is not applicable to
the Company. The Company has not carried on, during the year under
Review; any activity relating to exports and has not used or earned any
foreign exchange.
7. AUDITORS:
M/s. M. Mehta & CO., Chartered Accountants the retiring auditors
eligible and offer themselves for reappointment. The Board recommends
for their reappointment.
8. DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors hereby report:
a. That in preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
purchase and sales.
b. That the Directors have 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 as at 31st March, 2012 and of profit and loss
account of the profit for the year ended 31st March, 2012.
c. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and deleting fraud and other
irregularities.
d. That the Directors have prepared the annual accounts on a going
concern basis.
9. CORPORATE GOVERNANCE:
A Separate report on Corporate Governance along with Auditors'
Certificate on its compliance is attached to this report.
10. ACKNOWLEDGEMENTS:
The Board wishes to place on record their gratitude for the
co-operation being received from the Banks, Share Transfer Agent, Stock
Exchanges, Share Holders and thank them for their continued support.
By Order of the Board
for Amit Securities Limited
Arun Kumar Jain Shirish Agrawal
(Managing Director) (Director)
Place: Indore
Date: 30/05/2012
Regd. Office:
1st Floor Swadeshi Market,
316, Kalbadevi Road,
Mumbai-Maharashtra 400002
Mar 31, 2011
The Directors have pleasure in presenting herewith the Nineteenth
Annual Report of your Company together with the Audited Accounts for
the year ended 31st March 2011.
1. FINANCIAL RESULTS:
Figures in Rs,
Particulars Current Year Previous Year
(2010-11) (2009-10)
GROSS INCOME 1,68,37,509 91,23,256
PROFIT BEFDRE DEPRECIATION 6,31,879 17,40,705
DEPRECIATION 11,418 62,690
PROVISIONS FOR TAXATION 3,12,580 5,92,253
NET PROFIT AFTER TAXATION 3,07,881 9,95,316
ADD PROFIT/LOSS BROUGHT FORWARD 1,47,82,432 1,37,87,116
SURPLUS CARRIED TO BALANCE SHEET 1,50,90,313 1,47,82,432
2. DIVIDEND;
In order to conserve the resources directors deemed it prudent not to
declare dividend.
3. DIRECTORS:
To appoint Director in place of Shri Vishnu Gupta who retires by
rotation and being eligible offers himself for reappointment.
4. FIXED DEPOSIT:
The Company has not accepted any Deposits under the provisions of
section 58 A of the Companies Act, 1956 and the Rules made there under.
5. STATEMENT UNDER SECTION 217 OFTHE COMPANIES ACT 1956:
There were no employees, in the Company with if employed through out
the Financial Year, were in , receipt of remuneration, whose
particulars, if so employed, are require to be included in the Report
of Directors in accordance with the provisions of section 217(2A) of
The Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975.
6. DISCLOSURE OF INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES
ACT 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT
OF BOARD OF DIRECTORS) RULES, 1988:
The Company is not a manufacturing Company and as such the requirement
under the aforesaid rules for disclosure of information as regards
conservation of energy and technology absorption is not applicable to
the Company. The Company has not carried on, during the year under
Review; any activity relating to exports and has not used or earned any
foreign exchange.
7. AUDITORS:
M/s. M.MEHTA & CO., Chartered Accountants the retiring auditors
eligible and offer themselves for reappointment. The Board recommends
for their reappointment.
8. DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors hereby report:
a. That in preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
purchase and sales.
b. That the Directors have 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 as at 31st March, 2011 and of profit and loss
account of the profit for the year ended 31st March, 2011.
c. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and deleting fraud and other
irregularities..
d. That the Directors have prepared the annual accounts on a going
concern basis.
9. CORPORATE GOVERNANCE:
A Separate report on Corporate Governance along with Auditors'
Certificate on its compliance is attached to this report.
10. ACKNOWLEDGEMENTS:
The Board wishes to place on record their gratitude for the
co-operation being received from the Banks, Share Transfer Agent, Stock
Exchanges, Share Holders and thank them for their continued support.
By Order of the Board
for Amit Securities Limited
Arun Kumar Jain Shirish Agrawal
(Managing
Director) (Director)
Place: Indore
Date: 31/08/2011
Regd. Office:
1st Floor Swadeshi Market,
316,KalbadeviRoad,
Mumbai-Maharashtra 400002
Mar 31, 2010
The Directors have pleasure in presenting herewith the Eighteenth
Annual Report of your Company together with the Audited Accounts for
the year ended 31st March, 2010.
1. FINANCIAL RESULTS:
Figures in Rs.
Particulars Current Year Previous Year
(2009-10) (2008-09)
GROSS INCOME 91,23,256 88,27,602
PROFIT BEFORE DEPRECIATION 17,40,705 15,37,707
DEPRECIATION 62,690 1,70,234
PROVISIONS FOR TAXATION 5,92,253 4,98,229
NET PROFIT AFTER TAXATION 9,95,316 8,69,224
ADD PROFIT/LOSS BROUGHT FORWARD 1,37,87,116 1,29,17,872
SURPLUS CARRIED TO BALANCE SHEET 1,47,82,432 1,37,87,116
2. DIVIDEND:
In order to conserve the resources directors deemed it prudent not to
declare dividend.
3. DIRECTORS:
To appoint Director in place of Shri Vineet Gupta who retires by
rotation and being eligible offers himself for reappointment.
4. FTXED DEPOSIT:
The Company has not accepted any Deposits under the provisions of
section 58A of The Companies Act, 1956 and the Rules made there under.
5. STATEMENT UNDER SECTION 217 OF THE COMPANIES ACT 1956:
There were no employees in the Company who if employed through out the
Financial Year, were in receipt of remuneration, whose particulars, if
so employed, are require to be included in the Report of Directors in
accordance with the provisions of section 217(2A) of The Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975.
6. DISCLOSURE OF INFORMATION PURSUANT TO SECTION 217 OF THE COMPANIES
ACT 1956 READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT
OF BOARD OF DIRECTORS) RULES, 1988:
The Company is not a manufacturing Company and as such the requirement
under the aforesaid rules for disclosure of information as regards
conservation of energy and technology absorption is not applicable to
the Company. The Company has not carried on, during the year under
review; any activity relating to exports and has not used or earned any
foreign exchange.
7. AUDITORS:
M/s. M. Mehta & Co., Chartered Accountants the retiring auditors
eligible and offer themselves for reappointment. The Board recommends
for their reappointment.
8. DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors hereby report:
a. That in preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
purchase and sales.
b. That the Directors have 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 as at 31st March, 2010 and of profit and loss
account of the profit for the year ended 31st March, 2010.
c. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and deleting fraud and other
irregularities.
d. That the Directors have prepared the annual accounts on a going
concern basis.
9. CORPORATE GOVERNANCE:
A separate report on Corporate Governance along with Auditors
Certificate on its compliance is attached to this report.
10. ACKNOWLEDGEMENTS:
The Board wishes to place on record their gratitude for the
co-operation being received from the Banks, Share Transfer Agent, Stock
Exchanges, and Share Holders and thank them for their continued
support.
By Order of the Board
for Amit Securities Limited
Aran Kumar Jain Shirish Agarwal
(Managing Director) (Director)
Place: Indore
Date: 31/08/2010
Regd. Office:
1st Floor, Swadeshi Market,
316, Kalbadevi Road,
Mumbai, Maharashtra- 400002
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