Mar 31, 2015
Dear Members,
The Directors here by present the 30th Annual Report together with the
Audited statements of Accounts for the financial year ended on 31st
March 2015.
OPERATIONS REVIEW:
During the year under review due to financial crisis company has not
carried out any business activities and faces huge set back. So company
not in position to generate any revenue from the operation but due to
some fixed cost company posted Net Loss of Rs. 471565.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE
COMPANY'S AFFAIR:
The Company does not have any significant business activity and not
carried out any business during the year under review.
DIVIDEND:
Considering the loss incurred in the current financial year and
accumulated losses, your Directors have not recommended any dividend
for the financial year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period
under review.
SHARE CAPITAL:
The issued, subscribed and paid up capital of the Company is Rs
66069000 divided into 66069000 equity shares of Rs 1/- each. There has
been no change in the share capital of the Company during the year.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint
ventures.
FIXED DEPOSIT:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of
the company have occurred between the end of financial year to which
the financial statements relate and the date of the Directors' Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS:
To the best of our knowledge, the company has not received any such
orders passed by the regulators, courts or tribunals during the year,
which may impact the going concern status or company's operations in
future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors had appointed Mrs. DINABEN GANATRA (DIN:
07265796) as an Additional Woman Director in the category of
Non-Executive Director with effect from 19.08.2015 and appointed as an
Independent Director of the company and to hold office for five
consecutive years.
In accordance with the provisions of the Companies Act, 2013, Mr.
MAHENDRA GANATRA (DIN: 00272462) retire by rotation at the ensuing AGM
and being eligible offers himself for reappointment.
Mr. MANISH UNIYAL and Mr. DWARIKA NAVIN CHANDRA PRASAD were resigned as
a Director of the Company with effect from 19.08.2015.
Since the Company does not have any significant business activities,
hence the Volume and Scope of work for the Company Secretary and Chief
Financial Officer are less and it is not a full time work and the job
of Company Secretary and Chief Financial Officer are not attractive
commensurate with the scope of work and salary.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent
Director under Section 149 (7) of the Companies Act, 2013, that they
meet the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013.
MEETINGS:
Minimum four pre-scheduled Board meetings are held annually. In case of
business exigencies or urgency of matters, resolutions are passed by
circulation. During the year six number of Board meetings were held.
The dates of the Board Meetings were 20.05.2014, 04.06.2014,
30.07.2014, 27.08.2014, 10.11.2014 and 05.02.2015.
ATTENDANCE RECORD OF DIRECTORS ATTENDING THE BOARD MEETINGS AND ANNUAL
GENERAL MEETINGS:
Name of the Director Date of Date of
Appointment Resignation
SHANKAR BHAGAT 03.09.2005 04.06.2014
MAHENDRA GANATRA 15.05.2009 -
NILESHKUMAR KAVA 19.02.2010 27.08.2014
VINEET DEORARI 27.08.2014 -
MANISH UNIYAL 04.06.2014 19.08.2015
DWARIKA PRASAD 04.06.2014 19.08.2015
DINABEN GANATR 19.08.2015 -
Name of the Director No. of Board Meetings Last AGM
attendance
Held Attended
SHANKAR BHAGAT 6 - No
MAHENDRA GANATRA 6 6 Yes
NILESHKUMAR KAVA 6 3 No
VINEET DEORARI 6 2 Yes
MANISH UNIYAL 6 2 No
DWARIKA PRASAD 6 1 No
DINABEN GANATR - - -
None of the Director is a member in more than 10 Companies and Act as
Chairman in more than 5 Companies across all Companies in which he is a
Director.
AUDIT COMMITTEE:
The Audit Committee of the Company presently comprises of three
Directors being MR. MAHENDRA GANATRA, MR. VINEET DEORARI and MS.
DINABEN GANATRA.
The Board terms of reference of the Audit Committee are in consonance
with the provisions of Section 177 of the Companies Act, 2013 and of
the Listing Agreement.
Role/ Functions of the Committee:
* Reviewing with management the annual financial statements before
submission to the Board. o Recommending the appointment and removal of
external auditors, fixation of audit fee and also approval for payment
for any other services.
* Review of policies relating to risk management - operational and
financial.
* Reviewing with the management, external auditors and the adequacy of
the internal control system.
Powers of the Committee:
* To investigate any activity within its terms of reference.
* To secure attendance of and seek any information from any employee
including representative of the prime shareholders (subject to their
internal approvals).
* Compliance with accounting standards.
* To obtain outside legal or other professional advice, if necessary.
* To secure attendance of outsiders with relevant expertise, if it
considers necessary.
* Compliance with Stock Exchange and legal requirements concerning
financial statements.
Attendance at the Audit Committee Meetings:
During the year the Audit Committee met 4 times on 20.05.2014,
30.07.2014, 10.11.2014, 05.02.2015 attendance of the members as under:
Name No. of Meeting attended
Held Attended
SHANKAR BHAGAT 4 -
MAHENDRA GANATRA 4 4
NILESHKUMAR KAVA 4 2
VINEET DEORARI 4 2
MANISH UNIYAL 4 1
DWARIKA PRASAD 4 1
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been constituted as per the
provisions of Section 178(1) of the Companies Act, 2013 on 25.05.2015
to review and to recommend the remuneration payable to the Executive
Directors and Senior Management of the Company based on their
performance and defined assessment criteria.
Nomination and Remuneration Committee of the Company presently
comprises of three Directors being MR. MAHENDRA GANATRA, MR. VINEET
DEORARI and MS. DINABEN GANATRA.
The following is the terms of reference of Nomination and Remuneration
Committee:
* Formulation of the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board a
policy relating to the level and composition of remuneration of the
directors, key managerial personnel and other employees;
* Formulation of criteria for evaluation of independent directors and
the Board;
* Devising a policy on Board diversity; and
* Identifying persons who are qualified to become directors and who may
be appointed in senior management in accordance with the criteria laid
down, and recommend to the Board their appointment and removal.
Nomination and Remuneration Policy:
The Committee is in process of formulating Nomination and Remuneration
Policy which determines criteria inter-alia qualification, positive
attributes and independence of Directors for their appointment on the
Board of the Company and payment of remuneration to Directors, Key
Managerial Personnel and other Employees. The Committee shall consider
the following attributes / criteria, whilst recommending to the Board
the candidature for appointment as Director.
- Qualification, expertise and experience of the Directors in their
respective fields;
- Personal, Professional or business standing;
- Diversity of the Board
In case of re-appointment of Non Executive Directors, the Board shall
take into consideration the performance evaluation of the Director and
his engagement level.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has re-named Share Holders
Grievance/ Share Transfer Committee as 'Stakeholders Relationship
Committee' in order to align it with the provisions of Section 178 of
the Companies Act, 2013. The Committee has been constituted to
strengthen the investor relations and to inter-alia, look into issues
relating to shareholders grievances pertaining to transfer of shares,
non- receipt of declared dividends, non-receipt of Annual Report,
issues concerning de-materialization etc.
This committee presently consists of three directors namely, MR.
MAHENDRA GANATRA, MR. VINEET DEORARI and MS. DINABEN GANATRA. During
the year two meetings were held on 20.05.2014 and 05.02.2015.
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the
Companies Act, 2013 the Board has carried out an evaluation of its own
performance, the directors individually as well as the evaluation of
the working of its Audit, Appointment & Remuneration Committees. The
performance evaluations of Independent Directors were also carried out
and the same was noted. Independent Directors in their meeting decided
to bring more transparency in their performance and bring more
responsibility while taking any policy decisions for the benefit of the
shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/
EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration.
Hence, the information required pursuant to Section 197 read with Rule
5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014
in respect of ratio of remuneration of each director to the median
remuneration of the employees of the Company for the Financial year is
not given.
AUDITORS AND AUDITORS' REPORT:
M/S. BIPIN & CO., CHARTERED ACCOUNTANTS, VADODARA (FRN 101509W), in
respect of whom the company has received a Special Notice under section
140(4) of the Act, proposing their appointment in the place of retiring
auditors M/s. Y. D. & Co., Chartered Accountants, Ludhiana, (FRN
018846N) and hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
The observations made by the Auditors' in their Auditors' Report and
the Notes on Accounts referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Company has appointed Ms. SHUBHAM AGARAWAL, Company
Secretaries in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report in the prescribed Form No MR-3 is
annexed herewith. QUALIFICATION IN SECRETARIAL AUDIT REPORT AND
EXPLANATIONS BY THE BOARD:
Qualifications made by Secretarial Auditor
a) The Company has decided not to opt for compliance of Clause 49 for
the time being
b) Acknowledgement for sending the notices of the Meeting of the Board
and Committees are not maintained by the company.
c) Updating of website with regard to various policies is pending
d) The company has not complied with certain clauses of Listing
Agreement as regards publication of Notice of Board Meeting, Notice of
AGM, quarterly results.
e) As per section 203(1)(i),(ii) & (iii), the Company is required to
appoint Company Secretary & Chief Financial Officer. The Company has
not appointed Company Secretary & Chief Financial Officer.
f) As per section 138 of the Companies Act, 2013, the Company is
required to appoint Internal Auditor. The Company has not appointed
Internal Auditor.
g) The company has not maintained the attendance register for Board and
committee meeting
h) Statutory Registrar as per companies Act 2013 is yet to be updated.
i) As per the provisions of Section 149(1) of the Companies Act, 2013
and revised clause 49 of the listing agreement, the Company is required
to have at least one Women Director on its Board. The Company has not
appointed Women Director.
j) Certain event based E Forms have not been filed by the company in
time which were required to be filed with ROC during the audit period.
Explanations by the Board
The paid up capital and net worth is below the prescribed limit for
mandatory applicability of Corporate Governance clause. Hence The
Company has decided not to opt for compliance of Clause 49 for the time
being.
The notice and agenda for the Board and committee meeting are sent by
the email or hand delivery. The company will ensure to maintain to the
acknowledgements for sending the notice of the meeting of the board and
the committee.
The company will take necessary steps to update website with regard to
various policies which are pending.
The company will take necessary steps to comply with the same.
Since the Company does not have any significant business activities,
hence the Volume and Scope of work for the Company Secretary and Chief
Financial Officer are less and it is not a full time work and the job
of Company Secretary and Chief Financial Officer are not attractive
commensurate with the scope of work and salary.
The size of operation of the Company is very small, it is not viable to
appoint Internal Auditor but the Company has established the internal
control system.
The company will take necessary steps to maintain the attendance
register for board and committee meetings.
The company will take necessary steps to update Statutory Register as
per companies Act 2013.
The Company is in process for appointing of Women Director once
suitable and if any willing candidate agrees to join the Company.
The company will ensure to file all relevant documents in time with ROC
and other authorities as when required.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no
systems set up for Internal Controls.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of the
Companies Act, 2013 ('the Act') and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, in the prescribed Form No.
MGT 9 forming part of this report is annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required
under the provisions of Clause 49 of the listing agreement forming part
of this report is annexed herewith.
CORPORATE GOVERNANCE REPORT:
SEBI vide its circular no. CIR/CFD/POLICY CELL/2/2014 dated 17th April,
2014 had amended Clause 49 and made it applicable to all the listed
Companies. Further, SEBI vide its circular no. CIR/CFD/POLICY
CELL/7/2014 dated 15th September, 2014 had made the Clause 49 on
Corporate Governance non-mandatory to the following class of Companies:
a. Companies having paid up equity share capital not exceeding Rs.10
crores and Net worth not exceeding Rs.25 crores, as on the last day of
the previous financial year;
Provided that where the provisions of Clause 49 becomes applicable to a
company at a later date, such company shall comply with the
requirements of Clause 49 within six months from the date on which the
provisions became applicable to the company.
b. Companies whose equity share capital is listed exclusively on the
SME and SME-ITP Platforms.
Accordingly the paid up capital and net worth is below the prescribed
limit for mandatory applicability of Corporate Governance clause. The
Company has decided not to opt for compliance of Clause 49 for the time
being.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility initiative under the provisions of Section 135 of the
Companies Act, 2013, read with Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014, as the said provisions are not
applicable.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not required to be given as there
were no employees coming within the purview of this section.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 134(3)(m) of the Companies Act, 2013
read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not
applicable to Company, as our Company has not carried out in the
manufacturing activities.
The foreign exchange earning on account of the operation of the Company
during the year was Rs. Nil.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation by way of
notes to accounts relating to material departures;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
e) Directors have prepared the accounts on a "going concern basis".
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Since there are no women employees in the Company hence no comments
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)
RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of
Companies (Appointment & Remuneration) Rules, 2014, every Listed
Company mandates to disclose in the Board's Report the ratio of the
remuneration of each director to the permanent employee's remuneration.
However, since there is no permanent employee in the Company, no
disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities,
hence the Business Risk is at the Minimal Level. Hence, no major risk
factors are envisaged except for:
a. Government Policies
b. Human Resource Risk
VIGIL MECHANISM
As the Company does not have any significant business activity, there
was no need to have a Vigil Mechanism Policy.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on Behalf of the Board
For, AMRADEEP INDUSTRIES LIMITED
PLACE: AHMEDABAD
DATE: 28.08.2015 Sd/-
(MAHENDRA GANATRA)
CHAIRMAN
Mar 31, 2013
The Directors here by present the 28th Annual Report together with the
Audited statements of Accounts for the financial year ended on 31st
March 2013.
OPERATIONS REVIEW:
During the year under review due to financial crisis company has not
carried out any business activities and faces huge set back. So company
not in position to generate any revenue from the operation but due to
some fixed cost company posted Net Loss of Rs. 313682.
DIVIDEND:
Your Directors have not declared any dividend during the year under
review due to loss incurred.
FIXED DEPOSIT:
During the year, the Company has not accepted any fixed deposits under
Section 58A of the Companies Act, 1956.
DIRECTORS:
Mr. Shankar Prasad Bhagat Director of the Company is retires by
rotation at the ensuing Annual General Meeting and being eligible,
offer himself for reappointment.
AUDITORS AND AUDITORS'' REPORT:
M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
The observations made by the Auditors'' in their Auditors'' Report and
the Notes on Accounts referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required
under the provisions of Clause 49 of the listing agreement forming part
of this report is annexed herewith.
CORPORATE GOVERNANCE REPORT:
Your Company has been complying with the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement. A
separate report on Corporate Governance along with Auditors''
Certificate on compliance with the Corporate Governance norms and
stipulated in Clause 49 of the Listing Agreement, forming part of this
report is annexed herewith.
PARTICULARS OF STAFF:
The statement showing particulars of employees under section 217(2A) of
the Companies Act, 1956, read with the companies (Particulars of
Employees) Rules, 1975, as amended, is not required to be given as
there were no employees coming within the purview of this section.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 217(1)(e) of the Companies Act 1956,
are not applicable to Company, as our Company has not carried out in
the manufacturing activities.
The foreign exchange earning on account of the operation of the Company
during the year was Rs. Nil.
By Order of the Board
For, AMRADEEP INDUSTRIES
LIMITED
PLACE: AHMEDABAD
DATE: 30.08.2013 Sd/-
(MAHENDRA GANATRA)
CHAIRMAN
Mar 31, 2012
The Directors here by present the Twenty Seventh Annual Report on
business and operations of the Company together with the Audited
statements of Accounts for the financial year ended on 31st March 2012.
OPERATIONS REVIEW:
During the year under review due to sluggish market condition and
financial crisis company faces huge set back. So company not in
position to generate any revenue from the operation but due to some
fixed cost company posted Net Loss of Rs. 303133.
The management has taken measures as part of its continuous
improvements to strengthen operations and viability.
DIVIDEND:
Your Directors have not declared any dividend during the year under
review due to loss incurred.
FIXED DEPOSIT:
The Company has not accepted any deposit from the public pursuant to
the provisions of Section 58A of the Companies Act, 1956.
DIRECTORS:
Mr. Mahendra Ganatra Director of the Company is retires by rotation at
the ensuing Annual General Meeting and being eligible, offer himself
for reappointment.
AUDITORS AND AUDITORS' REPORT:
M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
The observations made by the Auditors' in their Auditors' Report and
the Notes on Accounts referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required
under the provisions of Clause 49 of the listing agreement forming part
of this report is annexed herewith. The Audit Committee of the Company
has regularly reviewed internal Control System of the company.
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under section 217(2A) of
the Companies Act, 1956, read with the companies (Particulars of
Employees) Rules, 1975, as amended, is not required to be given as
there were no employees coming within the purview of this section.
CORPORATE GOVERNANCE REPORT:
Your Company perceives Corporate Governance as an endeavor for
transparency and a wholehearted approach towards continuous enhancement
of shareholders' value. Your Company has been complying with the
conditions of Corporate Governance as stipulated in Clause 49 of the
Listing Agreement. Further, the Board of Directors of your Company
constituted a Committee known as Corporate Governance Committee, which
recommends the best practices in the Corporate Governance.
A separate report on Corporate Governance along with Auditors'
Certificate on compliance with the Corporate Governance norms and
stipulated in Clause 49 of the Listing Agreement, forming part of this
report is annexed herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 217(1)(e) of the Companies Act 1956,
are not applicable to our Company, as our Company has not carried out
in the manufacturing activities.
The foreign exchange earning on account of the operation of the Company
during the year was Rs. Nil. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors of your Company confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
iii) 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 detecting fraud and other
irregularities;
iv) Directors have prepared the accounts on a "going concern basis".
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on Behalf of the Board
For, AMRADEEP INDUSTRIES LIMITED
PLACE: AHMEDABAD
DATE: 03.08.2012
(SHANKAR PRASAD BHAGAT)
CHAIRMAN
Mar 31, 2011
To The Shareowners of AMRADEEP INDUSTRIES LIMITED
The Directors hereby present the Annual report of your Company
together with audited accounts for the accounting year ended on 31st
March, 2011.
FINANCIAL RESULTS: (Amt. In Rs.)
PARTICULARS 2010-2011 2009-2010
Sales and Other Income 988 23,41,25,940
Profit / (Loss) Before Depreciation (2,34,716) (1,12,898)
Depreciation 0 0
Profit/ (Loss) Before Tax (2,34,716) (1,12,898)
Provision for Tax 0 0
Net Profit/ (Loss) for the year
After Tax (2,34,716) (1,12,898)
Paid up Equity Shares Capital 6,60,69,000.00 6,60,69,000.00
DIVIDEND:
Your directors regret their inability to recommend any dividend for the
year under review due to inadequate profit.
OPERATIONS:
During the year under review the company has incurred loss of Rs.
2.34.716/- compared to loss Rs.,12,898 of last year. However, your
directors are confident of achieving good results of the Company in
future years.
The income during the year consists of profit from commodity forward
transaction.
MANAGEMENT DISCUSSION & ANALYSIS:
THREATS:
Your company faces normal market competition in its business. The
profitability is subject to availability of product in sufficient
quantity and demand of the global market.. Being Agricultural product,
the supply depends upon the vagaries of monsoon.
RISK AND CONCERNS:
Your company is exposed to the normal industry risk factors of economic
cycle and credit risk. The company manages these risks by maintaining a
conservative financial profile, and by following prudent business and
risk management practices.
INTERNAL CONTROLS & SYSTEMS:
A comprehensive system of internal inspection and audit is in place in
your company to monitor internal control system. The scope and coverage
of the Audit is reviewed by time to time to make it more focused and
effective.
HUMAN RESOURCE MANAGEMENT:
During the year under review the employee attrition is minimal. The
management continues its efforts on imparting training to Staff members
with the view to upgrade their competence and managerial quality. The
Industrial relations in your company continued to be cordial in the
year 2010-2011.
CAUTIONARY STATEMENT:
Statements in the Management Discussion and Analysis describing the
Company's objectives, projections, estimates, expectations may be
"forward-looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that could make a
difference to the Company's operations include economic conditions,
changes in Government regulations, tax laws and other statues and other
incidental factors.
PUBLIC DEPOSITS:
Your Company has not accepted any deposit from the public during the
year under review.
DIRECTORS:
Mr. Nilesh Kava, director, retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
DIRECTOR'S RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE
COMPANIES ACT, 1956.
The Directors confirm that
- In the preparation of the annual accounts, the applicable accounting
standards have been followed by the Company;
- Such accounting policies have been selected and consistently applied
and judgments and estimates made 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 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 the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
- Annual account has been prepared on a going concern basis.
CORPORATE GOVERNANCE
Your directors are happy to report that your company is fully compliant
as on 31st March 2011 with the SEBI guidelines on Corporate Governance
as incorporated in Clause 49 of the Listing Agreement with the Stock
exchanges.
A detailed report on this subject forms part of this report.
LISTING AGREEMENT:
The securities of the company are listed with the Bombay Stock Exchange
Limited (BSE), Mumbai and Ahmedabad Stock Exchange Ltd, Ahmedabad. The
company has paid the annual listing fees for the year 2011-2012.
APPOINTMENT OF AUDITORS:
M/s. Y. D. & Co.,, Chartered Accountants, Ludhiana, are proposed to be
re-appoint as auditor of the company for the financial year 2011-2012.
The auditors of the Company retire at the forthcoming Annual General
Meeting. The board will fix the remuneration of newly appointed
auditors of the company. The necessary certificate under section
224(1B) of the Companies Act, 1956 has been received from the auditor.
The Statutory Auditors of the Company have submitted auditor's report
on the accounts of the Company for the accounting year ended 31st
March, 2011 which is self-explanatory and needs no comments.
INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:
As required under rule 3 of the companies (Disclosure of Particulars in
the report of board of directors) Rules 1988, the particulars relating
to the conservation of energy, Technology absorption and there are no
foreign exchange earnings and outgo during the year.
PARTICULARS REGARDING EMPLOYEES:
There are no employees covered under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975 as amended and hence no information is required to be furnished.
ACKNOWLEDGEMENT:
The Directors sincerely express their deep appreciation to the Employee
at all levels, Shareholders, Banks, Customers for their sustained
support and co à operation during the year. Your Directors also
acknowledge the support and guidance received from the RBI, SEBI, ROC,
Stock Exchanges and other Regulatory Bodies. Banks and other Financial
Groups also deserve special appreciation for significant contribution
to your Company's operations.
For and on behalf of the Board of Directors
Place: Ahmedabad
Date : 12.05.2011 (Chairman)
Mar 31, 2010
The Directors hereby present the Annual report of your Company
together with audited accounts for the accounting year ended on 31st
March, 2010
FINANCIAL RESULTS:
YEAR ENDED YEAR ENDED
PARTICULARS 31.03.2010 31.03.2009
Sales and Other Income 23,41,25,940 16,63,464.00
Profit / (Loss) Before Depreciation (1,12,898) 866.00
Depreciation 0 0.00
Profit/ (Loss) Before Tax (1,12,898) 866.00
Provision for Tax 0 0.00
Net Profit/ (Loss) for the year After Tax (1,12,898) 866.00
Paid up Equity Shares Capital 6,60,69,000.00 6,60,69,000.00
DIVIDEND :
Your directors regret their inability to recommend any dividend for the
year under review due to inadequate profit.
OPERATIONS :
During the year under review the company has incurred loss of Rs.
1,12,898/- compared to profit of Rs.866 of last year. However, your
directors are confident of achieving good results of the Company in
future years.
The income during the year consists of profit from commodity forward
transaction.
PUBLIC DEPOSITS:
Your Company has not accepted any deposit from the public during the
year under review.
DIRECTORS:
During the year Mr.Ramesh Patel and Pushpa Patel resigned form the
directorship of the company w.e.f 15.07.2009 due to their
pre-occupation. Mr. Bhavesh Panchal , Nilesh Kava and Anand Trivedi
appointed as additional, Directors will retire at the ensuing Annual
General Meeting. Mr. Anand Trivedi and Mr. Bhavesh Panchal resigned
from the directorship of the Company w.e.f 18.12.2009 & 20.02.2010
respectively, due to their pre-occupation. Company has received notice
under section 257 for appointment of Nilesh Kava as director of the
company retiring by rotation.
Mr. Mahendra Ganatra, director, retires by rotation at the ensuing
Annual General Meeting and being eligible offers himself for
re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE
COMPANIES ACT, 1956.
The Directors confirm that
- In the preparation of the annual accounts, the applicable accounting
standards have been followed by the Company;
- Such accounting policies have been selected and consistently applied
and judgments and estimates made 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 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 the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
Annual account has been prepared on a going concern basis.
CORPORATE GOVERNANCE
Your directors are happy to report that your company is fully compliant
as on 31st March 2010 with the SEBI guidelines on Corporate Governance
as incorporated in Clause 49 of the Listing Agreement with the Stock
exchanges.
A detailed report on this subject forms part of this report.
LISTING AGREEMENT:
The securities of the company are listed with the Bombay Stock Exchange
Limited (BSE), Mumbai and Ahmedabad Stock Exchange Ltd, Ahmedabad. The
company has paid the annual listing fees for the year 2010- 2011.
AUDITORS & AUDITORS REPORT :
M/s. Arvind Thakkar & Co., Auditors of the Company, retire and are
eligible for reappointment. The members at the ensuing Annual General
Meeting are requested to consider their reappointment for the year to
hold the office until the conclusion of the next Annual general
Meeting. The Board recommends their appointment.
Notes forming part of the accounts, which are specifically referred to
by the Auditors in their Report are self explanatory and therefore do
not call for any further comments.
INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 :
As required under rule 3 of the companies (Disclosure of Particulars in
the report of board of directors) Rules 1988, the particulars relating
to the conservation of energy, Technology absorption and there are no
foreign exchange earnings and outgo during the year.
PARTICULARS REGARDING EMPLOYEES:
There are no employees covered under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975 as amended and hence no information is required to be furnished.
ACKNOWLEDGEMENT :
The Directors sincerely express their deep appreciation to the Employee
at all levels, Shareholders, Banks, Customers for their sustained
support and co à operation during the year. Your Directors also
acknowledge the support and guidance received from the RBI, SEBI, ROC,
Stock Exchanges and other Regulatory Bodies. Banks and other Financial
Groups also deserve special appreciation for significant contribution
to your Companys operations.
For and on behalf of the Board of Directors
Place : Ahmedabad
Date : 04.09.2010. Sd/-
(Chairman)
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