To,
The Shareholders,
The Directors have pleasure in presenting their 33rd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2016.
FINANCIAL RESULTS
The Financial Results are stated as under:
(Rs.) (Rs.)
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PARTICULARS
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Year Ended 31.03.2016
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Year Ended 31.03.2015
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Sales & Operating Income
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21,42,52,544.00
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11,85,35,238.00
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Other Income
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-
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-
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Total Expenditure with Depreciation
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212,943,786.72
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11,44,69,094.08
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Gross Income/ (Loss) before Taxation
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13,08,757.28
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40,66,143.93
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Provision for Taxation
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3,73,052
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12,63,667
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Net Profit/(Loss)
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9,35,705.28
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28,02,476.93
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STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
During the year under review, your company has earned profit after tax of Rs. 935,705.28/- during the current financial year as against Rs. 28,02,476.93/- earned during the previous financial year. Profit before tax is Rs. 1,308,757.28/- as compared to Rs. 40, 66,143.93/- in previous year. The company has object of carrying on business of readymade garments and trading of sarees.
CHANGE IN NATURE OF BUSINESS, IF ANY
The company changed its name from EINS EDUTECH LIMITED to APLAYA CREATIONS LIMITED and also changed its Main Object activity from Education business to Readymade Garments & Trading of Sarees.
DIVIDEND
In view of the carry forward losses incurred in the earlier years and pursuant to section 123 of the Companies Act, 2013, the board regrets its inability to declare any dividend for the year under review.
AMOUNT TRANSFERRED TO RESERVES
No amount has been transferred in reserves during the current financial year.
CHANGES IN SHARE CAPITAL, IF ANY
The paid up Equity Share Capital as on 31st March 2016 was Rs. 14,38,00,000. There have been no changes in the capital structure of the Company as no new shares were issued by the Company during the period under consideration.
DEPOSITS
As on 31.03.2016, the company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2016, which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public.
CORPORATE GOVERNANCE
As per the directions of SEBI and the BSE Ltd., accordingly the company has been adhering to the directions and guidelines as required. The report on the code of corporate governance is annexed separately in this Annual report.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:
a) Conservation of Energy:
Since the company is not engaged in any manufacturing activity, issues relating to conservation of energy are not quite relevant to its functioning.
b) Technology Absorption:
Since the company is not engaged in any manufacturing activity, issues relating to Technology Absorption are not quite relevant to its functioning.
c) Foreign Exchange Earnings/Outgo:
PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186
During the period under review, no loans and guarantees were provided by the Company under the provisions of Section 186 of Companies Act, 2013.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company- 31st March, 2016 till the date of this report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The company's management systems, organizational structures, processes, standards, code of conduct and behavior together form a complete and effective Risk Management System (RMS).
DIRECTORS
The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company.
Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.
BOARD EVALUATION
Reg. 17 of SEBI (LODR) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.
NUMBER OF MEETINGS OF THE BOARD
The Board met 7(Seven) times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
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Date
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No. of Directors
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No. of Directors Present
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21/04/2015
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5
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5
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28/05/2015
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5
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5
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24/06/2015
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5
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5
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12/08/2015
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5
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5
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5/11/2015
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5
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5
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7/01/2016
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5
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5
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13/02/2016
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5
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5
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The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2016, the Board consists of 5 members. Out of which one is the Managing Director, One is Executive Director & CFO, two Independent Directors and one Woman Director is Chairman and Non-executive Director on the Board of the Company.
The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.
The Company has organized the following workshops for the benefit of Directors and Independent Directors:
(a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act, 2013; and
(d) SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.
COMMITTEES OF THE BOARD
Currently, the Board has 3(three) committees: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee.
A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary or associate company;
2. They are not directors in the company, its holding, subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
5. Independent Director, neither himself nor any of his relatives —
- holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;
- is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013
The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards in the adoption of these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed.
2. 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 at the end of the financial year and of the profit and loss of the Company for that period.
3. The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities.
4. The directors have prepared the annual accounts on a going concern basis.
5. The directors have laid down internal financial controls, which are adequate and are operating effectively.
6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
AUDITORS
STATUTORY AUDITORS
At the Postal Ballot Result announced on February 5, 2015, M/s. Agarwal Desai And Shah, Chartered Accountants (Firm Regn. No- 124850W), Mumbai were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Agarwal Desai And Shah, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
AUDITOR’S REPORT
The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 134 of the companies Act, 2013.
SECRETARIAL AUDITOR
Mr. Nitesh Chaudhary, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for FY 2015-16 forms part of the Annual Report and part of the Board's report as Annexure -I.
Secretarial Auditor Report contains some observations and remarks for F.Y 2015-16 which are as follows-
1. Delayed filing of forms with ROC during the audit period.
2. The securities of company were suspended as per BSE order number L/DOSSPK/INV/COM/511064/1 dated August 24, 2015, suspension of trading in the securities of the company w.e.f August 27, 2015 due to surveillance measure.
3. Non-compliance of Clause 41 & Clause 54 as per BSE Order dated August 24, 2015.
4. Company received one shareholder complaint.
The board will ensure and keep a check on compliance team and ensure that all compliances and filing of forms in future are done within the prescribed time period and no non-compliances or delayed compliances take place.
COST AUDITORS
Appointment of Cost Auditor is not applicable to the Company. Hence, the company has not appointed any Cost Auditor.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
As per Sec 188(1) of the Companies Act, 2013 there is no transaction entered with the related party during the Financial Year 2015-16. Form AOC-2 is attached as Annexure-III.
DETAILS OF SUBSIDIARY, JOINT VENTURES & ASSOCIATES
During the year under review, no company became or ceased to be a Subsidiary/Joint Venture/Associate of the Company.
PARTICULARS OF EMPLOYEES
The particulars of employees are given in Annexure-IV to this report as required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of under Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. For the F.Y 2015-16, no case of sexual harassment was pending at the beginning, no case was received during the year nor did any case stand pending at the closure of F.Y.
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
We view responsible conduct as a necessary input for long term business success. We accept responsibility for our business, or employees and society. That is how we define our corporate responsibility. But as per Section 135 of Companies Act, 2013 your company is out of the preview of this responsibility.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company.
The Company believes in Zero Tolerance against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website www.aplayacreations.com
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the Code. SIGNIFICANT AND MATERIAL ORDERS
The securities of the Company were suspended as per the Bombay Stock Exchange Ltd. Order Number L/DOSS/PK/INV/COM/511064/1 dated August 24, 2015, suspension of trading in the Securities of the Company was w.e.f. August 27, 2015 due to Surveillance Measure.
EXTRACT OF ANNUAL RETURNS
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed as Annexure -II.
1. The Paid up capital of the Company is Rs. 14,38,00,000/- consisting of 14,38,00,000 equity shares of face value of Re.1/- each.
2. The Board of Directors of the company consists of 5 Directors namely Mr. Ramawtar Gupta Chairman & Managing Director, Mr. Pramod Kumar Gupta Executive Director & CFO, Mr. Sachin Somaiya Independent Director, Mr. Dipak Kumar Sharma Independent Director and Ms. Pinki Gupta Non Executive Director of the Company.
3. The secured debt of the company is Nil.
4. The Promoters holding is consists of 1,37,64,500 equity shares of Rs.1 / - each amounting to 9.57%.
5. There was no un-paid dividend during the year.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates of the Company.
For and on behalf of the Board
For APLAYA CREATIONS LIMITED
Date-10.08.2016 Sd/- Sd/-
Place- Mumbai Ramawtar Gupta Pramod Kumar Gupta
(Managing Director) (Director)
DIN:-06365578 DIN:-05300735
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