Your Directors have great pleasure in presenting the 18th Annual Report together with
the Audited Accounts of the Company for the year ended at 31st March, 2021.
FINANCIAL RESULTS
The summarized performance of the Company for the years 2020-21 and 2019-20 is given
below:
|
(Amount in Rupees) |
|
For Financial Year Ended |
| Particulars |
31st March, 2021 |
31st March, 2020 |
| Total Income |
33,32,858.00 |
28,70,006.00 |
| Total Expenditure |
33,34,396.00 |
26,25,447.25 |
| Profit before Tax |
(1,538.00) |
2,44,558.74 |
| Less: Tax Expense |
26,518.00 |
2,11,998.00 |
| Profit / (Loss) After Tax |
(28,056.00) |
32,560.74 |
FINANCIAL PERFORMANCE
During the year under review, the Company's income is Rs. 33,32,858.00/- as against
income of Rs 28,70,006/- in 2019-20. The net profit/loss after tax during the year is Rs.
(28,056.00/-) as against the net profit of Rs. 32,560.74- in the previous year.
RESERVE AND SURPLUS
The Reserves and Surplus is Rs. 31,29,777/- as on the end of the Current year and the
Profit/loss of the Current year Rs. (28,056.00/-) has been transferred to Reserve and
Surplus.
DIVIDEND
To plough back the profits in to the business activities, no dividend is recommended
for the financial year 2020-21.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business during the year under review.
CHANGE OF REGISTERED OFFICE
During the year under Review, there has been no change in the registered office of the
company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year of the Company and
date of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company maintains appropriate systems of internal control, including monitoring
procedures, to ensure that all assets are safeguarded against loss from unauthorized use
or disposition. Company policies, guidelines and procedures provide for adequate checks
and balances and are meant to ensure that all transactions are authorized, recorded and
reported correctly.
RISK MANAGEMENT POLICY
The Company has devised and implemented a mechanism for risk management and has
developed a Risk Management Policy. The Policy provides identifying internal and external
risks and implementing risk mitigation steps.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND
ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2021, provision of section 129
of the Companies Act, 2013 is not applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report regarding the compliances with conditions of
Corporate Governance as per Chapter IV of SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 is annexed to this report.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
STATE OF COMPANY AFFAIRS:
There are no order against the Company and the smooth running of business enhancing the
profitability of the company.
FAMILIARIZATION PROGRAMME
The Company at its various meetings held during the Financial year 2020-21 had
familiarize the Independent Directors with regard to the roles, rights, responsibilities
in the Company, nature of the industry in which the Company operates, the Business models
of the Company etc. The Independent Directors have been provided with necessary documents,
reports and internal policies to familiarize then with the Company's policies, procedures
and practices.
Periodic presentations are made to the Board and Board Committee meeting on Business
and performance updates of the Company, Business strategy and risks involved.
Quarterly updates on relevant statutory changes and judicial pronouncements and
encompassing important amendments are briefed to the Directors.
STATUTORY AUDITORS
In Terms of the provisions of Section 139 of the Companies Act, 2013, The Board has
appointed M/s. Rakesh Batra & Co., (Firm Registration Number-020461N) as the statutory
auditors of the Company from the conclusion of this Annual General till the conclusion of
23rd Annual General Meeting of the company and fix their remuneration and recommend the
same to the shareholders at the AGM.
AUDITORS' REPORT
The Notes on Financial Statements referred to in the Auditors Report are
self-explanatory and therefore, in the opinion of the Directors, do not call for further
comments.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form MGT 9 has been annexed to the Report as
Annexure A.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review. There was no
foreign exchange earning & outgo during the financial year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions
related to Corporate Social Responsibility on the basis of its financial statement.
DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review, there was no change in the composition of Board of
Directors during the financial year.
b) Declaration by an Independent Director(s) and re- appointment, if any
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, and Listing
Agreement.
c) Formal Annual Evaluation of Board
Pursuant to the provisions of companies Act, 2013, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
committee.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
a. BOARD MEETINGS
During the year Seven (07) Board Meetings were convened and held on 28.05.2020,
28.07.2020, 31.08.2020, 12.09.2020, 03.10.2020, 11.11.2020 and 11.02.2021.
COMPOSITION AND MEETINGS OF AUDITCOMMITTEE
Our Company has constituted an audit committee ("Audit Committee"), as per
the provisions of Section 177 of the Companies Act, 2013.
The committee presently comprises following three (3) directors. Mr. Amit Kumar Gupta
is the Chairman of the Audit Committee.
| Name of Member |
Designation |
Category |
No. of meetings |
| Mr. Amit Kumar Gupta |
Chairman |
Independent Director |
4 |
| Mr. Agusteen Kacchap |
Member |
Non-Independent Non Executive Director |
4 |
| Ms. Gita Devi |
Member |
Independent Director |
4 |
COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE
Our Company has constituted a Stakeholders relationship Committee to redress the
complaints of the shareholders. The committee currently comprises of three (3) Members.
Mr. Amit Kumar Gupta is the Chairman of the Stakeholders relationship Committee.
| Name of Member |
Designation |
Category |
No. of meetings |
| Mr. Amit Kumar Gupta |
Chairman |
Independent Director |
4 |
| Mr. Agusteen Kacchap |
Member |
Non-Independent Non Executive Director |
4 |
| Ms. Gita Devi |
Member |
Independent Director |
4 |
NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee to align with
the requirements prescribed under the provisions of the Companies Act, 2013. The committee
currently comprises of three (3) Members. Mr. Amit Kumar Gupta is the Chairman of the
Nomination and remuneration committee.
The details of the Composition of the Nomination and Remuneration Committee are given
below:
| Name of Member |
Designation |
Category |
No. of meetings |
| Mr. Amit Kumar Gupta |
Chairman |
Independent Director |
4 |
| Mr. Agusteen Kacchap |
Member |
Non-Independent Non Executive Director |
4 |
| Ms. Gita Devi |
Member |
Independent Director |
4 |
INDEPENDENT DIRECTOR MEETING
The Company has duly conducted Independent Director Meeting on February 11, 2021 to
align with the requirements prescribed under the provisions of the Companies Act, 2013.
The committee currently comprises of three (3) Directors. Mr. Amit Kumar Gupta is the
Chairman of the remuneration committee.
The details of the Composition of the Independent Director Meeting are given below:
| Name of Member |
Designation |
Category |
No. of meetings |
| Mr. Amit Kumar Gupta |
Chairman |
Independent Director |
4 |
| Mr. Agusteen Kacchap |
Member |
Non-Independent Non Executive Director |
4 |
| Ms. Gita Devi |
Member |
Independent Director |
4 |
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of
Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for
its Directors and employees. In order to ensure that the activities of the Company and its
employees are conducted in a fair and transparent manner by adoption of highest standards
of professionalism, honesty, integrity and ethical behavior the company has adopted a
vigil mechanism policy. This policy is explained in corporate governance report and also
posted on the website of company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year, Company has provided Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013, detail of the same has been
provided in the same.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which may
have a potential conflict with the interest of the Company at large. The details of
transactions with the Company and related parties are given for information under notes to
Account.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN A WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
In order to prevent sexual harassment of women at workplace; the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are
effective in the Company. Under the said Act every company is required to set up an
Internal Complaints Committee to look into complaints relating to sexual harassment at
workplace of any women employee. The Company has in place an Anti Sexual Harassment Policy
in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual,
temporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed off
during the year:
a. No. of Complaints received: 0 b. No. of Complaints disposed off : 0
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
Board has on the recommendation of the Nomination & Remuneration Committee framed a
Policy for Selection and appointment of Directors, Senior management and their
Remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed Mr. Ankit Singhal, Proprietor of M/s Ankit Singhal & Associates, Company
Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor
Report provided By the Secretarial Auditor in Form No MR-3 has been enclosed as Annexure
B.
Comments on the Qualifications:
i) With reference to late intimation to Stock Exchange, The Company will keep a track
on his and assure that all intimation will send to the Stock exchange timely in future.
ii) The Company assures that in future all the e-forms will be filed in due time to
avoid the late fees.
iii)In Future the Company will try to do all the compliances in time.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
BSE Limited vide notice no. 20190318-41 dated 18.03.2020, suspend the trading in Equity
shares of the company w.e.f April 9, 2020 on account of non-compliance with Regulation 17
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for two
consecutive quarters i.e., September 2018 & December 2018.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given herein below:
The information required pursuant to Section 197(12) read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Employees of the Company, will be provided on request. In terms of Section 136 of the Act,
the reports and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule 5(2) of the said rule
which is available for inspection by the Members at the Registered Office of the Company
during the business hours on working days of the Company upto the date of ensuing Annual
General Meeting. If any Member is interest in inspecting the same, such Member may write
to the Compliance officer in advance.
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
| Sr. No. Name of Director/KMP and Designation |
Remuneration of Director/ KMP for FY 2020-21 (Rs. In Lakhs) |
% increase in Remuneration in FY 2020-21 |
Ratio of Remuneration of Director to Median Remuneration of employees |
| 1. Mr. Vinay Kumar, Whole Time Director |
Nil |
Nil |
Nil |
The number of permanent employees as on 31st March 2021 was 1.
Average of remuneration of employees excluding KMPs Nil
No employee's remuneration for the year 2020-21 exceeded the remuneration of any of the
Directors.
Company's performance has been provided in the Directors' Report which forms part of
the Board
Report.
The key parameter for the variable component of key managerial personnel(s) is linked
with Company performance and Individual performance.
The remuneration of Directors, KMPs and other employees is in accordance with the
Remuneration Policy of the Company.
STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE
COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIAL
YEAR ENDED MARCH 31, 2021 NOT APPLICABLE
CORPORATE GOVERNANCE
A report on Corporate Governance along with a certificate regarding the compliances
with conditions of Corporate Governance as per Chapter IV of SECURITIES AND EXCHANGE BOARD
OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 is annexed to
this report.
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 had
been followed along with proper explanation relating to material departures; (b) the
directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the company at the end of the financial year and of the profit
and loss of the company for that period;
(c) The directors had taken proper and sufficient care for 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; (d)
he directors had prepared the annual accounts on a going concern basis; and (e) The
directors, in the case of a listed company, had laid down internal financial controls to
be followed by the company and that such internal financial controls are adequate and were
operating effectively. (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.
ACKNOWLEDGEMENT AND APPRECIATION
The Directors take this opportunity to thank Company's customers, shareholders,
suppliers, bankers, Central and State Government for their consistent support to the
Company. The Board also wishes to place on record their appreciation for the hard work,
dedication and commitment of the employees at all levels. The enthusiasm and unstinting
efforts of the employees have enabled the Company to grow in the competitive environment
.The Board looks forward to their continued support and understanding in the years to
come.
| Date: 03.09.2021 |
|
| Place: New Delhi |
|
|
By Order of the Board |
|
For Amsons Apparels Limited |
|
Sd- |
Sd- |
|
Augusteen Kachhap |
Amit Kumar Gupta |
|
Director |
Director |
|
DIN: 07628217 |
DIN: 06929401 |
|