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Amit Securities Directors Report, Amit Securities Reports by Directors

Amit Securities

BSE: 531557|ISIN: INE137E01014|SECTOR: Finance - General
, 16:01
Amit Securities is not listed on NSE
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Directors Report Year End : Mar '15    Mar 14
 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.
 * 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%.
                                                             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
 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.)
 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)
 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)
 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
 (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
 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.
 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.
 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.
 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.
 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
 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
 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
 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
 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.
 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.
 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.
 13.1 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
 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-
 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
 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
 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
 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.
 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,
 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
 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
 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.
 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
 The policy on Related Party Transactions as approved by the Board is
 uploaded on the Company''s website (Link:-
 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.
 18.1 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.
 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.
 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.
 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
 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.
 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.
 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.
 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.
 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.
 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.
 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.
 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
Source : Dion Global Solutions Limited
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