FOR THE FINANCIAL YEAR 2017-18
To,
The Shareholders,
The Directors have pleasure in presenting their 35th Annual Report of the Company
together with the Audited Statement of Accounts for the year ended 31st March, 2018.
BUSINESS HIGHLIGHTS
THE COMPANY IN FINANCIAL YEAR 2017-18 ENTERING INTO NEW MARKET THROUGH JOINT VENTURE
WITH TWO WELL ESTABLISHED BRANDS STRI & KAXIAA OPERATING IN WHOLESALE AND RETAIL
MARKET OF GARMENTS SEGMENT WHICH HAVE GAINED GOOD RECOGNITION FROM THE MARKET .APLAYA
CREATIONS WILL OPERATE BY OPENING SHOWROOMS IN INDIA AND IN F.Y. 2017-18 COMPANY HAS OPEND
5 (FIVE) STORES IN INDIA AND PLANNING TO ENTER INTO NEW TIE-UPS IN COMING FUTURE.
FINANCIAL RESULTS
The Financial Results are stated as under:
|
(Rs.) |
(Rs.) |
PARTICULARS |
Year Ended 31.03.2018 |
Year Ended 31.03.2017 |
Sales & Operating Income |
114,610,000 |
102,760,000 |
Other Income |
2,351,000 |
4,743,000 |
Total Expenditure with |
|
|
Depreciation |
116,654,000 |
107,262,000 |
Gross Income/ (Loss) before |
|
|
Taxation |
307,000 |
241,000 |
Provision for Taxation |
91,000 |
37,000 |
Net Profit/(Loss) |
2,16,000 |
204,000 |
The Company has prepared its first Indian Accounting Standards (Ind AS) compliant
Financial Statements for the periods commencing from April 1, 2017 with restated
comparative figures for the year ended March 31, 2017 in compliance with the Ind AS. The
Company has prepared these financial statements in accordance with Ind AS notified under
Section 133 of the Companies Act, 2013. Accordingly the Balance Sheet, in line with Ind AS
transitional provisions has been prepared as at April 1, 2016, the date of Company's
transition to Ind AS
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
During the year under review, your company has earned profit after tax of Rs. 2,
16,000/- during the current financial year as against Rs. 2, 04,000/- earned during the
previous financial year. Profit before tax is Rs. 3, 07,000/- as compared to Rs. 2,
41,000/- 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
No change in the name of the company or nature of business of the company.
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 2018 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 31.03.2018, the company held no deposit in any form from anyone. There was no
deposit held by the company as on 31.03.2018, 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.
PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186
During the period under review, Company has given loan and advances and same has been
disclosed Note No.10 of financial statement as per 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, 2018 till the date of this report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company is of the view that currently no significant risk
factors are present which may threaten the existence of the company. During the year,
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 proceduresperiodically.
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 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.
Date |
No. of Directors |
No. of Directors |
|
|
Present |
30/05/2017 |
5 |
5 |
06/07/2017 |
7 |
7 |
11/08/2017 |
5 |
5 |
12/09/2017 |
5 |
5 |
16/10/2017 |
5 |
5 |
12/12/2017 |
5 |
5 |
14/02/2018 |
5 |
5 |
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
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, 2018, the Board consists of 5 members. Out of which one is the
Managing Director, One is Non-Executive Director & CFO, two Independent Directors and
one Woman Director being Non-executive & Non- Independent Director on the Board of the
Company. The Board has undergone changes from the closure of financial year 2017-18 till
31st March, 2018 as mentioned below:-
Name of Director/KMP |
Appoitment/Resignation |
Date of Intimation |
Sachin Somiya |
Resignation |
30/06/2017 |
Dipak Kumar Sharma |
Resignation |
30/06/2017 |
Pramod Kumar Kushawaha |
Appointment |
30/06/2017 |
Gaurav Kumar Pandey |
Appointment |
30/06/2017 |
Shivani Shukla |
Appointment |
30/06/2017 |
Raushan Kumar Thakur |
Appointment |
30/06/2017 |
Ramwatar Gupta |
Resignation |
06/07/2017 |
Pramod Kumar Gupta |
Resignation |
06/07/2017 |
Pramod Kumar Kushawaha |
Resignation |
11/08/2017 |
Gaurav Kumar Pandey |
Resignation |
11/08/2017 |
Ivan Anil William Dsouza |
Appointment |
11/08/2017 |
Rukiya Begum Anwer Pasha |
Appointment |
11/08/2017 |
Pinki Gupta |
Resignation |
16/10/2017 |
Pratyaksh Shivam |
Resignation |
16/10/2017 |
Vishakha Gupta |
Appointment |
16/10/2017 |
Ivan Anil William Dsouza |
Resignation |
14/02/2018 |
Rukiya Begum Anwer Pasha |
Resignation |
14/02/2018 |
Kanishk Kumar |
Appointment |
14/02/2018 |
Shaswat Sinha |
Appointment |
14/02/2018 |
Sushma Khanna |
Appointment |
14/02/2018 |
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) provisions under the Companies Act, 2013; and
(c) SEBI Insider Trading Regulation, 2015.
(d) SEBI (LODR) Regulations, 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.
INDEPENDENT DIRECTORS DECLARATIONS
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 associatecompany.
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.
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, 2018,
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
M/s Vijay Darji & Associates (Chartered Accountants) (FRN: 118614W) who are
Statutory Auditors of the company.
AUDITORfS 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. Devesh Arora, Practicing Company Secretary was appointed to conduct the secretarial
audit of the Company for the financial year 2017-18, as required under Section 204 of the
Companies Act, 2013 and Rules there under. The Secretarial Audit Report for F.Y 2017-18
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 2017-18 which
are as follows-
1. Mr. Pratyaksh Shivam designated as Company Secretary was resigned from the
Company on 16th October, 2017.
2. Mr. Pramod Kumar Gupta designated as CFO was resigned from the company on 6th
July, 2017
3. Show Cause Notices were received to the company from SEBI during the year in the
matter of preferential allotment made by the company and accordingly reply has been
submitted to the authority by the concerned employee.
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 2017-18. 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 2017-18, 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 pre- clearance 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
No material orders were issued in the name of the company in the financial year
2017-18. The company received show cause notice from SEBI in respect of preferential
allotment made by the company and a notice from Income Tax Department.
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. Raushan
Kumar Thakur Chairman & Managing Director, Mr. Shaswat Sinha Non- Executive Director
& CFO, Mrs. Vishakha Gupta Independent Director, Mr. Kanishk Kumar Independent
Director and Mrs. Sushma Khanna Non Executive Director of the Company.
3. The company's management has undergone changes from the closure of financial year
2017-18 till 31st March, 2018 with appointment & resignation of various personnel on
the position of Managing Director, Director(s) and CFO.
4. The secured debt of the company is Nil.
5. The Promoters holding is consists of 1, 37, 64,500 equity shares of
Rs.1/- each amounting to 9.57%.
6. 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 |
Sd/- |
Sd/- |
Raushan Kumar Thakur |
Sushma Khanna |
(Managing Director) |
(Director) |
DIN:-07837321 |
DIN:- 06436566 |
Date-14.07.2018 |
|
Place- Delhi |
|