To
The Members,
Amit International Limited
Your directors present Annual report on the business and operations of the company
together with Audited Statement of Accounts of the company for the year ending 31st March
2024.
The particulars pursuant to sub section 3 of section 134 of the companies act, 2013 are
given below.
a) The web address, if any, where annual return referred to in sub-section (3) of
section 92 has been placed:
The Annual Return of the company as on 31st March, 2024 is available on the Company's
website on www.amitinternational.in
b) Number of meetings of the Board:
During the year 2023-24,5 meetings of Board of Directors were held.
c) Directors' Responsibility Statements:
The directors' state that
i) In the preparation of annual accounts for the financial year ended 31stMarch 2024,
the applicable accounting standards had been followed along with proper explanation
relating to material departures;
ii) 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 as at 31stMarch and of the profit / loss
of the company for that period;
iii) The directors had 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;
iv) The director had prepared the annual accounts on a going concern basis;
v) The director had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.
vi) The director had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
c) a) Details of frauds reported by auditors under
sub-section (12) of section 143 other than those which are reportable to the central
government.
Auditor has not reported any fraud under subsection (12) of section 143 of The
Companies Act, 2013.
d) A Statement on Declaration given by Independent Directors under sub-section (6) of
section 149.
The independent Directors have submitted declaration pursuant to Section 149(7)
confirming that he meets the criteria of independence pursuant to section 149(6). The
statement has been noted by Board of Directors.
e) If Company covered under sub-section (1) of section 178, company's policy on
directors' appointment and remuneration including criteria for determining qualifications,
positive attributes, independence of director and other matter provided under sub-section
(3) of section 178.
The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection and appointment of director and key managerial personal and
their remuneration. The policy is disclosed at "Annexure A" in pursuance of
provision to section 178(3) of the companies Act 2013.
The Company does not pay any remuneration to the Non-Executive/Independent Directors of
the company other than sitting fees for attending the meeting of the Board/Committee.
Remuneration to the Whole Time Director/Managing Director is governed by the relevant
provisions of the Companies Act, 2013.
f) Explanations or comments by the board on every qualification, reservation or adverse
remark or disclaimer made by the auditor in his report / by the company secretary in
practice in his secretarial audit report.
The disclosures made by the statutory auditors in the report are self explanatory and
no explanation by the board is required.
g) Particulars of loans, guarantees or investments under section 186 of Companies act,
2013
Company has not during the year under review (a) given any loan to any person or other
body corporate
(b) Given any guarantee or provide security in connection with a loan to any other body
corporate or person; and (c) Acquired by way of subscription, purchase or otherwise, the
securities of any other body corporate, Exceeding sixty percent of its paid-up share
capital, free reserves and securities premium account or one hundred per cent of its free
reserves and securities premium account, whichever is more and hence the particulars are
not required to be included in this report.
h) Particulars of contracts or arrangements with related parties referred to in
sub-section (1) of section 188 in the prescribed form(Form AOC-2)
The company has not entered into transactions referred to in section 188(1) of The
Companies Act, 2013 with related party and as such no particulars in form AOC-2 are
required to be attached to this report.
i) The state of Company's affairs (Amount in Lakhs)
There is no Material change in the state of affairs of the company. There is no Revenue
from operations. Other income of the company for the year ended 31/03/2023 was Rs29.48
Lakhs and the year ended 31/03/2024income of the company is Rs. 39.37 Lakhs. Company had a
Profit of Rs. 3.18 Lakhs for the year ended 31/03/2023 and Rs. 6.68 Lakhs for the year
ended 31/03/2024.
The Company has not issued any share capital or Debentures during the year. There is no
change in the status of the company or the accounting year.
j) The amount, if any, which it proposes to carry to any reserves
The Directors do not propose to carry any amount to reserves.
k) The amount, if any, which it recommends should be paid by way of dividend
The Directors do not recommend any amount to be paid by way of dividend.
l) Material Changes and commitments, if any, Affecting the Financial Position of the
Company which have occurred between the Ends of the financial year of the company to which
the financial statements relate and the date of the report.
There are no material changes and/or commitments affecting financial position of the
Company occurred after end of financial year till date of this report.
m) The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo in such manner as may be prescribed.
Information and details pursuant to Rule 8(3) of the companies (Accounts) Rules, 2014
with respect to above is given below:
(A) CONSERVATION OF ENERGY-
i) The steps taken or impact on conservation of energy: NIL
ii) The steps taken by the company for utilizing alternate sources of energy: NIL
iii) The capital investment on energy conservation equipments:NIL
(B) TECHNOLOGY ABSORPTION-
i) The efforts made towards technology absorption: Not Applicable
ii) The benefits derived like product improvement, cost reduction, product development
or import substitution: Not Applicable
iii) In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year)-
a. The details of technology imported: Not Applicable
b. The year of import: Not Applicable
c. Whether the technology been fully absorbed: Not Applicable
d. If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof: Not Applicable and
iv) The expenditure incurred on Research and Development: NIL
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign Exchange earned (actual inflows during the year): NIL
Foreign Exchange outgo (actual outflows): NIL
n) A statement including development and implementation of a Risk Management Policy for
the company including identification therein of elements of risk, if any, which in the
opinion of the board may threaten the existence of the company
The Directors do not foresee any risk that may threaten the existence of the company in
normal course. The Directors proposes to develop and implement specific Risk Management
Policy on identification of any risk.
o) The details about the policy developed and implemented by the company on corporate
social responsibility initiatives taken during the year;
Since the Net Worth of the company is below Five Hundred crores, Turnover of the
company is below One thousand crores, Net Profit of the company is below Fivecrores. The
provision of Section 135 of The Companies Act, 2013 are not applicable to the company and
hence the company is not required undertake any corporate Social Responsibility (CSR)
initiatives.
p) In case of a listed company and every other public company having such paid-up share
capital as may be prescribed, a statement indicating the manner in which formal annual
evaluation has been made by the Board of its own performance and that of its committees
and individual directors:
Pursuant to provision of the Companies Act, 2013 the board has carried out the annual
performance evaluation of its own performance as well as the evaluation of the Audit,
Nomination & Remuneration Committee.
The chairman of Board of directors and the chairman of Nomination & remuneration
Committee met all the directors individually to get an overview of the functioning of the
board and its constituents inter alia on the following board criteria i.e. attendance and
level of participation, independence of judgment exercised by independent directors,
interpersonal relationship etc. Based on the valuable inputs received the directors are
encouraged for effective role in company management.
q) Such other matters as may be prescribed.
(Pursuant to rule 8(5) of The Companies (Accounts) Rules, 2014)
i) The Financial summary or highlights(Amount in Lakhs)
The summary of financial Results (standalone) for the year under review is as under :
Particulars |
As on 24 |
As on 31/03/2023 |
Turnover and other income |
39.37 |
29.48 |
Interest and Financial Charges |
00.00 |
00.00 |
Depreciation and Amortization Expense |
00.00 |
00.00 |
Profit /Loss(-) Before Tax for the year |
8.63 |
3.90 |
Profit /Loss(-) After Tax for the year |
6.68 |
3.18 |
ii) The Change in the nature of business, if any:
There is no Material change in nature of business of the company.
iii) The Details of Directors or key managerial personnel who were appointed or have
resigned during the year:
Details of Appointment and Resignation of Director / KMP during the year areas under:-
Sr. No. |
Name |
Date of Appointment |
?ate of Resignation |
NIL |
(iiia) A statement regarding opinion of the Board with regard to integrity, expertise
and experience (including the proficiency) of the independent directors appointed during
the year:
No Independent director was appointed in the company during the year.
iv) The names of companies which have become or ceased to be its Subsidiaries, joint
ventures or associate companies during the year:
No company has become or ceases to be subsidiary, joint venture or associate company
during the year.
v) The details relating to deposits, covered under Chapter V of the Act,-
(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-
(i) At the beginning of the year: Not Applicable
(ii) Maximum during the year: Not Applicable
(iii) At the end of the year: Not Applicable
vi) The details of deposits which are not in compliance with the requirements of
Chapter V of the Act: NIL
vii) The 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: NIL
viii) The details in respect of adequacy of internal financial controls with reference
to the Financial Statements.
The company has in place adequate internal financial controls with reference to
financial statements. Periodic audits are undertaken on continuous basis covering all
major operation. During the year no Reportable Material weakness in the operation was
observed.
ix) A disclosure, as to whether maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by
the Company and accordingly such accounts and records are made and maintained.
Company is not required to maintain the cost records as specified by the Central
Government under subsection (1) of section 148 of the Companies Act, 2013.
x) A statement that the company has complied with provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has adopted a policy on prevention, prohibition and Redressal of Sexual
harassment at workplace and has duly constituted an Internal Complaints Committee in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
Disclosures under Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014
Sr. No. |
Requirement under Rule 5(1) |
Details |
(i> |
The ratio of the remuneration of each director to the median
remunerationof the employees of the company for the financial year. |
0.83% |
(ii) |
The percentage increase in remuneration of each director, chief
financial officer, Chief Executive officer, company secretary or manager, in the financial
year. |
There has been no increase in remuneration of directors. |
(iii) |
The percentage increase in the median remuneration of employees in the
financial year |
8.33% |
(hr) |
Number of permanent employees on the rolls of the company as on 318tMarch,
2024. |
2 |
(v) |
Average percentile increase already made in the salaries of the
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration. |
Percentile increase in salaries of employees = 27.08% and Percentile
decrease in Managerial remuneration = (5.88%) There are no exceptional circumstances. |
(vi) |
Affirmation that the remuneration is as per the remuneration policy of
the company. |
The company affirms remuneration is a per the remuneration policy of
the company |
No Employee of the company has been paid Remuneration in excess of limits laid down in
rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 and hence statement showing details thereof is not applicable.
Audit Committee
An Audit Committee is in existence under provisions of Section 177 of the Companies
Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Audit committee comprises of 3
directors namely Mr. Naresh Nanalal Vaghani, Mr. Kirti Jethalal Doshi and Smt. Rupa
Ramnikbhai Zaveri. Mr. Naresh Nanalal Vaghaniis the Chairman of the Audit Committee.
During the year there was no instance where the board had not accepted the Recommendation
of Audit Committee.
Vigil Mechanism / Whistle Blower Policy
Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Power) Rules, 2014, the Board of Director has adopted vigil
mechanism in the form of Whistle Blower Policy through which, its Directors, Employees and
Stakeholders can report their genuine concerns about unethical behaviors, actual or
suspected fraud or violation of the Company's code of conduct or ethics policy.
It is the Company's Policy to ensure that no employee is victimised or harassed for
bringing such incidents to the attention of the Company. The practice of the Whistle
blower Policy is overseen by the Audit Committee of the
Board and no employee has been denied access to the Committee.The said policy provides
for adequate safeguards a gainst victimization and also direct access to the higher levels
of supervisors.
Mr. Naresh Nanalal Vaghani, the Chairman of the Audit Committee can be contacted to
report any suspected/ confirmed incident of fraud / misconduct on:
Email id.:amitintl03@yahoo.com Contact no.: 022-2209 5533
Your Company hereby affirms that no Director/Employee has been denied access to the
Chairman of the Audit Committee and that no complaints were received during the year.
The Board of Directors place on records the services of all stakeholders and associates
who have co-operated in the working of the Company
|
By Order of the Board of Directors |
|
For Amit International Limited |
Place : Mumbai Date : 04/09/2024 |
Kirti Jethalal Doshi (DIN: 01964171) |
|
Chairman and Managing Director |
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