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AMI Organics Ltd.
BSE CODE: 543349   |   NSE CODE: AMIORG   |   ISIN CODE : INE00FF01017   |   21-Nov-2024 Hrs IST
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March 2016

Disclosure in board of directors report explanatory

To the Members,

AMI Organics Private Limited

Surat.

Your Directors have pleasure in presenting their Annual Report of the Company together with the Audited Financial Statements of the Company for the year ended on 31stMarch, 2016.

Financial Results/Review of Operations

(Rs.)

Particulars

for the year ended on

31/03/2016

For the year ended on31/03/2015

Gross Income

1,46,21,45,312.00

1,03,37,28,272.00

Expenditure

1,28,46,02,457.00

973,499,346.00

Profit/Loss before Tax

17,75,42,855.00

60,228,926.00

Provision for Tax:

 Current tax

5,56,93,099.00

1,78,95,864.00

  Assessment Tax

1,31,529.00

1,67,780.00

  Deferred tax

14,33,163.00

3,64,597.00

Profit/ Loss after Tax

12,02,85,063.63

4,18,00,686.00

Reserves:

No amount is transferred to the reserves by the Company.

  

Dividend

Your directors are unable to recommend any dividend for the year ended 31st March, 2016.

Business

During the year under review, there is no change in the business activities of the Company.

Material changes and commitment occurred after the end of Financial Year and up to the date of Report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and upto the date of this report.

Shifting of Registered office

During the year there was shifting of registered office from one state to another state

Subsidiary Company

The Company does not have subsidiary company or Joint Venture Company or Associate Company.

Adequacy of Internal Control System:

 

There as an adequate internal control system including Internal Finance Control system in the Company with reference to process and working operations.

Deposits

The Company has neither accepted nor renewed any deposits during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

Loans, Guarantees or Investments made under section 186 of the Companies Act, 2013

Pursuant to provisions of section 186 of the Companies Act, 2013, during the year under review, company has given loan and advance to employee and Company has made investments in the securities of Company but no guarantee given by the Company.

Name of Party

Loan/ Guarantee/ Security/

Amount

Terms of Loan

Rate of Interest and repayment Period

Loans to Employee

Loan

1023700

--

--

The Company has made following investments during the year.

Name of Party

 Nature of security

No. of shares/ security

Nominal value

Amount

Bajaj Allianz General Insurance Co. Ltd.

Insurance

-

-

50,000

Max New York

Insurance

-

-

7,233,765

Religare LIC

Insurance

-

-

250,101

Reliance Life

Insurance

-

-

699,960

HDFC Life

Insurance

-

-

2,600,000

Sachin Indl. Co.Op. Soc. Share

Equity Shares

60

500/-

30,000

SBI Life Insurance Co. Ltd

Insurance

-

-

300,000

Globe Envirocare Ltd. CETP Share

Equity Shares

42730

10/-

537,416

Investment in Ami Oncotheranostics LLC

Equity Shares

37.50

40000 USD per 1 Unit

99,887,500

Investment in Prodigy Bio LLP

Capital in Partnership Firm

605000

23.08%

13,206,651

Share capital

During the year under review, there are no change in the Authorized share capital and paid up share capital of the Company.

Transfer to Investor Education and Protection Fund.

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no amount required to be transferred toInvestor Education and Protection Fund.

Directors

During the year there is no change in the composition of Board of Director.

Board Meetings

During the year 8 Board Meetings were convened and held on 08.06.2015, 14.06.2015, 18.06.2015, 31.07.2015, 18.08.2015, 24.08.2015, 30.09.2015, 29.12.2015, 17.03.2016.

Director's Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement;

1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

3. That the Directors have 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;

4. That the Directors have prepared the annual accounts on a going concern basis.

5. That 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.

Auditors

M/s.Bela Mehta and Associates, Chartered Accountants, bearing (ICAI Registration Number: 101073W) who are the statutory auditors of the Company, hold office, in accordance with the provisions of the Act up to this Annual General Meeting and from whom necessary consent has been obtained under section 141 of the Companies Act, 2013 are eligible for re-appointment as required under the provisions of Section 139 of the Companies Act, 2013 and the directors recommend ratification of their appointment at next Annual General Meeting and at a remuneration as may be decided by the Board. The Company has received the necessary eligibility certificate from the Auditors.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

Explanations on Qualifications/ Adverse Remarks contained in the Audit Report

There was no qualification, reservations or adverse remarks made by the Auditors in their report.  

Risk Management Policy

The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

Disclosure under the Sexual Harassment of Women at workplace (Prevention Of, Prohibition and Redressal) Act, 2013

The Company has in place an anti Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Conservation of Energy, Technology Absorption and Foreign Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following:

(i) steps taken by the company for utilizing alternate sources of energy including waste generated :NIL

  

(B) Technology absorption:

1.  Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

The Company has not taken any technical know how from anyone and hence not applicable.

2.  In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

3.  Expenditure incurred on Research and Development :

(C) Foreign exchange earnings and Outgo

PARTICULARS

Amt (In Foreign Exchange)

Foreign Exchange earned in terms of actual inflows during the year

5728144 EURO and 9248049 USD

Foreign Exchange outgo during the year in terms of actual outflows

73975EURO, 7360658 USD and 5508 RMB

Statement under Rule 5 (2) Of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The particulars of employee in the Company drawing remuneration aggregating to Rs. 8.50 lacs or above per month or Rs. 1.02 crore or above per annum are as under:

Particulars

Name of the Employee

Girish Chovatia

Naresh Patel

Chetan Vaghasiya

Designation of the Employee

Whole time Director

Whole time Director

Whole time Director

Remuneration Received

14633333

11483334

11483334

Nature of Employment, whether contractual / otherwise

Permanent

Permanent

Permanent

Qualification and experience of the Employee

M.B.A.

B.E.CHEMIE

D.TAX

Date of commencement of employment

12/06/2007

12/06/2007

12/06/2007

The age of the employee

47

43

43

The last employment held by such employee before joining the Company

NA

NA

NA

The percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub - rule (2) of Rule 5

25%

12.50%

12.50%

Whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager

No

No

No

Disclosure in respect of scheme formulated under section 67(3) of the Companies act, 2013:

Since the Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013.

Disclosures pursuant to section 197 (14) of the Companies act, 2013:

None of the Directors of the Company is in receipt of any commission from the Company.

Related Parties Transactions

The particulars of transactions or contracts entered or arrangements made with related parties pursuant to provisions of section 188 of the Companies Act, 2013 is provided inAnnexure A(in the format AOC-2)and is attached to this Report.

Extract of Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is provided inAnnexureB(in the format MGT9) and is attached to this Report.

Corporate Social Responsibility (CSR)

Since the net profit of the Company has exceed Rs. 5 Cr. for the financial year 2014-15, the provision of section 135 of the Companies Act, 2013 are applicable from 2015-16. Accordingly The Annual Report on CSR activities is provided inAnnexure Cattached herewith.

Significant and material order passed by the Regulators/ courts

During the year, no significant and material order was passed by the Regulators or courts.

Acknowledgments

The Board takes this opportunity in expressing their gratitude to the bankers to the Company. The Board also acknowledges the continuous support received from its shareholders, stakeholders and employees of the Company. 

On behalf of the Board

For AMI Organics Private Limited

Place: Surat

Date:  30.08.2016  Chairman

Details regarding energy conservation

Steps taken / impact on conservation of energy, with special reference to the following:

Details regarding technology absorption

1. Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. The Company has not taken any technical know how from anyone and hence not applicable. 2. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: The Company has not imported any technology and hence not applicable.

Details regarding foreign exchange earnings and outgo

C) Foreign exchange earnings and Outgo PARTICULARS Amt (In Foreign Exchange) Foreign Exchange earned in terms of actual inflows during the year 5728144 EURO & 9248049 USD Foreign Exchange outgo during the year in terms of actual outflows 73975 EURO, 7360658 USD & 5508 RMB

Disclosures in director’s responsibility statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement; 1. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review; 3. That the Directors have 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; 4. That the Directors have prepared the annual accounts on a going concern basis. 5. That 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.