To
The Members,
Ayepee Lamitubes Limited
Your Directors are pleased to present their Report on your Companys business
operations along with the Audited financial statements for the financial year ended on 31
March 2018.
The highlights of the Companys performance during the financial year are as below:
SUMMARY OF FINANCIAL RESULTS
|
|
(Rs. in Lakhs) |
|
Year Ended 31.03.2018 |
Year Ended 31.03.2017 |
| Sales/Other Income |
48.40 |
64.61 |
| Profit / (Loss) before depreciation |
(92.74) |
51.67 |
| Depreciation |
0.27 |
0.27 |
| Profit / (Loss) before Tax |
(93.01) |
51.40 |
| Profit / (Loss) after Tax |
(93.01) |
41.35 |
OPERATIONS REVIEW
The business operations continued to be suspended and unviable. There has been no
further development nor was the Company able to re-commence its operations. However the
management will explore possible steps in this respect and hopeful for revival measures
and appropriate resources.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review is provided in
a separate section of this Annual Report and forms a part of the Boards Report.
CORPORATE GOVERNACE
Pursuant to Regulation 15(2) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the Corporate
Governance report is not applicable to the Company. The Company is not required, inter
alia, to comply with the corporate governance provisions under regulations 17 to 27 and
Regulation 46(2)(b) to (i) and para C, D and E of Schedule V of the SEBI Listing
Regulations.
DIVIDEND
In view of discontinuance of the business operations of the Company, your directors do
not recommend any dividend for the financial year ended 31 March 2018.
TRANSFER TO RESERVES
During the year, your Directors have not transferred any amount to reserves.
STATUTORY AUDITORS
M/s. J Singh & Associates, Chartered Accountants, (Registration No. 110266W),
Mumbai were appointed as Statutory Auditor of the Company at the Annual General Meeting
(AGM) of the Company held on 30 September 2016 to hold the office till the conclusion of
the Annual General Meeting tofinancialyear 2020-21. The requirement to place the matter
relating be held for the to ratification of Auditors by members at every Annual General
Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of
Corporate Affairs ("MCA"). Accordingly no resolution is proposed for
ratification of Auditors, who were appointed in Annual General Meeting held on 30
September 2016.
RESPONSE TO THE AUDITORS REPORT
The Company is not carrying out any manufacturing Operations and has substantial
accumulated losses. In view of the above and in absence of any rehabilitation measures,
the company may not be a going concern. The net worth of the Company has been fully eroded
due to the accumulated losses.
In this regard, your directors would like to state that the Commercial operations of
the Company has been closed for years and consequently the Company has accumulated losses
and net worth is eroded. However the management is exploring possible steps in this
respect and hopeful for revival measures and appropriate resources.
SECRETARIAL AUDIT
Pursuant to section 204 of the Companies Act, 2013 ("the Act") and the Rules
framed thereunder, Ms. Tehseen Fatima Khatri of M/s. T.F. Khatri & Associates,
Practising Company Secretary, has been appointed to undertake the Secretarial Audit of the
Company for the financial year ended on 31 March 2018. The Secretarial Audit Report forms
a part of this Report as Annexure 1. There are no qualifications, reservations or adverse
remarks reported by the Secretarial Auditor in the report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of section 152(6) of the Companies Act, 2013
("the Act") and Articles of Association of the Company, Ms. Reshma Rao, is
liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being
eligible offers herself for re-appointment. The Board recommends her re-appointment.
Mr. Jignesh Patel, Company Secretary and Compliance Officer resigned w.e.f 5 March 2018
and Mr. Keyur Doshi was appointed as a Company Secretary and Compliance officer w.e.f 30
May 2018.
DIRECTORS RESPONSIBILITY STATEMENT
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(3)(c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended 31
March 2018, 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 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 the
Company as at 31 March 2018 and of the loss 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;
However, Auditors have qualified their report by stating that the Company is no longer a
going concern and has not made adjustments to accounts relating to recoverability of
assets and liabilities as might be necessary when the Company is no longer a going
concern. The qualification has been explained aforesaid in this report;
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 effectively
NUMBER OF MEETINGS OF THE BOARD
The Board met six times during the financial year, i.e on 30 May 2017, 14 August 2017,
14 November 2017, 22 December 2017, 4 January 2018 and 14 February 2018. All the board
members were present at the said meeting.
AUDIT COMMITTEE
The Audit Committee of the Board comprises of 3 members and is in compliance with
section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The Committee
has met 5 times during the year 30 May 2017, 14 August 2017, 14 November 2017, 22 December
2017 and 14 February 2018.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any subsidiary/ associate Company or joint venture.
PERFORMANCE EVALUATION
The Board has carried out the annual evaluation of the performance of the Board, its
committees and of individual directors has been made, including the independent directors,
as well of the working of its committees.
CORPORATE SOCIAL RESPONSIBILTY
Company had incurred losses in the immediate three preceding financial years and
hence the provisions of section 135 of the Companies Act, 2013 is not applicable to the
Company.
LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantee and investments covered under applicable provisions of
section 186 of the Act are given in the notes of the financial statement.
RELATED PARTY TRANSACTIONS
None of the transactions with related parties fall under the scope of section 188(1) of
the Companies Act, 2013. Accordingly, there are no particulars to report in form AOC 2 of
the Companies (Accounts) Rules, 2014.
Details of the related party transactions during the year as required under Listing
Regulations and Accounting standards are given in note 16(8) to the financial statements.
The policy on Related Party Transactions is posted on the Companys website
www.ayepeelamitubes.net.
INFORMATION ON EMPLOYEES
During the year under review, the Company did not had any employee. Hence the limit
prescribed under provisions of section 197 of the Companies Act, 2013 and Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are not applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
| A) Conservation of Energy |
NIL |
| B) Technology Absorption |
NIL |
| C) Foreign Exchange earnings and outgo |
NIL |
OTHER INFORMATION / DISCLOSURES
There are no significant material orders passed Company that impacts the companys
operations in future.
There have been no material changes and commitments 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.
The Company has in place a policy against sexual harassment at work place in line with
the requirements of the concern statute. There was no complaint received during the year,
nor there are any pending complaints which need to be redressed.
EXTRACT OF ANNUAL RETURN
As required under the provisions of Sections 92(3) and 134(3)(a) of the Act and the
Companies (Management and Administration) Rules, 2014, an Extract of the Annual Return in
Form No. MGT-9 is annexed as Annexure II to this Report and is also available on the
website of the Company i.e. http://www.ayepeelamitubes.net/other-disclosures.html
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a whistle blower policy with a view to provide a vigil
mechanism for the directors and employees of the company to report instances of unethical
behavior, fraud or mismanagement. The said policy is displayed on the Companys website
www.ayepeelamitubes.net.
INTERNAL FINANCIAL CONTROL
The Company has a proper and adequate Internal Financial Control System, to ensure that
all assets are safeguarded and protected against loss from unauthorized use or disposition
and the transactions are authorized, recorded and reported correctly.
Internal financial control is exercised through documented policies and guidelines. The
internal financial control is designed to ensure that the financial and other records are
reliable for preparing financial statements and other data and for maintaining
accountability of persons.
RISK MANAGEMENT
In accordance with Section 134(3)(n) of the Companies Act 2013, the Company has framed
a Risk Management Policy to identify and assess the key risk areas.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public and there are no outstanding
deposits from the public as on 31 March 2018.
ACKNOWLEDGEMENTS
The Board of Directors expresses its gratitude to the Members of the Company for their
continued support.
|
By order of the Board of Directors |
|
For Ayepee Lamitubes Limited |
|
Sunil Singhal |
Reshma Rao |
| Place : Mumbai |
Director |
Director |
| Date : 14 August 2018 |
DIN:- 00233008 |
DIN:- 06966747 |
+91-9892691696
