Your directors present Annual report on the business andoperations of the company together with Audited Statementof Accounts of the company for the year ending 31st March2024.
The particulars pursuant to sub section 3 of section 134 ofthe companies act, 2013 are given below.
a) The web address, if any, where annual returnreferred to in sub-section (3) of section 92 has beenplaced:
The Annual Return of the company as on 31st March,2024 is available on the Company's website onwww.amitinternational.in
During the year 2023-24,5 meetings of Board ofDirectors were held.
The directors' state that
i) In the preparation of annual accounts for thefinancial year ended 31stMarch 2024, theapplicable accounting standards had been followedalong with proper explanation relating to materialdepartures;
ii) The directors had selected such accounting policiesand applied them consistently and made judgmentsand estimates that are reasonable and prudent soas to give a true and fair view of the state of affairsof the company as at 31stMarch and of the profit /loss of the company for that period;
iii) The directors had taken proper and sufficient carefor the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act, 2013 for safeguarding the assets ofthe company and for preventing and detecting fraudand other irregularities;
iv) The director had prepared the annual accounts on agoing concern basis;
v) The director had laid down internal financial controlsto be followed by the company and that suchinternal financial controls are adequate and wereoperating effectively.
vi) The director had devised proper systems to ensurecompliance with the provisions of all applicable lawsand that such systems were adequate andoperating effectively.
c) a) Details of frauds reported by auditors under
sub-section (12) of section 143 other than thosewhich are reportable to the central government.
Auditor has not reported any fraud under sub¬section (12) of section 143 of The Companies Act,2013.
d) A Statement on Declaration given by IndependentDirectors under sub-section (6) of section 149.
The independent Directors have submitted declarationpursuant to Section 149(7) confirming that he meets thecriteria of independence pursuant to section 149(6).The statement has been noted by Board of Directors.
e) If Company covered under sub-section (1) ofsection 178, company's policy on directors'appointment and remuneration including criteria fordetermining qualifications, positive attributes,independence of director and other matter providedunder sub-section (3) of section 178.
The Board has, on the recommendation of theNomination and Remuneration Committee framed apolicy for selection and appointment of director and keymanagerial personal and their remuneration. The policyis disclosed at “Annexure A” in pursuance of provisionto section 178(3) of the companies Act 2013.
The Company does not pay any remuneration to theNon-Executive/Independent Directors of the companyother than sitting fees for attending the meeting of theBoard/Committee. Remuneration to the Whole TimeDirector/Managing Director is governed by the relevantprovisions of the Companies Act, 2013.
f) Explanations or comments by the board on everyqualification, reservation or adverse remark ordisclaimer made by the auditor in his report / by thecompany secretary in practice in his secretarialaudit report.
The disclosures made by the statutory auditors in thereport are self explanatory and no explanation by theboard is required.
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 inconnection with a loan to any other body corporate orperson; and (c) Acquired by way of subscription,purchase or otherwise, the securities of any other bodycorporate, Exceeding sixty percent of its paid-up sharecapital, free reserves and securities premium accountor one hundred per cent of its free reserves andsecurities premium account, whichever is more andhence the particulars are not required to be included inthis report.
h) Particulars of contracts or arrangements withrelated parties referred to in sub-section (1) ofsection 188 in the prescribed form(Form AOC-2)
The company has not entered into transactions referredto in section 188(1) of The Companies Act, 2013 withrelated party and as such no particulars in form AOC-2are required to be attached to this report.
There is no Material change in the state of affairs of thecompany. There is no Revenue from operations. Otherincome of the company for the year ended 31/03/2023was Rs29.48 Lakhs and the year ended31/03/2024income of the company is Rs. 39.37 Lakhs.Company had a Profit of Rs. 3.18 Lakhs for the yearended 31/03/2023 and Rs. 6.68 Lakhs for the yearended 31/03/2024.
The Company has not issued any share capital orDebentures during the year. There is no change in thestatus of the company or the accounting year.
The Directors do not propose to carry any amount toreserves.
The Directors do not recommend any amount to bepaid by way of dividend.
l) Material Changes and commitments, if any,Affecting the Financial Position of the Companywhich have occurred between the Ends of thefinancial year of the company to which thefinancial statements relate and the date of thereport.
There are no material changes and/or commitmentsaffecting financial position of the Company occurredafter end of financial year till date of this report.
m) The Conservation of Energy, TechnologyAbsorption, Foreign Exchange Earnings and Outgoin such manner as may be prescribed.
Information and details pursuant to Rule 8(3) of thecompanies (Accounts) Rules, 2014 with respect toabove is given below:
i) The steps taken or impact on conservation of energy:NIL
ii) The steps taken by the company for utilizing alternatesources of energy: NIL
iii) The capital investment on energy conservationequipments:NIL
i) The efforts made towards technology absorption: NotApplicable
ii) The benefits derived like product improvement, costreduction, product development or import substitution:Not Applicable
iii) In case of imported technology (imported during the lastthree years reckoned from the beginning of the financialyear)-
a. The details of technology imported: Not Applicable
b. The year of import: Not Applicable
c. Whether the technology been fully absorbed: NotApplicable
d. If not fully absorbed, areas where absorption has nottaken place, and the reasons thereof: Not Applicableand
iv) The expenditure incurred on Research andDevelopment: NIL
Foreign Exchange earned (actual inflows during theyear): NIL
Foreign Exchange outgo (actual outflows): NIL
n) A statement including development andimplementation of a Risk Management Policy forthe company including identification therein ofelements of risk, if any, which in the opinion of theboard may threaten the existence of the company
The Directors do not foresee any risk that may threatenthe existence of the company in normal course. TheDirectors proposes to develop and implement specificRisk Management Policy on identification of any risk.
o) The details about the policy developed andimplemented by the company on corporate socialresponsibility initiatives taken during the year;
Since the Net Worth of the company is below FiveHundred crores, Turnover of the company is below Onethousand crores, Net Profit of the company is belowFivecrores. The provision of Section 135 of TheCompanies Act, 2013 are not applicable to thecompany and hence the company is not requiredundertake any corporate Social Responsibility (CSR)initiatives.
p) In case of a listed company and every other publiccompany having such paid-up share capital as maybe prescribed, a statement indicating the manner inwhich formal annual evaluation has been made bythe Board of its own performance and that of itscommittees and individual directors:
Pursuant to provision of the Companies Act, 2013 theboard has carried out the annual performanceevaluation of its own performance as well as theevaluation of the Audit, Nomination & RemunerationCommittee.
The chairman of Board of directors and the chairman ofNomination & remuneration Committee met all thedirectors individually to get an overview of thefunctioning of the board and its constituents inter aliaon the following board criteria i.e. attendance and levelof participation, independence of judgment exercisedby 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)
The summary of financial Results (standalone) for theyear under review is as under :
Particulars
As on
24
As on31/03/2023
Turnover and other income
39.37
29.48
Interest and Financial Charges
00.00
Depreciation and Amortization Expense
Profit /Loss(-) Before Tax for the year
8.63
3.90
Profit /Loss(-) After Tax for the year
6.68
3.18
There is no Material change in nature of business of thecompany.
iii) The Details of Directors or key managerialpersonnel who were appointed or have resignedduring the year:
Details of Appointment and Resignation of Director /KMP during the year areas under:-
Sr. No.
Name
Date ofAppointment
?ate ofResignation
NIL
(iiia) A statement regarding opinion of the Board withregard to integrity, expertise and experience(including the proficiency) of the independentdirectors appointed during the year:
No Independent director was appointed in the companyduring the year.
iv) The names of companies which have become orceased to be its Subsidiaries, joint ventures orassociate companies during the year:
No company has become or ceases to be subsidiary,joint venture or associate company during the year.
(a) Accepted during the year: NIL
(b) Remained unpaid or unclaimed as at the end of theyear: NIL
(c) Whether there has been any default in repayment ofdeposits or payment of interest thereon during the yearand if so, number of such cases and the total amountinvolved-
(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 compliancewith the requirements of Chapter V of the Act: NIL
vii) The details of significant and material orderspassed by the regulators or courts or tribunalsimpacting the going concern status and company'soperations in future: NIL
viii) The details in respect of adequacy of internalfinancial controls with reference to the FinancialStatements.
The company has in place adequate internal financialcontrols with reference to financial statements. Periodicaudits are undertaken on continuous basis covering allmajor operation. During the year no ReportableMaterial weakness in the operation was observed.
ix) A disclosure, as to whether maintenance of costrecords as specified by the Central Governmentunder sub-section (1) of section 148 of theCompanies Act, 2013, is required by the Companyand accordingly such accounts and records aremade and maintained.
Company is not required to maintain the cost recordsas specified by the Central Government under sub¬section (1) of section 148 of the Companies Act, 2013.
x) A statement that the company has complied withprovisions relating to the constitution of InternalComplaints Committee under the SexualHarassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013.
The Company has adopted a policy on prevention,prohibition and Redressal of Sexual harassment atworkplace and has duly constituted an InternalComplaints Committee in line with the provisions of theSexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.
Disclosures under Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014
Requirement under Rule 5(1)
Details
(i>
The ratio of the remuneration of eachdirector to the median remunerationof theemployees of the company for the financialyear.
0.83%
(ii)
The percentage increase in remuneration ofeach director, chief financial officer, ChiefExecutive officer, company secretary ormanager, in the financial year.
There has been noincrease in remunerationof directors.
(iii)
The percentage increase in the medianremuneration of employees in the financialyear
8.33%
(hr)
Number of permanent employees on therolls of the company as on 318tMarch, 2024.
2
(v)
Average percentile increase already made inthe salaries of the employees other than themanagerial personnel in the last financialyear and its comparison with the percentileincrease in the managerial remuneration andjustification thereof and point out if there areany exceptional circumstances for increasein the managerial remuneration.
Percentile increase insalaries of employees =27.08% and Percentiledecrease in Managerialremuneration = (5.88%)There are no exceptionalcircumstances.
(vi)
Affirmation that the remuneration is as perthe remuneration policy of the company.
The company affirmsremuneration is a per theremuneration policy of thecompany
No Employee of the company has been paid Remunerationin 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 isnot applicable.
An Audit Committee is in existence under provisions ofSection 177 of the Companies Act, 2013 andRegulation 18 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements)Regulations, 2015. The Audit committee comprises of 3directors namely Mr. Naresh Nanalal Vaghani, Mr. KirtiJethalal Doshi and Smt. Rupa Ramnikbhai Zaveri. Mr.Naresh Nanalal Vaghaniis the Chairman of the AuditCommittee. During the year there was no instancewhere the board had not accepted theRecommendation of Audit Committee.
Pursuant to section 177(9) of the Companies Act, 2013 readwith Rule 7 of the Companies (Meetings of Board and itsPower) Rules, 2014, the Board of Director has adopted vigilmechanism in the form of Whistle Blower Policy throughwhich, its Directors, Employees and Stakeholders canreport their genuine concerns about unethical behaviors,actual or suspected fraud or violation of the Company'scode of conduct or ethics policy.
It is the Company's Policy to ensure that no employee isvictimised or harassed for bringing such incidents to theattention of the Company. The practice of the Whistleblower Policy is overseen by the Audit Committee of the
Board and no employee has been denied access to theCommittee.The said policy provides for adequatesafeguards a gainst victimization and also direct access tothe higher levels of supervisors.
Mr. Naresh Nanalal Vaghani, the Chairman of the AuditCommittee can be contacted to report any suspected/confirmed incident of fraud / misconduct on:
Email id.:amitintl03@yahoo.comContact no.: 022-2209 5533
Your Company hereby affirms that no Director/Employeehas been denied access to the Chairman of the AuditCommittee and that no complaints were received during theyear.
The Board of Directors place on records the services of allstakeholders and associates who have co-operated in theworking of the Company
By Order of the Board of DirectorsFor Amit International Limited
Place : MumbaiDate : 04/09/2024
Kirti Jethalal Doshi (DIN: 01964171)Chairman and Managing Director