Your Directors here by present the 32nd Annual Report on business and operations of the Company togetherwith the Audited statements of Accounts for the financial year ended on 31st March 2024.
OPERATIONS REVIEW:
During the year under review due to sluggish market condition company did not generate any revenue fromoperations but generate some other income and earned the profit of Rs. 42,71,516/-.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE COMPANY'S AFFAIR:
The Company does not have any significant business activity and not carried out any business during the yearunder review.
DIVIDEND:
Your Directors place on record their deep sense of concern that due to carry forward losses, your Directors areunable to declare any dividend to its shareholders.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period under review.
SHARE CAPITAL:
The issued, subscribed and paid up capital of the Company is Rs. 120300000/- divided into 120300000 equityshares of Rs. 1/- each. There has been no change in the share capital of the Company during the year.
DISCLOSURE UNDER SECTION 67 (3) (c) OF THE COMPANIES ACT, 2013:
No disclosure is required under section 67 (3) (c) of the Companies Act, 2013 read with Rule 16(4) of theCompanies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by theemployees of the Company as the provisions of the said section are not applicable.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint ventures.
DEPOSIT:
Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantee or Investments made by your Company under Section 186 of the Companies Act,2013 during the financial year 2023-24 is enclosed as an Annexure to this Board's Report. During the yearunder review, the company has not provided any security falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm's length basis andwere in the ordinary course of the business. There are no materially significant related party transactionsmade by the company with Promoters, Key Managerial Personnel or other designated persons which may havepotential conflict with interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the company have occurred betweenthe end of financial year to which the financial statements relate and the date of the Directors' Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERNAND COMPANY'S OPERATIONS:
To the best of our knowledge, the company has not received any such orders passed by the regulators, courtsor tribunals during the year, which may impact the going concern status or company's operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Niraj Vaghela (DIN: 09096576) shallretire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re¬appointment as the Director of the Company.
Re-appointment of Independent Directors for a second term:
The Nomination and Remuneration Committee ('NRC') inter-alia, taking into account the knowledge,experience and the substantial contribution made by Ms. MANISHA PATEL (DIN: 08482812) as independentdirectors during her tenure had recommended to the Board that the continued association of Ms. MANISHAPATEL as an Independent Directors would be beneficial to the Company. Based on NRC recommendation, theBoard recommends her re-appointment as an Independent Director for a second term of 5 consecutive yearscommencing up to September 2028. The Board of Directors recommend her re-appointment as anIndependent Director.
Key Managerial Personnel:
As per the provisions of Section 203 of the Companies Act, 2013, Ms. Nikita Vijayvergiya, Company Secretary isthe key managerial personnel of the Company.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under Section 149 (7) of theCompanies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of theCompanies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD:
The details of the number of meetings of the Board held during the Financial Year 2023-24 forms part of theCorporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
The details of the Committees along with their composition, number of meetings and attendance at themeetings are provided in the Corporate Governance Report.
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013 the Board has carried outan evaluation of its own performance, the directors individually as well as the evaluation of the working of itsAudit, Appointment & Remuneration Committees. The performance evaluations of Independent Directorswere also carried out and the same was noted. Independent Directors in their meeting decided to bring moretransparency in their performance and bring more responsibility while taking any policy decisions for thebenefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the information requiredpursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules,2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of theCompany for the Financial year is not given.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on31st March 2024 is available on the website of the Company at www.amraworldagrico.shop.
AUDITORS AND AUDITORS' REPORT:
M/s. Bipin & Co., Chartered Accountants, Vadodara (FRN 101509W), Statutory Auditors of the Company tohold office from the conclusion this AGM until the conclusion of the next AGM.
The observations made by the Auditors' in their Auditors' Report and the Notes on Accounts referred to in theAuditors' Report are self-explanatory and do not call for any further comments.
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 Company has taken adequate steps to ensure that all mandatory provisionsof Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 are complied with, a separate section titled Report on Corporate Governance together witha Certificate from the Practicing Company Secretary forms part of this Report.
A detailed Management Discussion & Analysis forms part of this Report.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Daksha Negi &Associates, Company Secretaries in practice to undertake the Secretarial Audit of the Company. The SecretarialAudit report in the prescribed Form No MR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:
Sr. No.
Qualifications made by SecretarialAuditor
Explanations by the Board
a)
The company has not complied withcertain regulation of SEBI (LODR)Regulations, 2015 as regards publicationof Notice of Board Meeting, Notice ofAGM, quarterly results.
The company will take necessary steps to comply withthe same.
b)
As per section 138 of the Companies Act,2013, the Company is required to appointInternal Auditor. The Company has notappointed Internal Auditor.
The size of operation of the Company is very small, itis not viable to appoint Internal Auditor but theCompany has established the internal control system.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no systems set up for Internal Controls.CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility initiative under theprovisions of Section 135 of the Companies Act, 2013, read with Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules, 2014, as the said provisions are not applicable.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be given under Section134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are notapplicable to Company, as our Company has not carried out in the manufacturing activities. The foreignexchange earnings on account of the operation of the Company during the year was Rs. Nil.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required to be given as therewere no employees coming within the purview of this section.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at workplace and hasadopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Companyhas not received any sexual harassment related complaints during the year 2023-24.
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment &Remuneration) Rules, 2014 every Listed Company mandates to disclose in the Board's Report the ratio of theremuneration of each director to the permanent employee's remuneration. However, since there is nopermanent employee in the Company, no disclosure under the said provision has been furnished.
Since the Company does not have any significant business activities, hence the Business Risk is at the MinimalLevel. Hence, no major risk factors are envisaged except for:
a. Government Policies
b. Human Resource Risk
As the Company does not have any significant business activity, there was no need to have a Vigil MechanismPolicy.
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of theCompanies Act, 2013, shall state that:
a) In the preparation of the annual accounts, the applicable accounting standards have been followedalong with proper explanation by way of notes to accounts relating to material departures;
b) the Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit or loss of theCompany for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets ofthe company and for preventing and detecting fraud and other irregularities;
e) Directors have prepared the accounts on a "going concern basis".
f) the directors had devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
The Board of Directors state that no disclosure or reporting is required in respect of the following matters asthere were no transactions or applicability pertaining to these matters during the year under review:
i) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.
ii) Payment of remuneration or commission from any of its subsidiary companies to the ManagingDirector/ Whole Time Director of the Company.
iii) Voting rights which are not directly exercised by the employees in respect of shares for thesubscription/ purchase of which loan was given by the Company (as there is no scheme pursuant towhich such persons can beneficially hold shares as envisaged under section 67(3)(c) of the CompaniesAct, 2013).
iv) Details of any application filed for corporate insolvency under Corporate Insolvency ResolutionProcess under the Insolvency and Bankruptcy Code, 2016.
v) One time settlement of loan obtained from the banks or financial institutions.
Your Directors would like to express their sincere appreciation for the assistance and co-operation receivedfrom the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors alsowish to take on record their deep sense of appreciation for the committed services of the employees at alllevels, which has made our Company successful in the business.
Date: 06.08.2024Place: Ahmedabad
Director Director
DIN: 09406871 DIN: 09096576