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 2023.
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, 2023 is available on
the Company's website on www.amitinternational.in
b) Number of meetings of the Board:
During the year 2022-23,6 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 2023, 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 subsection (12) of
section 143 other than those which 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 Independent Directors under
sub-section (6) of section 149.
The independent Directors have submitted declaration pursuant to
Section 149(7) confirming that he/she 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.
The Secretarial Audit Report pursuant to Section 204 of the Companies
Act, 2013 in prescribed Form MR-3 is attached to as "Annexure B" to this report.
The Company has taken note of Qualification, Reservation etc in the Said report and shall
make arrangement for necessary compliance in future.
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 Thousands)
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
31/03/2022 was Rs4105.40 and the year ended 31/03/2023income of the company was Rs.
2948.37.Company had a Profit of Rs. 1309.13 for the year ended 31/03/2022 and Rs. 318.68
for the year ended 31/03/2023.
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) TECHNOLOGYABSORPTION-
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
Five crores. 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 Thousands)
The summary of financial Results (standalone) for the
| Particulars |
As on 31/03/2023 |
As on 31/03/2022 |
| Turnover and other income |
2948.37 |
4105.40 |
| Interest and Financial Charges |
0.00 |
>0.80 |
| Depreciation and Amortization Expense |
0.00 |
0.00 |
| Profit /Loss(-) Before Tax for the year |
390.68 |
1599.13 |
| Profit /Loss(-) After Tax for the year |
318.68 |
1309.13 |
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 |
Date 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 sub-section (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 |
| w |
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 remun eration of directors. |
| (iii) |
The percentage increase in the median remuneration of
employees in the financial year |
8.33% |
| (iv) |
Number of permanent employees on the rolls of the company as
on 31stMarch, 2023. |
|
| (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 Vaghani is 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
against victimization and also direct access to the higher levels of supervisors.
Mr. Naresh Nanalal Vaghani, the Chairman of the Audit Com mittee 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.
"Annexure A"
DISCLOSURE OF POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES
(Pursuant to subsection 3 and 4 of section 178 of The Companies Act
2013)
Remuneration Policy:
1. Remuneration to managerial personnel will be recommended to the
board by the committee and same shall be subject to approval of shareholders and/or
central government where ever required.
2. Remuneration to managerial personnel shall be in accordance with the
provisions of the Companies Act, 2013 and other applicable acts.
3. Increment to existing remuneration shall be as per recommendation of
committee and within the limits approved by shareholders.
Remuneration to managerial personnel:
1. The managerial personnel shall be entitled to monthly remuneration
as approved by the board on recommendation of the committee and same shall be in
accordance with the provision of the Companies act, 2013 and rules made there under The
breakup of pay scale and quantum of perquisites and non-monetary benefits shall also be
approved by board on recommendation of the committee.
2. The managerial Personnel shall also be eligible to performance
linked incentives as may be determined by board.
3. The managerial personnel may also be paid commission as may be
approved by shareholders.
4. The managerial personnel shall be entitled to minimum remuneration
in accordance with Schedule V of the Companies Act, 2013 in event of no profit or
inadequacy of profit.
Remuneration to Non-executive / Independent directors:
1. The remuneration shall be in accordance with the Companies Act, 2013
and rules made there under.
2. The non-executive/independent directors may receive sitting fees for
attending the meeting of board of directors or an committee which shall be within the
prescribed limit under the act. Non - executive directors shall be reimbursed travelling
and incidental expense for attending the meeting.
3. Non- executive directors may also be paid commission subject to
approval by the shareholders and within the limit not exceeding 1% of the profit of the
company.
4. Non-executive directors shall not be entitled stock options.
|
By Order of the Board of Directors |
|
For Amit International Limited |
| Place: Mumbai Date: 28/08/2023 |
Kirti Jethalal Doshi (DIN: 01964171) |
|
Chairman and Managing Director |
