(Formerly Known As Eins Edutech Limited) are requested to send a certified copy of the Board...
Transcript of (Formerly Known As Eins Edutech Limited) are requested to send a certified copy of the Board...
32nd Annual Report
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COMPANY INFORMATION
(CIN : L17122MH1996PLC100018)
BOARD OF DIRECTORS : MR. RAMAWTAR GUPTA,
Managing Director
MR. PRAMOD KUMAR GUPTA,
Executive Director
MR. SACHIN SOMAIYA,
Independent Director
MR. DIPAK KUMAR SHARMA,
Independent Director
MS. PINKI GUPTA,
Non-executive Director
CHIEF FINANCILA OFFICER : MR. PRAMOD KUMAR GUPTA
COMPANY SECRETARY : MS. SHWETA AGRAWAL
BANKERS : HDFC BANK LTD.
Andheri (E) Branch, Mumbai
KOTAK MAHENDRA LTD.
Lokhandwala Branch,
Andheri (W), Mumbai
AUDITORS : M/S. AGARWAL DESAI AND SHAH
CHARTERED ACCOUNTANTS
MUMBAI
REGISTERED OFF. : D-112, CRYSTAL PLAZA,
OPPOSITE INFINITY MALL,
NEW LINK ROAD, ANDHERI (W),
MUMBAI – 400 053
TEL. NO. 022 – 40045341
E-MAIL ID :– [email protected]
WEBSITE: www.einsedutechltd.com
SHARE TRANSFER AGENT : SHAREPRO SERVICES (I) PVT. LTD.
13 A-B, SAMITHA WAREHOUSING
COMPLEX, 2nd FLOOR, OFF ANDHREI
KURLA ROAD, SAKINAKA TELEPHONE
EXCHANGE LANE, SAKINAKA, ANDHERI
(EAST), MUMBAI - 400072
TEL. NO. 022 – 67720300/67720400
EMAIL ID- [email protected]
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APLAYA CREATIONS LIMITED
(CIN : L17122MH1996PLC100018)
CONTENTS: Notice
Management Discussion & Analysis
Director’s Report
Report on Corporate Governance
Certificate on Corporate Governance
CFO Certificate
Auditor’s Report
Balance Sheet
Profit & Loss Account
Schedules
Cash Flow Statement
Proxy Form
Attendance slip
Members are requested to bring their copy of Annual Report at the time of AGM
32nd
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NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Thirty Second Annual General Meeting of the Members of the
Aplaya Creations Limited will be held at the Registered office of the Company at D-112, Crystal
Plaza, Opp. Infinity Mall, New Link Road, Andheri (W), Mumbai – 400 053 on Wednesday, 30th
September, 2015 at 12:30 P.M. to transact the following business.
ORDINARY BUSINESS:
1. Item No. 1: To receive, consider and adopt the Audited Balance Sheet of the Company
as at 31st March, 2015 and the Profit and Loss Account for the year ended on that date
and Reports of Auditors and Directors thereon.
2. Item No. 2: To appoint a Director in place of Mr. Pramod Kumar Gupta (DIN: 05300735),
who retires by rotation and being eligible offers himself for re-appointment.
3. Appointment of Auditors
Item No. 3: To ratify the appointment of auditors of the Company, and to fix their remuneration and to pass the following resolution as an Ordinary Resolution thereof: ―RESOLVED THAT, pursuant to Section 139, 142 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, pursuant to the recommendations of the audit committee of the Board of Directors, and pursuant to the resolution passed by the members at the Postal Ballot held on 5th February, 2015, the appointment of M/s. AGARWAL DESAI AND SHAH Chartered Accountants, Mumbai (FRN - 124850W), as the auditors of the Company to hold office till the conclusion of the AGM to be held in the calendar year 2017 be and is hereby ratified and that the Board of Directors be and is hereby authorized to fix the remuneration payable to them for the financial year ending March 31, 2016 as may be determined by the audit committee in consultation with the auditors, and that such remuneration may be paid on a progressive billing basis as may be agreed upon between the auditors and the Board of Directors.‖.
PLACE: Mumbai
DATE: 12.08.2015
By order of the Board
For APLAYA CREATIONS LIMITED
Registered Office:
D-112, Crystal Plaza,
Opp. Infinity Mall, New Link Road, RamawtarGupta
Andheri (W), Mumbai- 400 053 Sd/-
Managing Director
(DIN : 06365578)
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NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO
APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF
HIMSELF / HERSELF, AND THE PROXY NEED NOT BE A MEMBER OF THE
COMPANY. A person can act as a proxy on behalf of not exceeding fifty (50) members and
holding in aggregate not more than ten (10) percent of the total share capital of the
Company.
2. Corporate members intending to send their authorized representatives to attend the
meeting are requested to send a certified copy of the Board resolution to the Company,
authorizing their representative to attend and vote on their behalf at the meeting.
3. The instrument appointing the proxy, duly completed, must be deposited at the Company's
registered office not less than 48 hours before the commencement of the meeting. A proxy
form for the AGM is enclosed.
4. During the period beginning 24 hours before the time fixed for the commencement of the
meeting and ending with the conclusion of the meeting, a member would be entitled to
inspect the proxies lodged at any time during the business hours of the Company, provided
that not less than three days of notice in writing is given to the Company.
5. Members / proxies / authorized representatives should bring the duly filled Attendance
Slip enclosed herewith to attend the meeting.
6. The Register of Directors and Key Managerial Personnel and their shareholding,
maintained under Section 170 of the Companies Act, 2013, will be available for inspection
by the members at the AGM.
7. The Register of Contracts or Arrangements in which the directors are interested,
maintained under Section 189 of the Companies Act, 2013, will be available for inspection
by the members at the AGM.
8. Pursuant to cl. 15/16 of the Listing Agreement read with section 91 of the Companies Act,
2013, the Register of Members and Share Transfer Books will remain closed from Thrusday
24th September, 2015 to Tuesday 29th September, 2015 (Both days inclusive) for the purpose
of AGM.
9. Members are requested to notify any correction /change in their name /address including
Pin Code number immediately to the Companies Register/ Depository Participant .In the
event of non – availability of Members latest address either in the Companies records or in
Depository Participant's records, members are likely to miss notice and other valuable
correspondence sent by the company.
10. Members are requested to kindly mention their Folio Number/ Client ID Number (in case
of demat shares) in all their correspondence with the Companies Registrar to enable
prompt reply to their queries.
11. With a view to using natural resources responsibly, we request shareholders to update their
email address, with their Depository Participants to enable the Company to send
communications electronically. The Annual Report 2014-15 is being sent through electronic
mode only to the members whose email addresses are registered with the Company /
Depository Participant(s), unless any member has requested for a physical copy of the
report. For members who have not registered their email addresses, physical copies of the
Annual Report 2014-15 are being sent by the permitted mode.
12. In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies
(Management and Administration) Rules, 2014, substituted by Companies (Management
and Administration) Amendment, Rules 2015, and Clause 35B of the Listing Agreement,
the Company has provided a facility to the members to exercise their votes electronically
through the electronic voting service facility arranged by Central Depository
Services(India) limited (―CDSL‖). Apart from e-facility for voting, through ballot paper,
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will also be made available at the AGM and the members attending the AGM who have not
already cast their votes by remote e-voting shall be able to exercise their right at the AGM
through ballot paper. Members who have cast their votes by remote evoting prior to the
AGM may attend the AGM but shall not be entitled to cast their votes again. The
instructions for e-voting are appended herein below.
M/s. Vikas N Jain & Associates, Practicing Chartered Accountant (FRN No. 134911W),
Mumbai has appointed as the scrutinizer to conduct E-voting.
13. The Securities and Exchange Board of India (SEBI) has mandated the submission of the
Permanent Account Number (PAN) by every participant in the securities market. Members
holding shares in electronic form are, therefore, requested to submit their PAN to their
Depository Participant(s). Members holding shares in physical form are required to submit
their PAN details to the Company.
14. All documents referred to in the Notice will be available for inspection at the Company's
registered office during 11:00 am to 1:00 pm normal business working days up to the date
of the AGM.
15. The shareholder needs to furnish the printed 'attendance slip' along with a valid identity
proof such as the PAN card, passport, AADHAR card or driving license, to enter the AGM
hall.
16. As per provisions of the Companies Act, 2013, facility for making nominations is available
to INDIVIDUALS holding shares in the Company. The Nomination Form-2B prescribed by
the Government can be obtained from the Share Transfer Agent or may be down loaded
from the website of the Ministry of Company affairs.
Information required to be furnished under cl. 49 of the Listing Agreement for Directors
retired by rotation/Appointment of Director /Reappointment/ratifications:
Name of Director Mr. Pramod Kumar Gupta
Date of Birth 18/07/1962
Date of Appointment 28/12/2012
Qualification B.Com
Expertise in Specific Functional
Area
Finance, Accounts and Taxation
Executive & Non-Executive Director Executive Director
Promoter Group Yes
Independent Director No
Chairman/Member of Committees
of the Boards of Which he is a
Director
Aplaya Creations Limited
1. Member of Stakeholders Relationship
Committee
2. Member of Audit Committee
3. Member of Remuneration Committee
Other Directorship 1. Westfield Apparels Pvt. Ltd.
2.Modakpriya commodities Pvt. Ltd.
3.Bhawani bhadra healthcare Pvt. Ltd.
4. Pdaneer marketing services Pvt. Ltd.
5. Zenith vincom Pvt. Ltd.
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The instructions for shareholders voting electronically are as under:
(i) The e-voting period begins on Sunday 27th September, 2015 at 9.00 a.m. and ends on
Tuesday 29th September, 2015 at 5.00 p.m. During this period shareholders' of the
Company, holding shares either in physical form or in dematerialized form, as on the cut-
off date for voting (record date) of 23rd September, 2015 may cast their vote electronically.
The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Shareholders who have already voted prior to the meeting date would not be entitled to
vote at the meeting venue.
(iii) The shareholders should log on to the e-voting website www.evotingindia.com
(iv) Click on Shareholders.
(v) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the
Company.
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and
voted on an earlier voting of any company, then your existing password is to be used.
(viii) If you are a first time user follow the steps given below:
If you are a first time user follow the steps given below:
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department
(applicable for both demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the
Company/Depository Participant are requested to use the
first two letters of their name and the 8 digits of the sequence
number in the PAN field.
In case the sequence number is less than 8 digits enter
theapplicable number of 0's before the number after the first
twocharacters of the name in CAPITAL letters. Eg. If your
name is Ramesh Kumar with sequence number 1 then enter
RA00000001 in the PAN field.
DOB Enter the Date of Birth as recorded in your demat account or in the
company records for the said demat account or folio in dd/mm/yyyy
format.
Dividend
Bank
Details
Enter the Dividend Bank Details as recorded in your demat account or in
the company records for the said demat account or folio.
Please enter the DOB or Dividend Bank Details in order to
login. If the details are not recorded with the depository or
company please enter the number of shares held by you as
on the cut off date in the Dividend Bank details field.
(ix) After entering these details appropriately, click on ―SUBMIT‖ tab.
(x) Members holding shares in physical form will then directly reach the Company selection
screen. However, member holding shares in demat form will now reach 'Password
Creation' menu wherein they are required to mandatorily enter their login password in the
new password field. Kindly note that this password is to be also used by the demat holders
for voting for resolutions of any other company on which they are eligible to vote, provided
that company opts for e-voting through CDSL platform. It is strongly recommended not to
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share your password with any other person and take utmost care to keep your password
confidential.
(xi) For Members holding shares in physical form, the details can be used only for e-voting on
the resolutions contained in this Notice.
(xii) Click on the EVSN for the relevant APLAYA CREATIONS LIMITED on which you choose
to vote.
(xiii) On the voting page, you will see ―RESOLUTION DESCRIPTION‖ and against the same
the option ―YES/NO‖ for voting. Select the option YES or NO as desired. The option YES
implies that you assent to the Resolution and option NO implies that you dissent to the
Resolution.
(xiv) Click on the ―RESOLUTIONS FILE LINK‖ if you wish to view the entire Resolution
details.
(xv) After selecting the resolution you have decided to vote on, click on ―SUBMIT‖. A
confirmation box will be displayed. If you wish to confirm your vote, click on ―OK‖, else to
change your vote, click on ―CANCEL‖ and accordingly modify your vote.
(xvi) Once you ―CONFIRM‖ your vote on the resolution, you will not be allowed to modify
your vote.
(xvii) You can also take a print of the votes cast by clicking on ―Click here to print‖ option on
the Voting page.
(xviii) If a demat account holder has forgotten the login password then Enter the User ID and
the image verification code and click on Forgot Password & enter the details as prompted
by the system.
(xix) Note for Non – Individual Shareholders and Custodians
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian
arerequired to log on to www.evotingindia.com and register themselves as Corporates.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity
should be emailed to [email protected]
• After receiving the login details a Compliance User should be created using the admin
login and password. The Compliance User would be able to link the account(s) for
which they wish to vote on.
• The list of accounts linked in the login should be mailed to
[email protected] and on approval of the accounts they would be able to
cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have
issued in favour of the Custodian, if any, should be uploaded in PDF format in the
system for the scrutinizer to verify the same.
(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently
Asked Questions (―FAQs‖) and e-voting manual available at www.evotingindia.com,
under help section or write an email to [email protected]
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MANAGEMENT DISCUSSION AND ANALYSIS
The Management of APLAYA CREATIONS LIMITED in its Analysis Report has highlighted the performance and outlook of the Company in order to comply with the requirement of Corporate Governance as laid down in Clause 49 of the Listing Agreement. However, investors and readers are cautioned that this discussion contains certain forward looking statements that involve risk and uncertainties.
GLOBAL OVERVIEW
Over all the global economy has witnessed weak growth. Weak growth isn’t just a problem for industrialized economies. Emerging economies are finding it increasingly difficult to maintain the pace of economic expansion they’ve recorded over the past decade. Higher borrowing costs are also putting the brakes on output, as the U.S. Federal Reserve moves toward the exit from its easy money policies, signaling an end ahead for the era of low-cost loans.
The prospect for rising interest rates is making investors re-examine whether emerging markets can sustain the growth necessary to pay off their debts, especially where they may have relied too much on credit. Slowing output combined with higher interest rates could spur defaults on corporate debt and other loans.
In some countries, authorities have been able to assuage investors, although that may only be a temporary respite, the IMF said. India’s central bank’s boosted rates to contain inflation and allowed the rupee to depreciate to spur exports. If lawmakers don’t deliver on promised changes to make the economy more competitive, however, investor confidence there may sour again.
The International Monetary Fund trimmed its outlook for global economic growth, as anemic output in Europe and Japan hobble the recovery and emerging markets struggle with rising borrowing costs.
The fund forecast that the world economy will expand 3.6% this year. That marked a slight downgrade from its 3.7% estimate in January, but would be stronger than last year’s 3% expansion. It comes amid a darker outlook for key emerging markets such as Russia, Brazil and South Africa, despite healthier recoveries in the U.S., Germany and the U.K.
The U.S. growth of 2.8% this year should help perk up prospects for many emerging markets, where output is slowing
INDIAN INDUSTRIAL OVERVIEW
Readymade garment exports were up by 9.40per cent in March and 15.58per cent in 2014-15, thereby registering a stellar growth during the year. The weakening of the rupee has also boosted garment-manufacturing companies. Interestingly, the recovery in the US and European markets will continue to help garment-manufacturing companies.But it is companies who are into production of raw materials, especially yarn besides production and export of garments which have recorded a higher growth in revenues. Not only exports but India’s textile production increased 4.6 percent in April-February 2014-15 even as the index of industrial production dropped by 0.1 per cent.
A large number of textiles exporters are facing a huge financial crunch due to substantial delay in getting duty drawback since the last five months from all the major ports. Drawback claims remain pending since September 2013 despite persistent follow up efforts made by the exporters, thereby, adversely affecting cash flows.
OPPORTUNITIES AND THREATS
Strenth
India is today recognized as one of the best sourcing destinations for garments, textiles,
accessories and finish: It provides a perfect blend of fashion, design, quality, patterns, textures,
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colors and finish. Manufacturers here are ready to innovate, be flexible on quantities, have
hands- on approach to quality control and keep the integrity on deadlines.
Labor is skilled and economical while process are highly without taking away from the quality
of the final product. Amazing technological developments, superior design capabilities and
companies that provide integrated logistic solutions are other highly prized support systems
that the industry thrives on. Combined with these manmade assets are the country’s natural
assets which play a large role in boosting the garment industry- by providing raw materials of
world class quality. Here are some of India’s natural leverages that the industry uses to its full
advantage: India the largest producer of Jute the second largest producer of cotton, silk and
cellulosic fiber, the third largest producer of raw cotton and the fourth largest producer of
synthetic fiber.
Weakness
Exporters may find it challenging to manage liquidity in F.Y. 2015 amid increasing volumes
coupled with a long working capital cycle and the consequent higher use of working capital
limits - a characteristic of the textile business. It is to be noted that India’s position in global
arena is on a shaky platform as it is facing tough competition from its neighboring countries
such as China & Bangladesh. Talking about these three Asian countries the labour in Bangladesh
is cheapest and India’s labour is costliest. China is technologically more advance than India and
Bangladesh and in terms of fabric especially silk, Bangladesh is the leader. The fuel prices in
India are the highest among these countries. China is the leader in exports with more than 40%
market share. From the above point it can clearly be inferred that India is not in a leading
position and will have to work hard to reap success.
RISKS AND CONCERNS
Our revenues and expenses are difficult to predict and can vary significantly from period to
period, which could cause decline in our performance. The economic environment, pricing
pressure and decreased capacity utilization rates could negatively impact our revenues and
operating results. An economic slowdown or other factors that affect the economic health of the
country may affect our business. Our net income may get reduced if Government of India
slashes the subsidies given. Changes in the policies of the Government of India or political
instability could delay the further liberalization of Indian economy, which could impact our
business prospects. Our failure to complete the orders in agreed time frame may negatively
affect our profitability. Our client contracts are often conditioned on our performance, which, if
unsatisfactory, could result in lesser revenues.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has developed adequate internal control system commensurate to its size and
business to ensure that all assets are safeguarded and protected against any loss from
unauthorized use or disposition and that all transactions are authorized, recorded and reported
correctly. The internal audit report reviewed by the Management together with the Audit
Committee of the Board. The Company has a strong Management Information System as a part
of Control Mechanism.
RISK MANAGEMENT
In an interdependent, fast-moving world, organizations are increasingly confronted by risks that
are complex in nature and global in consequence. Such risks can be difficult to anticipate and
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respond to, even for the most seasoned business leaders.
FINANCIAL PERFORMANCE :
During the year under Report the Company has earned an income of Rs. 28,02,476.93/- as
against Rs. (14,56,210/-) in the previous year ended 31st March, 2014. The profit/(Loss) before
tax was Rs. 40,66,143.93/- as against the profit of Rs. (14,20,084/-) in the previous year ended
31st March, 2014. The net Profit/(Loss) after tax during the year was Rs. 28,02,476.93 as against
profit of Rs. (14,56,210)/- in the previous year ended 31st March, 2014.
HUMAN RESOURCES / INDUSTRIAL RELATIONS
The Company regards its human resources as amongst its most valuable assets and proactively
reviews policies and processes by creating a work environment that encourages initiative,
provides challenges and opportunities and recognizes the performance and potential of its
employees attracting and retaining the best manpower available by providing high degree of
motivation, training and structured compensation was the main thrust this year.
CAUTIONARY STATEMENT
This report contains forward-looking statements based on certain assumptions and expectations
of future events. Actual performance, results or achievements may differ from those expressed
or implied in any such forwardlooking statements. The Company assumes no responsibility to
publicly amend, modify or revise any forward looking statements, on the basis of any
subsequent developments, information or events.
FOR AND ON BEHALF OF THE BOARD
APLAYA CREATIONS LIMITED
Sd/-
PLACE: MUMBAI Ramawtar Gupta
DATE: 12/08/2015 Managing Director
(DIN : 06365578)
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DIRECTORS‟ REPORT
To,
The Shareholders,
Aplaya Creations Limited
The Directors have pleasure in presenting their 32nd Annual Report of the Company together
with the Audited Statement of Accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS
The Financial Results are stated as under:
(Rs.)
PARTICULARS Year Ended
31.03.2015
Year Ended
31.03.2014
Sales & Operating Income 11,85,35,238.01 15,39,053
Other Income - -
Total Expenditure with
Depreciation
11,44,69,094.08 14,41,977.86
Gross Income/ (Loss) before
Taxation
40,66,143.93 (14,20,084)
Provision for Taxation 12,63,667 36126
Net Profit/(Loss) 28,02,476.93 (14,56,210)
OPERATIONS
The Company has earned profit after tax of Rs. 28,02,476.93/- during the current financial year
as against Rs. (14,56,210)/- earned during the previous financial year. Profit before tax is
40,66,143.93/- as compared to (14,20,084)/- in previous year.
DIVIDEND
In view of the carry forward losses incurred in the earlier years and pursuant to section 123 of
the Companies Act, 2013, the board regrets its inability to declare any dividend for the year
under review.
DEPOSITS
As on 31.03.2015, the company held no deposit in any form from anyone. There was no deposit
held by the company as on 31.03.2015, which was overdue or unclaimed by the depositors. For
the present the broad of directors have resolved not to accept any deposits from public.
CORPORATE GOVERNANCE
As per the directions of SEBI and the Bombay Stock Exchange Ltd., accordingly the company
has been adhering to the directions and guidelines as required. The report on the code of
corporate governance is annexed separately in this Annual report.
DIRECTORS
The Companies Act, 2013, provides for the appointment of independent directors. Sub-section
(10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold
office for a term of up to five consecutive years on the board of a company; and shall be eligible
for re-appointment on passing a special resolution by the shareholders of the Company.
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Further, according to Sub-section (11) of Section 149, no independent director shall be eligible
for appointment for more than two consecutive terms of five years. Sub-section (13) states that
the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of
the Act shall not apply to such independent directors.
The Board has recommended the appointment of Mr. Dipak Kumar Sharma as the Independent
Director of the company with effect from 30.09.2014 and for period of 5-years and his
appointment was confirmed by the members at the Annual general meeting held on 30th
September, 2014 as required under Section 149(10).
During the year under review the following director due to preoccupation resigned from the
Board of the company, Mr. Sohanlal Agrawal, Director of the Company resigned from the Board
on 14/08/2014.
BOARD EVALUATION
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board
evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to
be made by the Board of its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of
independent directors shall be done by the entire Board of Directors, excluding the director
being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the criteria
and framework adopted by the Board. The evaluation process has been explained in the
corporate governance report section in this Annual Report. The Board approved the evaluation
results as collated by the nomination and remuneration committee.
NUMBER OF MEETINGS OF THE BOARD
The Board met 8 times during the financial year, the details of which are given in the corporate
governance report that forms part of this Annual Report. The intervening gap between any two
meetings was within the period prescribed by the Companies Act, 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and independent directors to
maintain the independence of the Board and separate its functions of governance and
management. As on March 31, 2015, the Board consists of 5 members. Out of which one is the
Managing Director, One is Executive Director & CFO, two Independent Directors and one
Woman Director is Chairman and Non-exicutive Director on the Board of the Company.
The policy of the Company on directors' appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board,
are stated in this Board report. We affirm that the remuneration paid to the directors is as per
the terms laid out in the nomination and remuneration policy of the Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation program. To familiarize
the new inductees with the strategy, operations and functions of our Company, the executive
directors / senior managerial personnel make presentations to the inductees about the
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Company's strategy, operations, product and service offerings, markets, software delivery,
organization structure, finance, human resources, technology, quality, facilities and risk
management.
The Company has organized the following workshops for the benefit of Directors and
Independent Directors:
(a) a program on how to review, verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act, 2013; and
(d) SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the Company issues a formal
letter of appointment outlining his/her role, functions, duties and responsibilities as a director.
COMMITTEES OF THE BOARD
Currently, the Board has Five committees: 1. Audit Committee, 2. Nomination and
Remuneration Committee, 3. Stake Holders Relationship Committee, 4. Share Transfer
Committee, 5. Risk Management Committee.
A detailed note on the Board and its committees is provided under the corporate governance
report section in this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section
149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in
Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
INDEPENDENT DIRECTORS DECLARATIONS
In the opinion of the Board, the independent directors are, individually, person of integrity and
possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary or associate company;
2. They are not directors in the company, its holding, subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company, its holding,
subsidiary or associate company, or their promoters, or directors, during the two
immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniary relationship or
transaction with the company, its holding, subsidiary or associate company, or their
promoters, or directors, amounting to two percent. or more of its gross turnover or total
income or fifty lakh rupees or such higher amount as may be prescribed, whichever is
lower, during the two immediately preceding financial years or during the current financial
year;
5. Independent Director, neither himself nor any of his relatives—
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14
holds or has held the position of a key managerial personnel or is or has been employee
of the company or its holding, subsidiary or associate company in any of the three
financial years immediately preceding the financial year in which he is proposed to be
appointed;
is or has been an employee or proprietor or a partner, in any of the three financial years
immediately preceding the financial year in which he is proposed to be appointed, of—
a firm of auditors or company secretaries in practice or cost auditors of the
company or its holding, subsidiary or associate company; or
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c)
OF THE COMPANIES ACT, 2013
The financial statements are prepared in accordance with the Generally Accepted Accounting
Principles (GAAP) under the historical cost convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under Section 133 of the
Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the
provisions of the Act (to the extent notified) and guidelines issued by the Securities and
Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards in the adoption of these
standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.
2. The directors have 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 at the end of the financial year and of the profit and loss of the Company for that period.
3. The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. The directors have prepared the annual accounts on a going concern basis.
5. The directors have laid down internal financial controls, which are adequate and are operating effectively.
6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
AUDITORS
STATUTORY AUDITORS
At the Postal Ballot Result announced on February 5, 2015, M/s. Agarwal Desai And Shah,
Chartered Accountants, Mumbai were appointed as statutory auditors of the Company to hold
office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In
terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the
auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the
appointment of M/s. Agarwal Desai And Shah, Chartered Accountants, as statutory auditors of
the Company, is placed for ratification by the shareholders. In this regard, the Company has
32nd Annual Report
15
received a certificate from the auditors to the effect that if they are reappointed, it would be in
accordance with the provisions of Section 141 of the Companies Act, 2013.
AUDITOR‟S REPORT
The Auditors have not made any qualification to the financial statement. Their reports on
relevant notes on accounts are self explanatory and do not call for any comments under section
134 of the companies Act, 2013.
SECRETARIAL AUDITOR
Mr. Anand Khandelia, Practicing Company Secretaries was appointed to conduct the secretarial
audit of the Company for the financial year 2014-15, as required under Section 204 of the
Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms
part of the Annual Report and part of the Board's report as Annexure -1.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were on arm's
length basis and were in the ordinary course of the business. There are no materially significant
related party transactions made by the company with Promoters, Key Managerial Personnel or
other designated persons which may have potential conflict with interest of the company at
large.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of
the Board and all employees in the course of day to day business operations of the company.
The Company believes in ―Zero Tolerance‖ against bribery, corruption and unethical dealings /
behaviors of any form and the Board has laid down the directives to counter such acts. The Code
has been posted on the Company's website www.einsedutechltd.com
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and in dealing
with stakeholders. The Code gives guidance through examples on the expected behavior from
an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with
the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with
instance of fraud and mismanagement, if any, in staying true to our values of Strength,
Performance and Passion and in line with our vision of being one of the most respected
companies in India, the Company is committed to the high standards of Corporate Governance
and stakeholder responsibility.
32nd Annual Report
16
The Company has a Fraud Risk and Management Policy to deal with instances of fraud and
mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination will be meted out to any person for a
genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. The
Committee reports to the Audit Committee and the Board.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or
sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when
the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the Code.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company's operations in future.
EXTRACT OF ANNUAL RETURNS
In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return
is annexed as Annexure -2.
1. The Paid up capital of the Company is Rs. 14,38,00,000/- consisting of 14,38,00,000
equity shares of face value of Re.1/- each.
2. The Board of Directors of the company consists of 5 Directors namely Mr. Ramawtar
Gupta Managing Director, Mr. Pramod Kumar Gupta Executive Director & CFO, Mr.
Sachin Somaiya Independent Director, Mr. Dipak Kumar Sharma Independent Director
and Ms. Pinki Gupta Chairman Non Executive Director of the Company.
3. The secured debt of the company is Nil.
4. The Promoters holding is consists of 1,37,64,500 equity shares of Rs.1/- each amounting
to 9.57%.
5. There was no un-paid dividend during the year.
FOR AND ON BEHALF OF THE BOARD
APLAYA CREATIONS LIMITED
PLACE: MUMBAI Sd/-
DATE: 12/08/2015 Ramawtar Gupta
Managing Director
(DIN : 06365578)
32nd Annual Report
17
ANNEXURE 1
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Aplaya Creations Limited
Mumbai
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and
the adherence to good corporate practices by Aplaya Creations Limited (hereinafter called the
Company).
Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating
the corporate conducts / statutory compliances and expressing my opinion thereon.
I have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company for the financial year ended on March 31, 2015 according to the
provisions of:
1. The Companies Act, 2013 (the Act) and the rules made thereunder and certain provisions of
Companies Act, 1956 and rules made thereunder;
2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
The following Regulations and Guidelines prescribed under the Securities and Exchange Board
of India Act, 1992 ('SEBI Act'):
5. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
6. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992;
7. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
8. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
9. The Securities and Exchange Board of India( Employee Stock Option Scheme and Employee
Stock Purchase Scheme)Guidelines,1999 (Not Applicable to the Company during the Audit
Period); Other laws applicable specifically to the Company namely:
10. Information Technology Act, 2000 and the rules made thereunder ;
11. Secretarial Standards issued by The Institute of Company Secretaries of India.
I have also examined compliance with the applicable clauses of the Listing Agreements entered
into by the Company with the Bombay Stock Exchange Limited.
32nd Annual Report
18
I report that, during the year under review, the Company has complied with the provisions of
the Acts, rules, regulations and guidelines mentioned above.
I further report that, there were no actions / events in pursuance of:
1. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008;
2. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
and
3. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998,
requiring compliance thereof by the Company during the financial year and the Secretarial
Standards issued by The Institute of Company Secretaries of India were not applicable during
the year.
Further based on my verification of the Company's books, papers, minute books, forms and
returns filed and other records maintained by the Company and also the information provided
by the Company, its officers, agents and authorized representatives during the course and
conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the
audit period covering the financial year ended on March 31, 2015 complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes and
compliance mechanism in place to the extent, in the manner as required under the various
provisions of Companies Act, 2013, SEBI Act, 1992 and all other laws and applicable provisions
there under.
I further report that, based on the information provided by the Company, its officers and
authorized representatives during the conduct of the audit, and also on the review of quarterly
compliance reports by respective department heads / CEO taken on record by the Board of
Directors of the Company, in my opinion, adequate systems and processes and control
mechanism exist in the Company to monitor and ensure compliance with applicable general
laws like labour laws.
I further report, that the compliance by the Company of applicable financial laws, like direct and
indirect tax laws, has not been reviewed in this Audit since the same have been subject to review
by statutory financial audit and other designated professionals.
I further report that, the Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period under
review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed
notes on agenda were sent at least seven days in advance to all Directors, and a system exists
for seeking and obtaining further information and clarifications on the agenda items before the
meeting and for meaningful participation at the meeting. As per the minutes of the meetings
duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no
dissenting views have been recorded.
I further report that, there are adequate systems and processes in the Company commensurate
with the size and operations of the Company to monitor and ensure compliance with applicable
laws, rules, regulations and guidelines. I report further that, during the audit period there were
32nd Annual Report
19
no other specific events / actions in pursuance of the above referred laws, rules, regulations,
guidelines, etc., having a major bearing on the Company's affairs.
Place: Kolkata For Mr. Anand Khandelia
Date: 10/08/2015
Sd/-
Anand Khandelia
Practicing Company Secretary
C.P. No. 5841
32nd Annual Report
20
ANNEXURE – 2
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
As on financial year ended 31.03.2015
Pursuant to Section 92(3) of the Companies act, 2013 read with The Companies (Management
and Administration) Rules, 2014
A. REGISTRATION AND OTHER DETAILS:
CIN:- L17122MH1996PLC100018
Registration Date: 09/03/1983
Name of the Company: APLAYA CREATIONS LIMITED
Category / Sub-Category of the Company
Public Company/Limited by Shares
Address of the Registered office and contact details:
D-112, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (W), Mumbai- 400 053 , Tel.No.: 022-40045341, Fax No. 022-40045341 E-mail : [email protected]
Website: www.einsedutechltd.com
Whether listed company YES 1. Bombay Stock Exchange Limited 2. Culctta Stock Exchange Limited
Name, Address and Contact details of Registrar and Transfer Agent, if any
Sharepro Services (India) Pvt. Ltd.
13AB, Samhita Warehousing Complex, 2nd Floor, Sakinana Telephone Exchange Lane, Off. Andheri-Kurla Road, Sakinaka, Andheri (E), Mumbai-400072, Tel: 022-67720300/67720400, Fax: 28591568 Email: [email protected]
B. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
Sr. No.
Name and Description of main products / services
NIC Code of the Product/ service% to total turnover of the company
% to total turnover of the company
a. Readymade Garments and Trading of Sarees
- 96.28 %
C. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr. No. Name and address of the company
CIN/GLN Holding/Subsidiary/Associate
% of shares held
a Not Applicable
32nd Annual Report
21
%
Change during
the year
Demat Physical Total % of Total
Shares
Demat Physical Total % of Total
Shares
0 0 0 0 0 0 0
0 0 0 0 0 0 0
1376450 0 1376450 9.57 13764500 0 13764500 9.57 0
0 0 0 0 0 0 0
0 0 0
1376450 0 1376450 9.57 13764500 0 13764500 9.57 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0
1376450 0 1376450 9.57 13764500 0 13764500 9.57 0
0 0 0 0 0 0 0 0 0
135500 0 135500 0.95 35788710 0 35788710 24.89
0 58050 58050 0.40 2050663 310500 2361163 1.64
12810000 0 12810000 89.08 91885577 0 91885577 63.90
0 0 0 0 50 0 50 0
0 0 0 0 0 0 0
0 0 0
0 0 0
0 0 0
12945500 58050 13003550 90.43 129725000 310500 130035500 90.43 0
12945500 58050 13003550 90.43 129725000 310500 130035500 90.43 0
0
14321950 58050 14380000 100.00 143489500 310500 143800000 100.00 0Grand Total
(A+B+C)
Trusts
Foreign Boodies - D
R
Sub-total (B)(2):-
Total Public
Shareholding
C. Shares held by
Custodian for GDRs
(ii) Individual
shareholders (c). Other (specify)
Non Resident
IndiansOverseas Corporate
BodiesForeign Nationals
Clearing Members
2. Non-Institutions
(a). BODIES CORP.
(i). Indian
(ii). Overseas
(b). Individuals
(i) Individual
shareholders
(g). FIIs
(h). Foreign Venture
Capital Funds(i). Others (specify)
Sub-total (B)(1):-
(a). Mutual Funds
(b). Banks / FI
(c). Central Govt.
(d). State Govt.
(e). Venture Capital
Funds(f). Insurance
Companies
Sub-total (A) (2):-
Total shareholding
of Promoter (A) =
(B) (1). PUBLIC
SHAREHOLDING
(b). Other Individual
(c). Bodies Corporates
(d). Banks / FII
(e). Qualified Foreign
Investor(f). Any Other
Specify
(e). FIINS / BANKS.
(f). Any Other
Sub-total (A) (1):-
(2). FOREIGN
(a). Individual NRI /
For Ind
(1). INDIAN
(a). individual
(b). Central Govt.
(c). State Govt(s).
(d). Bodies Corpp.
Category of
Shareholders
No. of Shares held at the
beginning of the year
01/04/2014
No. of Shares held at the end of the year 31/03/2015
A. PROMOTER'S
D. SHARE HOLDING PATTERN
i) Category-wise Share Holding
32nd Annual Report
22
(ii) Shareholding of Promoters
Sl No.
Shareholder‟s Name
Shareholding at the beginning of the year 01/04/2014
Share holding at the end of the Year 31/03/2015
No. of Shares
% of total Shares of the company
% of Shares Pledged /encum-bered to total shares
No. of Shares
% of total Shares of the company
%of Shares Pledged /encum-bered to total shares
% change in share holding during the year
1 Westfield Appareals Pvt. Ltd.
1376450 9.57 0 13764500 9.57 0 0.00
(iii) Change in Promoters‟ Shareholding (please specify, if there is no change)
Sl No.
Shareholder‟s Name
Shareholding at the beginning of the year 01/04/2014
Share holding at the end of the Year 31/03/2015
No. of Shares at the beginning (01-04-2014) / end of the yrar (31-03-2015)
% of total Shares of the company
Date
Increasing / Decreseing in shareholding
Reson
No. of Shares
% of total Shares of the company]
1 NA
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Sr. No.
Name No. of Shares at the beginning (01-04-2014) / end of the yrar (31-03-2015)
% of total Shares of the company
Date Increasing / Decreseing in shareholding
Reson No. of Shares
% of total Shares of the company]
1 Jagdish Chander Malhotra
500000 3.48% 01.04.2014
05.12.2014 15000 Transfer 485000 3.37%
12.12.2014 9000 Transfer 476000 3.31%
19.12.2014 12000 Transfer 464000 3.23%
09.01.2015 464000 Transfer 0 0.00%
20.03.2015 500000 Transfer 500000 0.35%
27.03.2015 500000 Transfer 0 0.00%
Closing Balance
31.03.2015 0
32nd Annual Report
23
2 Suresh Kumar Garg
450000 3.13% 01.04.2014
13.03.2015 4500000 Change of F.V
4500000
3.13%
27.03.2015 150000 Transfer 435000
0 3.03%
31.03.2015 82000 426800
0 2.97%
Closing Balance
31.03.2015 426800
0 2.97%
3 Veena Jain 250000 1.74% 01.04.2014
14.11.2014 10000 Transfer 240000 1.67%
28.11.2014 2500 Transfer 237500 1.65%
13.03.2015 2375000 Change of F.V
2375000
1.65%
Closing Balance
31.03.2015 237500
0 1.65%
4 Rajendra Kumar Jain
250000 1.74% 01.04.2014
28.11.2014 3000 Transfer 247000 1.72%
13.03.2015 2470000 Change of F.V.
2470000
1.72%
Closing Balance
31.03.2015 247000
0 1.72%
5 Pravin Kumar Agarwal
225000 1.56% 01.04.2014
31.12.2014 50000 Transfer 175000 1.22%
30.01.2015 50000 Transfer 125000 0.87%
13.03.2015 1250000 Change of F.V.
1250000
0.87%
27.03.2015 300000 Transfer 950000 0.66%
Closing Balance
31.03.2015 950000 0.66%
6 Rohit Agarwal
200000 1.39% 01.04.2014
13.03.2015 2000000 Change of F.V
2000000
1.39%
Closing Balance
31.03.2015 200000
0 1.39%
7 Heema Agarwal
200000 1.39% 01.04.2014
06.03.2015 25000 Transfer 175000 1.22%
13.03.2015 1750000 Change of F.V.
1750000
1.22%
27.03.2015 11843 Transfer 173815
7 1.21%
Closing Balance
31.03.2015 173815
7 1.21%
32nd Annual Report
24
8 Yogesh Agarwal
200000 1.39% 01.04.2014
13.03.2015 2000000 Change of F.V
2000000
1.39%
Closing Balance
31.03.2015 200000
0 1.39%
9 Suresh Kumar Asrani
200000 1.39% 01.04.2014
17.10.2014 20000 Transfer 180000 1.25%
31.10.2014 10005 Transfer 169995 1.18%
07.11.2014 20500 Transfer 149495 1.04%
14.11.2014 6000 Transfer 143495 1.00%
31.12.2014 18000 Transfer 125495 0.87%
09.01.2015 4000 Transfer 121495 0.84%
13.03.2015 1214950 Change of F.V.
1214950
0.84%
27.03.2015 100000 Transfer 131495
0 0.91%
Closing Balance
31.03.2015 131495
0 0.91%
10
Rajgopal Krishankumari Khandelwal
160000 1.11% 01.04.2014
21.11.2014 15000 Transfer 145000 1.01%
28.11.2014 10000 Transfer 135000 0.94%
05.12.2014 25000 Transfer 110000 0.76%
12.12.2014 6500 Transfer 103500 0.72%
19.12.2014 4000 Transfer 99500 0.69%
31.12.2014 18900 Transfer 80600 0.56%
09.01.2015 7000 Transfer 73600 0.51%
16.01.2015 10500 Transfer 63100 0.44%
23.01.2015 6997 Transfer 56103 0.39%
30.01.2015 7500 Transfer 48603 0.34%
06.02.2015 2000 Transfer 46603 0.32%
13.02.2015 5550 Transfer 41053 0.29%
20.02.2015 5000 Transfer 36053 0.25%
27.02.2015 8000 Transfer 28053 0.20%
06.03.2015 4500 Transfer 23053 0.16%
13.03.2015 230530 Change of F.V.
230530 0.16%
20.03.2015 115000 Transfer 115000 0.08%
27.03.2015 20530 Transfer 95000 0.07%
31.03.2015 95000 Transfer 0
Closing balance
31.03.2015 0
32nd Annual Report
25
(v) Shareholding of Directors and Key Managerial Personnel:
Sr. No.
Shareholding of each Director and key Managerial
Personnel
Shareholding at the beginning of the year 01/04/2014
Cumulative Shareholding during the year 31/03/2015
No. of shares
% of total shares of the company
No. of shares
% of total shares of the company
NA
V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans excluding deposits
Unsecured Loans
Deposits
Total Indebtedness
Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due
- - - -
Total (i+ii+iii)
Change in Indebtedness during the financial year • Addition • Reduction
- - - -
Net Change
Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not
- - - -
Total (i+ii+iii)
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Sl.no. Particulars of Remuneration Name of Managing Director Total Amount
Ramawtar Gupta
- - -
1 Gross salary 3,60,000 3,60,000
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
-
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
-
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961
-
32nd Annual Report
26
2 Stock Option -
3 Sweat Equity -
4 Commission -
- as % of profit -
- others, specify… -
5 Others, please specify -
Total (A) 3,60,000 3,60,000
Ceiling as per the Act -
B. Remuneration to other directors:
Sl.no. Particulars of Remuneration
Name of Directors Manager
Total Amount
1. Independent Directors Sachin Somiya
Dipak Kumar Sharma
•Fee for attending board / committee meetings
- -
• Commission - -
• Others, please specify - -
Total (1) - -
2. Other Non-Executive Directors Pinki Gupta
•Fee for attending board / committee meetings
- -
• Commission - -
• Others, please specify - -
Total (2) - -
Total (B)=(1+2) - -
Total Managerial Remuneration - -
Overall Ceiling as per the Act - -
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
Particulars of Remuneration Key Managerial Personnel
CFO Company Secretary
CFO Total
1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
- 4,32,000 - 4,32,000
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - -
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
- - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - as % of profit - others, specify…
- - - -
Others, please specify - - - -
Total - 4,32,000 - 4,32,000
32nd Annual Report
27
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type
Section of the Companies Act
Brief Description
Details of Penalty / Punishment/ Compounding fees imposed
Authority [RD / NCLT/ COURT]
Authority [RD / NCLT/ COURT]
A. COMPANY :
Penalty Clause 41 of Listing Agreement
Late filling of Un-audited Financial Resul in June, 2014 Quarter
11,236/-
Bombay Stock Exchange Ltd.
Bombay Stock Exchange Ltd.
Punishment
Compounding
B. DIRECTORS: NOT APPLICABLE
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
32nd Annual Report
28
CORPORATE GOVERNANCE REPORT
(Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges)
1. COMPANY‟S PHILOSOPHY ON CODE OF GOVERNANCE:
The Company's Philosophy on Code of Governance envisages attainment of highest level of
transparency, accountability, empowerment and ethical business conduct across all facts of its
operations. The Company aspires to be a responsible partner acting with integrity towards its
shareholders, customers, employees, the government and its business associates.
2. COMPOSITION OF BOARD:
The Company has a adequate composition of Board of Directors along with Women Director.
SR. NO. NAME OF DIRECTORS CATEGORY
1 Mr. Ramawtar Gupta Managing Director
2 Mr. Pramod Kumar Gupta Executive Director & CFO
3 Mr. Sachin Somaiya Independent Director
4 Mr. Dipak Kumar Sharma Independent Director
5 Ms. Pinki Gupta Chairman Cum Non-Executive Director
3. MEETINGS AND ATTENDANCE DURING THE YEAR
Attendance of Directors at the Meeting of Board of Directors for the Financial Year 2014-2015.
The Company has conducted 8 Board Meetings during the year on 26/05/2014, 30/05/2014, 14/08/2014, 31/10/2014, 14/11/2014, 20/11/2014, 22/12/2014 and 14/02/2015.
The Details of Board of Directors Meeting Held during the Financial Year 2014– 2015:
Sr. No.
Date of Board Meetings
Board Strength
No. Of. Directors Present At Board Meetings
1 26-May-14 4 3
2 30-May-14 4 3
3 14-Aug-14 4 4
4 31-Oct-14 5 3
5 14-Nov-14 5 4
6 20-Nov-14 5 4
7 22-Dec-14 5 4
8 14-Feb-15 5 4
Attendance of Directors at the 31st Annual General Meeting for the Financial Year 2013-2014
The Attendance of Directors at the Last Annual General Meeting which was held on 30th September, 2014 for the financial year 2013-2014:
SR. NO. NAME OF DIRECTORS ATTENDENCE AT AGM
1 Ramawtar Gupta P
2 Pramod Kumar Gupta N
3 Sachin Somaiya N
4 Pinki Gupta P
32nd Annual Report
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COMMITTEES OF THE BOARD The Company has five committees viz: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee, 4. Share Transfer Committee, and 5. Risk Management Committee
The decisions relating to the constitution of committees, appointment of members and fixing of terms of service for committee members are taken by the Board of Directors.
1. AUDIT COMMITTEE
The term of reference of this committee cover the matter specified for Audit Committee under clause 49 of the Listing Agreement. The current Audit Committee of the Company comprises three Directors, who possess knowledge of the corporate finance & accounts.
The constitution of the Audit Committee is as follows:-
Name of Directors Status of Committee Nature of Directorship
Mr. Sachin Somaiya Chairman Independent Director
Mr. Dipak Kumar Sharma Member Independent Director
Mr.Pramod Kumar Gupta Member Director
MEETINGS AND ATTENDANCE
During the financial year ended 31st March, 2015, 4 Audit Committee Meetings were held during the year i.e. 30/05/2014, 14/08/2014, 14/11/2014 and 14/02/2015.
2. NOMINATION AND REMUNERATION COMMITTEE
The objective of Nomination and Remuneration Committee is to assess the remuneration payable to our Managing Director/Whole Time Directors; sitting fee payable to our Non Executive Directors; remuneration policy covering policies on remuneration payable to our senior executives.
The constitution of the Nomination and Remuneration Committee is as follows:-
Name of Directors Status of Committee Nature of Directorship
Mr. Sachin Somaiya Chairman Independent Director
Mr. Dipak Kumar Sharma Member Independent Director
Mr.Pramod Kumar Gupta Member Director
ROLE OF THE COMMITTEE:
The role of Nomination and Remuneration Committee is as follows: 1) determining/recommending the criteria for appointment of Executive, Non-Executive
and Independent Directors to the Board; 2) determining/recommending the criteria for qualifications, positive attributes and
independence of Directors; 3) identifying candidates who are qualified to become Directors and who may be
appointed in Senior Management and recommending to the Board their appointment and removal;
4) reviewing and determining all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonus, stock options, pension, etc;
5) reviewing and determining fixed component and performance linked incentives for Directors along with the performance criteria;
32nd Annual Report
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6) determining policy on service contracts, notice period, severance fees for Directors and Senior Management;
7) evaluating performance of each Director and performance of the Board as a whole;
3. STAKE HOLDERS RELATIONSHIP COMMITTEE: The Committee deals with various matters relating to the transmission of shares, issue of duplicate share certificates, approving the split and consolidation requests and other matters including Shareholder's Complaints and Grievance.
The Present Stake Holders Relationship Committee consists of:
Name of Directors Status of Committee Nature of Directorship
Mr. Dipak Kumar Sharma Chairman Independent Director
Mr. Sachin Somaiya Member Independent Director
Mr. Ramawtar Gupta Member Managing Director
SHARE TRANSFER COMMITTEE:
The Board has delegated the powers to a committee to approve transfer/transmission of shares and attend to all other matters related thereto.
The Present Share Transfer Committee consists of:
Name of Directors Status of Committee Nature of Directorship
Mr. Dipak Kumar Sharma Chairman Independent Director
Mr. Sachin Somaiya Member Independent Director
Mr. Pramod Kumar Gupta Member Director
RISK MANAGEMENT COMMITTEE:
The Company has a well-defined risk management framework in place. The committee ensures that by following the regulatory norms, the company effectively manages the risks and has a focused Risk Management monitoring in place.
The Present Risk Management Committee consists of:-
Name of Directors Status of Committee Nature of Directorship
Mr. Ramawtar Gupta Chairman Managing Director
Mr. Sachin Somaiya Member Independent Director
Mr. Dipak Kumar Sharma Member Independent Director
DISCLOSURES: RELATED PARTY TRANSACTIONS:-
Disclosures on materially significant related party transactions i.e. transactions of the Company material in nature, with its Promoters, Directors, Management, their relatives etc. that may have potential conflict with the interest of the Company at large. None of the transaction with any of the related parties was in conflict with the interest of the Company.
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ANNUAL GENERAL MEETINGS:
The Details of Annual General Meetings of the Last three years are as follows:
Whether Special Resolutions were put through postal ballot last year: No
Are votes proposed to be conducted through postal ballot this year: Yes, details are given
below:
MEANS OF COMMUNICATION:
(a) Quarterly results:
The Unaudited quarterly results are announced within 45 days from the end of the
quarter, as stipulated under the listing agreement with the Bombay Stock Exchange
Limited & Calcutta Stock Exchange Ltd.
(b) Newspapers wherein normally published: Yes
(c) Any Website, wherein displayed: Yes ( www.einsedutechltd.com )
GENERAL SHAREHOLDER INFORMATION
(a) AGM date, time and venue:
Annual General Meeting will be held on Wednesday, the 30th September, 2015 at
12:30 P.M. at the Registered office of the Company – D-112, Crystal Plaza, Opp.
Infinity Mall, New Link Road, Andheri (W), Mumbai – 400 053.
Copy of Notice of Annual Gereral Meeting and Annual Report are available on
Company Website.
(b) Date of Book Closure: 24th September, 2015 to 29th September, 2015 (Both days Inclusive)
(c) Financial Year: 1st April to 31st March.
(d) Tentative Calendar for financial year 1st April, 2015 to 31st March , 2016:
The tentative dates of meeting of Board of Directors for consideration of quarterly financial results for the financial year ending 31st March, 2016 are as follows:
Financial Year Date Time Location
2013-2014 30/09/2014 3:30 P.M. At Regd. Office, Mumbai
2012-2013 31/08/2013 2 P.M. At Regd. Office, Mumbai
2011-2012 29/09/2012 11 A.M. At Regd. Office, Mumbai
Financial Year Date of Result Time Location
2014-2015 05/02/2015 2:00 P.M. At Regd. Office, Mumbai
Financial Result for the Quarter Ended 30th June, 2015
14th August, 2015
Financial Result for the Quarter and half year Ended 30th
Sebtember, 2015
14th November, 2015
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(e) Stock Exchanges where securities are listed.
The Company’s securities are listed at:
1. Bombay Stock Exchange Limited (BSE)
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001
2. Calcutta Stock Exchange Ltd.
7, Lyons Range, Kolkata - 700001
(f) Stock code: 511064
(g) ISIN: INE099M01027
(h) Corporate Identity Number : L17122MH1996PLC100018
(i) Registrar and Transfer Agent:
M/s Sharepro Services (India) Pvt. Ltd.
13 AB Samhita Warehousing Complex,
2nd Floor, Sakinaka Telephone Exchange Lane,
Off Andheri-Kurla Road, Sakinaka,
Andheri (E), Mumbai - 400 072.
Tel.: 91-22-67720 300/400
Email: [email protected]
(j) Share Transfer Systems
The Shares received for transfer in physical mode are registered and returned within a
period of 15 Days from the date of receipts if the documents are clear in all respect.
(k) Dematerialization of shares and liquidity: 143639500 shares (99.88%)
(l) Investor Correspondence:
For any assistance regarding share transfers, transmission, change of address, non-receipt
of annual report and any other query relating to the shares of the Company. Please write
to M/s Sharepro Services (India) Pvt. Ltd., 13 AB Samhita Warehousing Complex, 2nd
Floor, Sakinaka Telephone Exchange Lane, Off Andheri-Kurla Road, Sakinaka, Andheri
(E), Mumbai - 400 072
(m) Outstanding ADRs / GDRs:
The company has not issued any ADRs / GDRs.
(n) Distribution of Shareholding and Shareholding Pattern as on 31st March, 2015:
Financial Result for the Quarter Ended 31st December, 2015
14th February, 2016
Financial Result for the Quarter and year Ended 31st March, 2015
30th May, 2016
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33
(1) Distribution of Shareholding as on 31st March, 2015:
(2) Shar
(
2) Shar
(2) Shareholding Pattern as on 31st March, 2015:
No. of Shares held % to Total Shares
Promoter Group 1,37,64,500 9.57%
Mutual Funds and UTI
Banks & Financial institutions &
Insurance Companies etc.
- -
Venture Capital Funds -
Corporate Bodies 3,57,88,710 24.89%
General Public 9,42,46,790 65.54%
NRIs / OCBs - -
TOTAL 14,38,00,000 100.00
(o) Address for correspondence:
The Company’s Registered Office is situated at –
APLAYA CREATIONS LIMITED
D-112, Crystal Plaza, Opp. Infinity Mall,
New Link Road, Andheri (w), Mumbai – 400 053.
Any Correspondence by the shareholders should be addressed either to Registered
Office at above address or Registrar/Share Transfer Agents.
FOR AND ON BEHALF OF THE BOARD,
APLAYA CREATIONS LIMITED
Sd/-
PLACE: MUMBAI Ramawtar Gupta
DATE : 12/08/2015 Managing Director
(DIN : 06365578)
Share Holding of Nominal
Value of Share Holders Share Amount
Rs. Rs. Number % of
Total
Nos.
In Rs.
% of Total
Amount
(1) (2) (3) (4) (5)
Up to 5,000 86 25.37% 25253.00 0.02%
5,001 10,000 16 4.72% 1,45,500.00 0.10%
10,001 20,000 28 8.26% 3,91,000.00 0.27%
20,001 30,000 20 5.90% 5,30,960.00 0.37%
30,001 40,000 6 1.77% 2,13,450.00 0.15%
40,001 50,000 13 3.83% 6,42,040.00 0.45%
50,001 1,00,000 27 7.96% 21,02,302.00 1.46%
1,00,001 And above 143 42.18% 13,97,49,495.00 97.18%
TOTAL 339 100.00% 14,38,00,000.00 100.00%
32nd Annual Report
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DECLARATION
To,
The Members of APLAYA CREATIONS LIMITED
As provided under Clause 49 of the Listing Agreement with Stock Exchanges, all the Board
Members and Senior Management Personnel have affirmed compliance with Code of Conduct
for the year ended 31st March, 2015.
FOR AND ON BEHALF OF THE BOARD,
APLAYA CREATIONS LIMITED
Sd/-
PLACE: MUMBAI Ramawtar Gupta
DATE : 12/08/2015 Managing Director
(DIN : 06365578)
32nd Annual Report
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CERTIFICATE OF CORPORATE GOVERNANCE REPORT
To,
The Members of APLAYA CREATIONS LIMITED D-112, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai – 400 053
We have reviewed the implementation of Corporate Governance procedures by Aplaya Creations Limited during the year ended 31st March, 2015, with the relevant records and documents maintained by the Company, furnished to us for our review and the report on Corporate Governance as approved by the Board of Directors. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. On the basis of our review and according to the information and explanations given to us, the company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreements with the Stock Exchanges in all material respects. There were no investors grievance is pending for a period exceeding one month against the Company as per the records maintained by the Stake Holders Relationship Committee. For AGARWAL DESAI AND SHAH CHARTERED ACCOUNTANTS FRN: 124850W Sd/- RISHI SEKHRI PARTER Membership No. 126656 Place: Mumbai
Date: 12/08/2015
32nd Annual Report
36
CFO CERTIFICATE
I, Pramod Kumar Gupta, Chief Finance Officer of Aplaya Creations Limited to the best of my
knowledge and belief certify that:
1. I have reviewed the balance sheet and profit and loss account, and all its schedules and notes to accounts, as well as the cash flow statement.
2. Based on my knowledge, information and belief, these statements do not contain any untrue statement of a material fact or omit to state a material fact that might be misleading with respect to the statements made.
3. Based on my knowledge, information and belief, the financial statements and other financial information included in this report present a true and fair view of the company’s affairs for the period presented in this report and are in compliance with the existing accounting standards, applicable laws and regulations.
4. To the best of my knowledge, information and belief, no transactions entered into by the company during the year are fraudulent, illegal or violative of the Company’s Code of Conduct.
5. I am responsible for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting.
6. I have disclosed, based on my most recent evaluation, wherever applicable, to the Company’s Auditors and the Audit Committee of the Company’s Board of Directors all significant deficiencies in the design or operation of internal controls, if any, of which they are aware and the steps taken or proposed to be to rectify the deficiencies;
I have indicated to the Auditors and the Audit Committee:
a) Significant changes in the Company’s internal control over the financial reporting during the year;
b) All significant changes in accounting policies during the year, if any, and that the same have been disclosed in the notes to the financial statements;
c) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company’s internal control system
over financial reporting.
FOR AND ON BEHALF OF THE BOARD,
APLAYA CREATIONS LIMITED
Sd/-
PLACE: MUMBAI Pramod Kumar Gupta
DATE : 12/08/2015 Chief Financial Officer
32nd Annual Report
37
INDEPENDENT AUDITORS‟ REPORT
To
The Members of
APLAYA CREATIONS LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of APLAYA CREATIONS LIMITED
(formerly known as EINS EDUTECH LIMITED) (―the Company‖), which comprise the Balance
Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement of the
Company for the year then ended and a summary of the significant accounting policies and other
explanatory information.
Management‟s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies
Act, 2013 (―the Act‖) with respect to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance and cash flows of the Company in accordance
with the accounting principles generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility also includes the maintenance of adequate accounting records in accordance with the
provision of the Act for safeguarding of the assets of the Company and for preventing and detecting
the frauds and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of internal financial control, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error.
Auditors‟ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We have
taken into account the provisions of the Act, the accounting and auditing standards and matters which
are required to be included in the audit report under the provisions of the Act and the Rules made
thereunder. We conducted our audit in accordance with the Standards on Auditing specified under
section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal financial control relevant to the
32nd Annual Report
38
Company’s preparation of the financial statements that give true and fair view in order to design
audit procedures that are appropriate in the circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of the accounting estimates made
by Company’s Directors, as well as evaluating the overall presentation of the financial statements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
financial statements give the information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles generally accepted in India of the state
of affairs of the Company as at March 31, 2015, its profit for the year ended on that date and the Cash
Flow statement for the year.
Report on Other Legal and Regulatory Requirements
1. As required by the companies (auditor’s report) order, 2015, issued by the department of
company affairs, in terms of sub section 11 of section 143 of the companies act, 2013, we give
in the annexure a statement on the matters specified in paragraphs 4 and 5 of the order.
2. As required by section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;
(b) In our opinion proper books of account as required by law have been kept by the Company so
far as it appears from our examination of those books.
(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement, dealt with by this
Report are in agreement with the books of account
(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014;
(e) On the basis of written representations received from the directors as on March 31, 2015, and
taken on record by the Board of Directors, none of the directors is disqualified as on March 31,
2015, from being appointed as a director in terms of section 164 (2) of the Act;
(f) With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of
our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial
position;
32nd Annual Report
39
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company.
For AGARWAL DESAI AND SHAH
CHARTERED ACCOUNTANTS FRN: 124850W
Date: 28.05.2015 Place: Mumbai Sd/-
RISHI SEKHRI PARTER
MEMBERSHIP NO. 126656
32nd Annual Report
40
ANNEXURE TO INDEPENDENT AUDITORS REPORT
[Referred to in paragraph 1 under „Report on Other Legal and Regulatory Requirements‟ of our
Report of even date to the members of “M/S. APLAYA CREATIONS LIMITED” Limited on the
accounts of the company for the year ended 31st March, 2015]
On the basis of such checks as we considered appropriate and according to the information and
Explanations given to us during the course of our audit, we report that:
(i) In respect of its fixed assets:
(a) The Company has maintained proper records showing full particulars, including quantitative
details and situation of the fixed assets.
(b) As explained to us, fixed assets have been physically verified by the management during the
year in accordance with the phased programme of verification adopted by the management
which, in our opinion, provides for physical verification of all the fixed assets at reasonable
intervals. According to the information and explanations given to us, no material
discrepancies were noticed on such verification.
(c) In our opinion and according to the information and explanations given to us, no fixed asset
has been disposed during the year and therefore does not affect the going concern
assumption.
(ii) In our opinion and according to the information and explanations given to us, the Company has
maintained proper records of its inventories and no material discrepancies were noticed on
physical verification of stocks as compared to book records.
(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained
under section 189 of the Companies Act 2013:
(a) According to the information and explanations given to us, the Company has granted unsecured loans to 12 companies, 9 other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.
(b) The principal amounts and interest are being received regularly as per stipulations.
(c) As the ordinary course of business of the company is that of financing loans and advances, so there is no scenario of any overdue amount.
(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets, financing loans & advances and Interest there upon and for the sale of goods (and /Services). During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.
(v) The Company has not accepted any deposits from the public during the year.
(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under
sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the Company.
32nd Annual Report
41
(vii) In respect of statutory dues:
a) According to the records of the company and information and explanations given to us, the
Company has generally been regular in depositing undisputed statutory dues, including
Provident Fund, employees state insurance (ESI), Investor Education and Protection Fund,
Income-tax, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT),
Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
applicable to it, with the appropriate authorities.
b) According to the information and explanations given to us, there were no undisputed
amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax,
VAT, Cess and other material statutory dues in arrears /were outstanding as at 31 March,
2015 for a period of more than six months from the date they became payable.
c) There were no amounts which required to be transferred by the Company to the Investor
Education and Protection Fund.
(viii) The Company has no accumulated losses at end of the year. The company has not incurred any
Cash losses during the financial covered by our Audit and the immediately preceding financial
year.
(ix) In our opinion and according to the information and explanations given to us, the Company has
not defaulted in the repayment of dues to financial institutions, banks and debenture holders.
(x) In our opinion, and according to the information and the explanation given to us, the company
has not given any guarantee for loans taken by others from banks or financial institutions
during the year.
(xi) The company has not obtained any term loan during the year, so this Para of order is not
applicable.
(xii) To the best of our knowledge and according to the information and explanations given to us, no
fraud by the Company and no material fraud on the Company has been noticed or reported
during the year.
For AGARWAL DESAI AND SHAH
CHARTERED ACCOUNTANTS FRN: 124850W
Date: 28.05.2015 Place: Mumbai Sd/-
RISHI SEKHRI PARTER
MEMBERSHIP NO. 126656
32nd Annual Report
42
Note No As at 31st March 2015 As at 31st March 2014
I. EQUITY AND LIABILITIES
(1) Shareholder's Funds
(a) Share Capital 1 14,38,00,000.00 14,38,00,000
(b) Reserves and Surplus 2 8,08,14,451.63 7,80,11,975
(2) Share application money pending allotment - -
(3) Non Current Liabilities
Deferred Tax Liability 23.II.4 9,145 1,916
(4) Current Liabilities
(a) Trade payables 3 4,00,13,857.00 -
(b) Other current liabilities 4 3,50,719.40 7,73,391
(c) Short-term provisions 5 25,41,202.00 13,20,734
Total 26,75,29,375.03 22,39,08,016
II. ASSETS
(1) Non-current assets
(a) Fixed Assets (Tangible Assets) 6 5,27,111.00 27,163
(b)Non-Current Investments 7 - 60,00,000
(c) Long Term Loans and Advances 8 7,61,25,000.00 20,84,75,000
(2) Current assets
(a) Current Investments 9 2,98,50,600.00 58,00,000
(b) Inventories 10 55,72,600.00 -
(b) Trade receivables 11 5,31,93,087.00 22,58,487
(c) Cash and cash equivalents 12 2,33,098.02 1,11,531
(d) Short-term loans and advances 13 10,20,27,879.01 12,35,835
Total 26,75,29,375.03 22,39,08,016
Significant Accounting Policies and other Notes on
Financial Statements 23 - -
Firm's Regn. No. 124850W
Sd/-
Sd/- Pramod Kumar Gupta
Place : MUMBAI (RISHI SEKHRI) Directors
Sd/-
Date: 28/05/2015 M. No. 126656 Ramawtar Gupta
Directors
CHARTERED ACCOUNTANTS
PARTNER
APLAYA CREATIONS LIMITED (FORMERLY KNOWN AS EINS EDUTECH LIMITED)
BALANCE SHEET AS AT 31ST MARCH, 2015
Amount
Particulars
IN TERMS OF OUR REPORT OF EVEN DATE ATTACHED HEREWITH.
For AGARWAL DESAI & SHAH
CIN NO. L17122MH1996PLC100018
32nd Annual Report
43
Note NoFor the year ended
31.03.2015
For the year ended
31.03.2014
I. Revenue from operations 14 11,85,35,238.01 15,39,053
II. Other Income - -
III. Total Revenue (I +II) 11,85,35,238.01 15,39,053
IV. Expenses:
Purchase of Stock-in-Trade 15 11,74,05,500.00 - (Increase)/Decrease of Stock-in-Trade 16 (55,72,600.00) -
Employee benefit expense 17 11,61,875.00 4,55,000
Financial Cost (Interest) 18 5,740.00 19,835
Depreciation and amortization expense 19 59,866.00 9,087
Other expenses 20 14,08,713.08 9,58,056
Total Expenses 11,44,69,094.08 14,41,977.86
V.Profit before exceptional and extraordinary items and tax (III - IV)
40,66,143.93 97,075
VI. Exceptional Items 21 - 15,17,159
VII. Profit before extraordinary items and tax (V - VI) 40,66,143.93 (14,20,084)
VIII. Extraordinary Items - -
IX. Profit before tax (VII - VIII) 40,66,143.93 (14,20,084)
X. Tax expense:
Current tax 22 12,56,438.00 35,970
Deferred Tax 7,229.00 156
Income Tax for earlier year - -
XI. Profit(Loss) for the period from continuing operations (IX - X) 28,02,476.93 (14,56,210)
XII. Profit/(Loss) from discontinuing operations - -
XIII. Tax expenses of discontinuing operations - -
XIV. Profit/(Loss) from Discontinuing operations after tax (XII - XIII) - -
XV. Profit/(Loss) for the period (XI + XIV) 28,02,476.93 (14,56,210)
XVI. Earning per equity share: 23.II.3C
(1) Basic 0.02 (0.10)
(2) Diluted 0.02 (0.10)
23
Sd/-
Pramod Kumar Gupta
Sd/- Directors
Place : MUMBAI (RISHI SEKHRI) Sd/-
Ramawtar Gupta
Date: 28/05/2015 M. No. 126656 Directors
Amount
Particulars
IN TERMS OF OUR REPORT OF EVEN DATE ATTACHED HEREWITH.
For AGARWAL DESAI & SHAH
CHARTERED ACCOUNTANTS
APLAYA CREATIONS LIMITED (FORMERLY KNOWN AS EINS EDUTECH LIMITED)
STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015
CIN NO. L17122MH1996PLC100018
Significant Accounting Policies and other Notes on Financial Statements
PARTNER
Firm's Regn. No. 124850W
32nd Annual Report
44
Particulars
Number Amount Number Amount
Note No. 1 : Share Capital
1(i) Authorised
Equity Shares of Re. 1/- each (Previous Year Rs. 10/-)
Outstanding at the beginning of the year 15,00,00,000 15,00,00,000.00 1,50,00,000 15,00,00,000.00
Add: during the year - - - -
At the end of the year 15,00,00,000 15,00,00,000.00 1,50,00,000 15,00,00,000.00
1(ii) Issued, Subscribed & Paid Up
Equity Shares of Re. 1/- each fully paid up in cash
(Previous Year Rs. 10/-)
Outstanding at the beginning of the year 14,38,00,000 14,38,00,000.00 1,43,80,000 14,38,00,000.00
Add: Issued, Subscribed & Paid up during the year - - - -
Less: Bought back during the year - - - -
Outstanding at the end of the year 14,38,00,000 14,38,00,000.00 1,43,80,000 14,38,00,000.00
Name of Share Holders No. of Shares % of Holdings No. of Shares % of Holdings
Westfield Apparels Pvt Ltd 1,37,64,500 9.57 13,76,450 9.57
1(iv)Note: The company has one class of equity shares having a per value of Rs.10/- per share. Each Shareholder is
eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the
remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding and
are subject to the Preferential Shares (if Issued).
Note No. 2 : Reserve & Surplus
2.1 Securities Premium Reserve
At the beginning of the year 7,28,00,000.00 7,28,00,000.00
Add : during the year - -
Balance at the end of the year 7,28,00,000.00 7,28,00,000.00
2.2 Surplus
At the beginning of the year 52,11,974.70 66,68,184.56
Addition (Surplus of the year) 28,02,476.93 (14,56,209.86)
Less : Transfer to/from reserves
Balance at the end of the year 80,14,451.63 52,11,974.70
Total (2.1 + 2.2) 8,08,14,451.63 7,80,11,974.70
Note No. 3 : Trade Payables
Sundry Creditors 4,00,13,857.00 -
4,00,13,857.00 -
Note No. 4 : Other Current Liabilities
Payable to Statutory Authority 28,090.00 21,927.00
Provision for expenses 3,22,629.40 2,51,464.00
Advances Received - 5,00,000.00
3,50,719.40 7,73,391.00
Note No. 5: Short-term provisions
Provision for Taxation 25,41,202.00 13,20,734.00
25,41,202.00 13,20,734.00
1(iii) Equity Shares in the Company held by each shareholders holding more than 5% of total shares in the share capital of the
Company
APLAYA CREATIONS LIMITED (FORMERLY KNOWN AS EINS EDUTECH LIMITED)
NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST
MARCH, 2015 AND STATEMENT OF PROFIT & LOSS FOR THE YEARENDED ON THAT DATE.
As at 31st March 2015 As at 31st March 2014
CIN NO. L17122MH1996PLC100018
32nd Annual Report
45
Note:
6 : Fi
xed
Asse
ts (T
angi
ble A
ssets
)
Balan
ce as
on 31
.03.20
14
Addi
tion/
Delet
ion
Balan
ce as
on 31
.03.20
15
Balan
ce as
on 31
.03.20
14
Durin
g
the y
ear
Balan
ce as
on
31.03
.2015
OFFI
CE EQ
UIPM
ENT
HTC
MOB
ILE
2013
-141
54
8,000
-
8,000
6,805
40
0
01,1
95
3,5
11
4,7
06
3,294
SAM
SUNG
MOB
ILE
2013
-141
54
13,00
0
-
13,00
0
11,05
9
65
0
01,9
41
5,3
93
7,3
34
5,666
Prin
ter20
13-14
15
415
,900
-
15
,900
9,2
99
795
0
6,601
4,594
11,19
5
4,705
Air C
ondi
tione
r20
14-15
05
5-
1,2
0,225
1,2
0,225
-
6,0
11
0-
12
,025
12,02
5
1,08,2
00
Wate
r Filt
er20
14-15
05
5-
8,2
77
8,2
77
-
414
0
-
572
57
2
7,7
05
2CO
MPU
TER
& AS
SESO
RIES
2014
-150
33
-
1,87,6
40
1,87,6
40
-
9,382
0
-
19,33
9
19
,339
1,6
8,301
3FU
RNIT
URE &
FIXT
URE
2014
-150
1010
-
2,43,6
72
2,43,6
72
-
12,18
4
0
-
14,43
2
14
,432
2,2
9,240
36,90
0
5,59,8
14
5,96,7
14
27
,163
29,83
6
9,7
37
59
,866
69,60
3
5,27,1
11
1
No of
year
s
used
as on
31/03
/2014
Year
of
Acqu
isitio
n
of as
sets
Parti
cular
s
Sr.
No .
APLA
YA C
REAT
IONS
LIM
ITED
(FOR
MER
LY E
INS
EDUT
ECH
LIM
ITED
)
NOTE
S AN
NEXE
D T
O AN
D FO
RMIN
G PA
RT O
F THE
BAL
ANCE
SHE
ET A
S AT
31ST
MAR
CH, 2
015
AND
STA
TEM
ENT
OF P
ROFI
T &
LOSS
FOR
THE
YEAR
ENDE
D ON
THA
T DA
TE.
DEPR
ECIA
TION
ON
FIXE
D AS
SETS
AS
PER
COM
PANI
ES A
CT'20
13
Gros
s Blo
ckNe
t
Carry
ing
Amou
nt as
on
31/03
/2015
Amou
nt to
be
char
ged
from
Open
ing
retai
n
earn
ings
on
Resid
ual V
alue
5% of
cost
Net C
arry
ing
Amou
nt as
on
31/03
/2014
Depr
eciat
ion
Usef
ul li
fe
as p
er
Com
pani
es
Act 2
013
Rem
ainin
g
Usef
ul li
fe
as on
31/03
/2014
32nd Annual Report
46
Particulars
Note No. 7: Non Current Investments:
Equity Shares of Rupees 10/- each fully paid up, valued at cost
Unquoted Eq. Shares (fully paid up) 0.00 60,00,000.00
- 60,00,000.00
Note No. 8 : Long Term Laons & Advances
(Unsecured, considered good)
(i)Security Deposits 1,25,000.00 2,25,000.00
(ii)Loans (including interest) 7,60,00,000.00 20,82,50,000.00
7,61,25,000.00 20,84,75,000.00
Note No. 9: Current Investments
Equity Shares of Rupees 10/- each fully paid up, valued at cost
Unquoted Eq. Shares (fully paid up) 2,98,50,600.00 58,00,000.00
2,98,50,600.00 58,00,000.00
Note No. 10 : Inventories (Stock in Trade)
Inventories 55,72,600.00 0
55,72,600.00 -
Note No. 11 : Trade receivables
(Unsecured, considered good)
Debts Exceeding Six Months 22,58,487.00 19,40,217.00
Other Debts 5,09,34,600.00 3,18,270.00
5,31,93,087.00 22,58,487.00
Note No. 12 : Cash and cash equivalents
Balance with Schedule Banks (in Current A/c) 2,12,849.02 1,07,641.70
Cash in Hand (As Certified By The Management ) 20,249.00 3,889.00
2,33,098.02 1,11,530.70
Note No. 13 : Short-term loans and advances
(Unsecured, Considered Good)
(i) Loans (including interest) (i) 10,04,85,275.01 -
(ii)Advances (Advance recoverable in cash
or in kind or for value to be received )
Tax Deducted at sources 8,93,939.00 5,87,170.00
Advance Income Tax paid 6,48,665.00 6,48,665.00
Sub Total (ii) 15,42,604.00 12,35,835.00
Total ( i + ii ) 10,20,27,879.01 12,35,835.00
CIN NO. L17122MH1996PLC100018
As at 31st March 2015 As at 31st March 2014
As at 31st March 2014
Amount Particulars
APLAYA CREATIONS LIMITED (FORMERLY KNOWN AS EINS EDUTECH LIMITED)
NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH,
2015 AND STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON THAT DATE.
As at 31st March 2015
Amount
32nd Annual Report
47
Note No.14 : Revenue from Operation
(a) Sale of Products 1,14,129.60
Sarees 11,41,29,600.00 -
11,41,29,600.00 -
(b) Interest Income 33,07,402.01 -
(TDS Current Yr. Rs.306769/-, Pre. Yr. Rs.0)
(c) Income from Commodity Market 10,98,236.00 14,23,053.00
(d) Service Charges Received - 1,16,000.00
11,85,35,238.01 15,39,053.00
Note No.15 : Purchase of Stock-in-Trade
Sarees 11,74,05,500.00 -
11,74,05,500.00 -
Note No.16 : Increase/(Decrease)
In Stock-in-Trade
Openinging Stock - -
Less : Closing Stock 55,72,600.00 -
(55,72,600.00) -
Note No.17: Employee benefit expense
Salary & Allowances 11,61,875.00 4,55,000.00
11,61,875.00 4,55,000.00
Note No.18 : Financial Cost
Other Borrowing Costs - -
Interest On Taxes 5,740.00 19,835.00
5,740.00 19,835.00
Note No.19 : Depreciation and Amortization Expenses
Depreciation 59,866.00 9,087.00
59,866.00 9,087.00
Note No.20 : Other expenses
Advertisement Expenses. 58,561.00 12,000.00
Audit Fees 28,090.00 28,090.00
Bank Charges 337.08 2,202.26
Director's Remuneration 3,60,000.00 -
Electricity Expenses 43,325.00 26,450.00
Filing Fees 57,400.00 8,500.00
Legal Charges 74,407.00 4,250.00
Listing And Depository Expenses 2,27,867.00 27,966.00
Miscellaneous Expenses 63,155.00 30,399.00
Office Expenses 42,675.00 -
Printing & Stationery 18,725.00 88,337.00
Professional Fees 88,612.00 1,88,942.60
Rent 3,28,100.00 4,20,000.00
Service Charges - 1,11,236.00
Telephone Expenses 17,459.00 9,683.00
14,08,713.08 9,58,055.86
Note No.21 : Exceptional Items
Merger Expenses - 2,80,900.00
Expenses related to Preferenceial Allotment - 12,36,259.00
- 15,17,159.00
Note No.22 : Current Tax
Tax On Income 12,56,438.00 35,970.00
Add/(Less): Mat Receivable - -
12,56,438.00 35,970.00
For the year ended 31st March 2015 For the year ended 31st March 2014
APLAYA CREATIONS LIMITED
(FORMERLY KNOWN AS EINS EDUTECH LIMITED)
AND STATEMENT OF PROFIT & LOSSFOR THE YEAR ENDED ON THAT DATE
NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET ASAT 31ST MARCH, 2015
Amount Amount
Particulars
CIN NO. L17122MH1996PLC100018
32nd Annual Report
48
Previous
Reporting
Period
A. Cash Flows from Operating Activities 2014
Net profit before taxation and after extraodinary items 40,66,144 97,075
Adjustments for
Interest Income 0 0
Dividend Income 0 0
Depreciation 59866 9087
Total 59,866 9,087
Opetrating profit before working capital changes 41,26,010 1,06,162
Adjustment for capital changes
Inventories -5572600 0
[Increase]/Decrease in trade receivables -5,09,34,600 -255770
[Increase]/Decrease in short term advances -100792044 532
[Increase]/Decrease in long term advances 13,23,50,000 -17,84,50,000
[Increase]/Decrease in other current assets 0 -5800000
[Increase]/Decrease in trade payables 4,00,13,857 -242500
[Increase]/Decrease in other current Liabilities -4,22,672 596631
Total 1,46,41,941 -18,41,51,107
Cash generated from operations 1,87,67,951 -18,40,44,945
Income Tax paid for the Year -35970 0
Extraordinary Items 0 -35,970 -15,17,159
Net cash from operating activities 1,87,31,981 -18,55,62,104
B. Cash flows from Investmenting activities:
Decrease / (Increase) in Fixed Assets -5,59,814 0
Proceeds from sale of Non Current Investments 60,00,000 4000000
Purchase of Non-Current investments -2,40,50,600 0
Interest received 0 0
Dividend Received 0 0
Net cash from Investmenting activities -1,86,10,414 4000000
C. Cash flows from financing activities:
Proceeds from Issue of Preference Share Capital 0 160350000
Net cash used in financing activities: 0 160350000
Net increase/(-) decrease in cash and cash equivalents 1,21,567 -2,12,12,104
Cash and cash equivalents at the beginning of the period 1,11,531 2,13,23,635
Cash and cash equivalents at the close of the period 2,33,098 1,11,531
1 All figures in brackets are outflow.
2 Previous year's figures have been regrouped wherever neccessary
Sd/-
Place : MUMBAI (RISHI SEKHRI)
PARTNER
Date:28/05/2015 M. No. 126656
APLAYA CREATIONS LIMITED
CIN NO. L17122MH1996PLC100018
Cash Flow Statement for the year ended March 31, 2015
Particulars INR
Figures for the
Current Reporting Period
Mar-31
(FORMERLY KNOWN AS EINS EDUTECH LIMITED)
CHARTERED ACCOUNTANTS
For AGARWAL DESAI & SHAH
2015
IN TERMS OF OUR REPORT OF EVEN DATE ATTACHED HEREWITH.
Pramod Kumar Gupta
Ramawtar Gupta
Directors
Firm's Regn. No. 124850W
Directors
Sd/-
Sd/-
32nd Annual Report
49
APLAYA CREATIONS LIMITED
(FORMERLY KNOWN AS EINS EDUTECH LIMITED)
(CIN- L17122MH1996PLC100018)
NOTE NO. 23: Significant Accounting Policies and other Notes on Financial Statements
(Annexed to and forming part of the Balance Sheet as at 31st March, 2015 and the annexed Statement of Profit
& Loss for the year ended on that date.)
I. SIGNIFICANT ACCOUNTING POLICIES:
a) Principle & Practice: The Financial Statements have been prepared under the historical cost convention, in accordance with
generally accepted accounting principles (GAAP) in India, to comply with the Accounting Standards
notified under section 211(3C) of the Companies Act, 1956, which continue to be applicable in respect
of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13,
2013 of the Ministry of Corporate Affairs. The Financial Statements have been prepared under the
historical cost convention and ongoing concern concept. The Accounting policies adopted in the
preparation of financial statements are consistent with those of the previous year.
b) Use of estimates: - The preparation of financial statements in conformity with Indian GAAP requires the management to
make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting year. Although these estimates are based on the management's best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future years.
c) System of Accounting: Generally Mercantile System of Accounting is followed except filing fees and other unascertained
items which have been taken on cash basis.
d) Recognition of Income & Expenses: Items of Income and Expenditure are recognized on accrual basis save as above.
e) Fixed Assets & Depreciation: i) Fixed Assets are stated at historical cost less depreciation provided on WDV method. ii) Depreciation on fixed assets have been provided in the accounts based on the useful life of the
assets and at the rate prescribed in schedule II to the Companies Act, 2013.
f) Current Assets & Liabilities: In the opinion of the Board, all the Assets other than Fixed Assets and Non-Current Investments are
at least approximately of the value stated in the accounts, if realized in the ordinary course of
business, unless otherwise stated. The provision of all the known liabilities are adequate and are not
in excess of the amount considered reasonably necessary by the management.
g) Method of valuation: i) Non-Current Investments in securities are valued at cost. No Provision for diminution in value
of Investments is made as diminution, if any, is temporary.
32nd Annual Report
50
ii) Stock was valued at cost or market value, whichever was lower.
h) Contingent Liabilities & Commitments: Contingent Liabilities are provided in the Accounts on the best judgement basis depending upon the
degree of certainty of the contingency. Commitments are provided on the basis of estimated amount
of and period of occurrence. The balance of both, not provided for, is disclosed by way of notes.
However, there is no known or expected contingent liability or commitment at the year end.
i) Earnings per Share:
Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share the net profit or loss for the period attributable to equity shareholders and the weighted average number of equity shares outstanding during the period are adjusted for the effects for all dilutive potential equity shares.
j) Employees Benefits The Company has applied the revised Accounting Standard (AS)-15- employees Benefits notified under the Companies (Accounting Standard) Rules, 2006. (i) Employees Benefits of Short term nature are recognized as expense as and when it accrues. (ii) Long term and post employment benefit is recognized as expense as and when it accrues or is
most likely to accrue in future.
k) Provision for Taxation: Provision for Taxation has been made as per Income Tax Act 1961 and Rules made there under.
l) Recognition of Deferred Tax
The Company recognizes deferred tax assets and liabilities in terms with Accounting Standard 22
issued by the Institute of Chartered Accountants of India on ―Accounting for Taxes on Income‖.
Deferred tax is recognized on timing differences (being the difference between taxable income under
Income Tax Act and Accounting Income) which originate in one period and are capable of reversal
in subsequent period. Deferred Tax Assets over & above Deferred Tax Liabilities are recognized only
if there is reasonable certainly of recouping them against taxable Profit in foreseeable future. All such
assets and liabilities are reviewed on each Balance Sheet date to reflect the changed position.
II. OTHER NOTES ON FINANCIAL STATEMENTS
1. Figures of the previous year has been re-grouped/re-arranged and recasted wherever considered necessary to conform to current year’s grouping and classification.
2. A. RELATED PARTY DISCLOSURE
Disclosures as required by the Accounting Standard 18 " Related Party Disclosures" issued by the
Institute of Chartered Accountants of India.
a. Relationship are given below :-
32nd Annual Report
51
KEY MANAGEMENT PERSONNEL
1. Ramawtar Gupta – Managing Director 2. Pramod Kumar Gupta – Chief Financial Official 3. Shweta Agarwal – Company Secretary
b.Group Company or Company having Common Control: NIL
c. Transaction with related Parties:
d. Amount Outstanding (Payable) as on 31.3.2015 : NIL
3. DEFERRED TAX ASSETS/LIABILITIES:
In accordance with A.S.22-"Accounting for Taxes on Income" issued by the I.C.A.I., the Company has accounted for deferred tax during the year. The Company has no amount of carried forward loss/unabsorbed depreciation under the Income Tax Act at the year end and hence there is no deferred tax asset. It has recognized and accounted for deferred tax liability only. The Components of the recognition is as under:
Deferred Tax Liability (due to difference between W.D.V. of fixed assets as on 31.3.2015
as per I. T. Act and that as per books of accounts Rs. 23,396 @ 30.90%) Rs. 7,229/-
Less: Deferred Tax Assets (there is no carried for business loss
& Unabsorbed Depreciation) Rs. Nil
----------------
NET DEFERRED TAX ASSETS/LIABILITIES Rs.7,229/-
Nature of Transaction Nature of Relations Amount (Rs.)
Salary & Allowance Managing Director 3,60,000
2. B. Earning Per Share 2014-2015 2013-2014
(a) Calculation of Weighted average no. of equity shares of Rs. 1/- each
(Previous Year Rs. 10/- each)
No. of shares at the beginning of the period 1,43,80,000 1,43,80,000
Share issued during the year. Nil Nil
No. of Shares at the close of the period 14,38,00,000 1,43,80,000
Weighted average no. of Equity shares 14,38,00,000 1,43,80,000
during the period
(b) Net Profit for the period attributable to equity shares (in rupees)
28,02,476.93 (14,56,210.00)
(c) Basic & diluted earning (in rupees) per share 0.02 (0.10)
32nd Annual Report
52
4. EMPLOYEES BENEFITS
The Company has applied the revised Accounting Standard (AS)-15- employees Benefits notified
under the Companies (Accounting Standard) Rules, 2006.
A. Short Term Employee Benefits: - All employees’ benefits payable wholly within 12 months of
rendering the service are recognized in the period of service and charged to the Statement of Profit &
Loss.
B. Long Term & Post Employment Benefits:-
(i)No Act relating to Defined Contribution Plans such as Provident Fund, ESI etc. is applicable.
(ii)Defined Gratuity Obligation: - It is provided only if there is a reasonable certainty of staff
continuing the service for minimum eligible period or has completed such period.
There is no present obligation of any post employment benefit including payment of gratuities during
the year. Therefore no actuarial gains or loss arose at the end of the year.
5. Additional information pursuant to the provision of Paragraph ―5‖ of part II of Schedule VI to the Companies Act, 1956:-
a) Details of Items of Exceptional and Extra Ordinary Nature ... NIL
b) Prior period Items … NIL
c) Aggregate of the amounts set aside or proposed to be
set aside to Reserves or Reserves or Provisions or ….NIL
withdrawn from such Reserves or Provisions
d) Value of Imports on C.I.F. basis, Expenditure in Foreign Currency on Account
of Royalty, Know- how, Fees, Interest and other matters and remittance on
account of dividend in foreign currency ….NIL
e) Earning in Foreign Exchange on Export, Royalty, Know-how, Fees, Interest,
Dividend or others … NIL
6. Quantitative information in respect of goods traded during the year are as under:-
Opening Stock Purchases
Qnty Value(Rs) Qnty Value(Rs)
Textiles (pcs) Nil Nil 29,285 11,74,05,500.00
Nil Nil 29,285 11,74,05,500.00
32nd Annual Report
53
NOTES: 1. Previous year's figures are given in the brackets in terms of out report of even date.
For AGARWAL DESAI & SHAH
CHARTERED ACCOUNTANTS
Firm‟s Regn. No. 124850W
Sd/- Sd/- Sd/-
(RISHI SEKHRI) Pramod Kumar Gupta Ramawtar Gupta
Partner Director Director
M. No. 126656 DIN: 05300735 DIN:06365578
Place: Mumbai
Date: 28th May, 2015
Sales Closing Stocks
Qnty Value(Rs) Qnty Value(Rs)
Textiles (pcs) (27,839) (11,41,29,600.00) 1,446 55,72,600.00
(27,839) (11,41,29,600.00) 1,446 55,72,600.00
32nd Annual Report
54
Proxy form (Form No. MGT-11)
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN: L17122MH1996PLC100018
Name of the company: Aplaya Creations Limited
Registered office: D-112, Crystal Plaza, Infinity Mall, New Link Road, Andheri (W), Mumbai –
400 053
Name of the member (s):
Registered address:
E-mail Id:
Folio No/ Client Id:
DP ID:
I/We, being the member (s) of …………. shares of the above named company, hereby appoint
1. Name:
Address:
E-mail Id:
Signature:
or failing him
2. Name:
Address:
E-mail Id:
Signature:
or failing him
3. Name:
Address:
E-mail Id:
Signature:
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 32nd Annual general meeting of the
company, to be held on the 30th day of September, 2015 at 12:30 p.m. at D-112, Crystal Plaza, Opp. Infinity Mall, New Link
Road, Andheri (W), Mumbai – 400 053 and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution
No.
Resolution
1. Adoption of Audited Financial Statements for the F.Y. 2014 - 2015
2. Re-appointment of Mr. Pramod Gupta as a Director, who retires by rotation.
3. Ratification of Appointment of M/s. AGARWAL DESAI & SHAH as Statutory Auditor of the
Company for the Financial year 2015-2016.
Signed this…… day of……… 20….
Signature of shareholder :………………………………….
Signature of Proxy holder(s) :………………………………….
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of the Meeting.
Affix
Revenue
Stamp
32nd Annual Report
55
APLAYA CREATIONS LIMITED
(CIN : L17122MH1996PLC100018)
D-112, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (W), Mumbai – 400 053
ATTENDANCE SLIP
Name of the Shareholder :……………………………………………………….
Joint Holder 1 :……………………………………………………….
Joint Holder 2 :……………………………………………………….
Registered address of the Shareholder :……………………………………………………….
:……………………………………………………….
Name of the Proxy / Representative :……………………………………………………….
I/We hereby record my/our presence at the 32nd Annual General Meeting of the Company to be held at
D-112, Crystal Plaza, Opp. Infinity Mall New Link Road, Andheri (W), Mumbai – 400053 on 30th
September, 2015 at 12.30 P.M.
Signature of the Share Holder/Proxy: ................................
NOTES : 1) Please complete the Folio/ DP ID-Client ID No. and name of the Member/ Proxy,sign this
Attendance Slip and hand it over, duly signed, at the entrance of the Meeting Hall.
2) Shareholder/ Proxy holder desiring to attend the meeting should bring his/her copy of the
Annual Report for reference at the meeting.
DP ID:
Folio No.:
Client ID:
No. of Shares:
32nd Annual Report
56
POLLING PAPER
(Form No. MGT-12)
[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies
(Management and Administration) Rules, 2014]
CIN : L17122MH1996PLC100018
NAME OF THE COMPANY : APLAYA CREATIONS LIMITED
REGD. OFFICE : D-112, CRYSTAL PLAZA, OPP. INFINITY MALL, NEW LINK ROAD,
ANDHERI (W), MUMBAI – 400 053
BALLOT PAPER
Sr.
No.
Particulars
Details
1 Name of the First Named Shareholders
(in Block letters)
2 Postal Address
3 Registered folio No. /*Client ID No.
(*Applicable to investors holding shares
in dematerialized form)
4 Class of Share
I hereby exercise my vote in respect of Ordinary resolution enumerated below by recording my assent or
dissent to the said resolution in the following manner:
Sr.
No.
Item No. of shares
held by me
I assent to
the resolution
I dissent to the
resolution.
1. Adoption of Audited Financial
Statements for the F.Y. 2014 - 2015
2. Re-appointment of Mr. Pramod
Gupta as a Director, who retires by
rotation.
3. Ratification of Appointment of
M/s. AGARWAL DESAI & SHAH
as Statutory Auditor of the
Company for the Financial year
2015-2016.
Place:
Date: (Signature of the shareholder)
32nd Annual Report
57
Book Post
NAME AND COMPLETE POSTAL ADDRESS
If undelivered please return to:
APLAYA CREATIONS LIMITED
D-112, Crystal Plaza, Opp. Infinity Mall,
New Link Road, Andheri (W), Mumbai – 400 053
Tel. No. 022 – 40045341
E-Mail Id :– [email protected]
Website: www.einsedutechltd.com