annual report 2016-17 - apalaya creations – just ... annual report 2016-2017 board of directors...

ANNUAL REPORT

2016-17

APLAYA CREATIONS LIMITED

CONTENTS

S.No Particulars Page No.

1 Corporate Information 1-2

2 Notice of Annual General Meeting 3-13

3 Director Report 14-38

4 Management Discussion and Analysis Report 39-41

5 Corporate Governance Report 42-48

6 CFO Certification 49

7 Certificate on Corporate Governance Report 50

8 Declaration of Compliance with Code of Conduct 51

9 Auditor Report on Financial Statement 52-58

10 Balance Sheet 59

11 Profit & Loss Account 60

12 Notes to Accounts 61-65

13 Cash Flow Statement 66

14 Depriciation on Fixed Assets 67

15 Significant Accounting Policies 68-75

16 Ballot Paper, Attendance Sheet & Proxy Form 76-78

17 Route Map 79

Schedule of Annual General Meeting

34th Annual General Meeting

DATE 27TH SEPTEMBER 2017

DAY WEDNESDAY

TIME 10:00 AM

PLACE D-615, CRYSTAL PLAZA, OPP. INFINITY MALL, NEW LINK ROAD, ANDHERI(W), MUMBAI-

400053

BOOK CLOSURE 21st SEPTEMBER 2017 TO 27th SEPTEMBER 2017

34TH Annual Report 2016-2017

BOARD OF DIRECTORS (as on 31st March 2017)

Mr. Ramawtar Gupta Ms. Pinki Gupta

(Managing Director) (Non-Executive Director)

Mr. Pramod Kumar Gupta Mr. Sachin Somaiya

(CFO & Executive Director) (Independent Director)

Mr. Dipak Kumar Sharma

(Independent Director)

STATUTORY AUDITORS SECRETARIAL AUDITORS

M/S AGARWAL DESAI & SHAH Renu Kathuria

(Chartered Accountants) (Practicing Company Secretary)

REGISTERED OFFICE: D-615, CRYSTAL PLAZA, OPP. INFINITY MALL, NEW

LINK ROAD, ANDHERI (W), MUMBAI -400053

REGISTRAR AND TRANSFER AGENTS: M/S SKYLINE FINANCIAL SERVICES PVT. LTD.

D-153/A, OKHLA INDUSTRIAL AREA, PHASE-I

NEW DELHI-110020

2

COMMITTEES OF BOARD OF DIRECTORS (as on 31st March 2017)

AUDIT COMMITTEE

Mr. Sachin Somiya

(Chairman & Independent Director)



Mr. Pramod Kumar Gupta

(Director)

NOMINATION & REMUNERATION COMMITTEE



Mr. Sachin Somiya


Ms. Pinki Gupta

(Director)

STAKEHOLDERS RELATIONSHIP COMMITTEE

Mr. Sachin Somiya




Mr. Pramod Kumar Gupta

(Director)

3

APLAYA CREATIONS LIMITED (CIN: L17122MH1996PLC100018)

Regd. Off.: D-615, CRYSTAL PLAZA, OPP. INFINITY MALL, NEW LINK ROAD, ANDHERI (W), MUMBAI- 400053 Corp. Office- DSM-438, DLF TOWERS, SHIVAJI MARG, NEW DELHI- 110015

Tel.: 022-40045341; E-mail ID: [email protected]; Website: www.aplayacreations.com

NOTICE OF 34TH

ANNUAL GENERAL MEETING

Notice is hereby given that 34th Annual General Meeting of the members of Aplaya Creations Ltd. will be

held at the Registered office of the Company at D-615, Crystal Plaza, Opp. Infinity Mall, New Link

Road, Andheri (W), Mumbai-400053, on Wednesday, 27th

Sept,2017 at 10:00am to transact the

following business:

ORDINARY BUSINESS

1. Item No. 1: Approval and Adoption of Audited Financial Statements of the Company for the

year ended 31st March 2017 alongwith Auditors’ Report and Boards’ Report:

To receive, consider and adopt the Audited Balance Sheet as on 31st March 2017 and Profit and Loss

Account of the Company for the year ended 31st March 2017, together with Cash Flow Statement for the

year ended 31st March 2017, Notes to Financial Statements, Boards’ Report and Auditors’ Report thereon

and if thought fit, to pass the following resolution with or without modification, as an Ordinary

Resolution.

“RESOLVED THAT the Company do hereby adopt the Audited Balance Sheet as on 31st March 2017,

the Profit & Loss Account for the year ended on that date along with Cash Flow Statement, Notes to

Financial Statements, Boards’ Report and Auditors’ Report thereon for the year ending on that date.”

2. Item No. 2: To appoint a Director in place of Ms. Pinki Gupta (DIN: 06365547), who retires by

rotation and being eligible offers himself for re-appointment.

3. Item No. 3: To appoint statutory auditors and fix their remuneration.

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions,

if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as may

be applicable and pursuant to the recommendations of the Audit Committee, M/s. Vijay Darji &

Associates, Chartered Accountants (Firm Registration No. 118614W), be appointed as statutory

auditors of the Company, in place of retiring auditors M/s. Agarwal Desai & Shah, Chartered

Accountants (Firm Registration No. 124850W), to hold office from the conclusion of the 34th Annual

General Meeting (AGM) until the conclusion of the 39th AGM, subject to ratification by members

every year, as applicable, at such remuneration and out of pocket expenses, as may be decided by the

Board of Directors of the Company.”

mailto:[email protected]

http://www.aplayacreations.com/

4

SPECIAL BUSINESS

4. Item No. 4: Adoption of New Set of MoA as per Companies Act, 2013

To consider and if thought fit, to pass with or without modification the following resolution as a

Special Resolution by means of postal ballot and e-voting:

“RESOLVED THAT pursuant to the provisions of Section 13 and all other applicable provisions, if

any, of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any

statutory modification(s) or re-enactment thereof) and subject to necessary approval(s), if any, from

the competent authorities, consent of the Company be and is hereby accorded to substitute the existing

Memorandum of Association of the company by a new set of Memorandum of Association.

RESOLVED FURTHER THAT any one of the Directors of the Company be and are hereby jointly

and severally authorized to do all such acts, deeds and things as may be necessary to give effect to this

resolution.”

5. Item No. 5: Adoption of New Set of AoA as per Companies Act, 2013

To consider and if thought fit, to pass with or without modification the following resolution as a

Special Resolution by means of postal ballot and e-voting:

“RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions, if

any, of the Companies Act, 2013 read with Companies (Incorporation) Rules, 2014 (including any

statutory modification(s) or re-enactment thereof) and subject to necessary approval(s), if any, from

the competent authorities, consent of the Company be and is hereby accorded to substitute the existing

Articles of Association of the company by a new set of Articles of Association.



resolution.”

6. Item No. 6: Regularization of Additional Director, Mr. Ivan Anil William D’souza

To consider and if thought fit, to pass the following resolution with or without modification as an

Ordinary Resolution.

“RESOLVED THAT pursuant to Sections 160 & 161 of the Companies act, 2013 and any other

applicable provisions if any ,Mr. Ivan Anil William D’souza, who was appointed as an Additional

Director on August 11, 2017 be and is hereby appointed as Independent Director of the Company who

is not liable to retire by rotation in terms of Section 149(4), (10) & (11) and 152(6)(e) of the

Companies Act, 2013 to hold office for a term of 5 years w.e.f 28th September 2017.



resolution.”

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7. Item No 7: Regularization of Additional Director, Mrs. Rukiya Begum Anwer Pasha


applicable provisions if any ,Mrs. Rukiya Begum Anwer Pasha, who was appointed as an Additional

Director on August 11, 2017 be and is hereby appointed as a Director of the Company who is liable to

retire by rotation.



resolution.”

8. Item No 8: Regularization of Additional Director, Ms. Shivani Shukla


applicable provisions if any, Ms. Shivani Shukla, who was appointed as an Additional Director on

May 30, 2017 be and is hereby appointed as Independent Director of the Company who is not liable to

retire by rotation in terms of Section 149(4), (10) & (11) and 152(6)(e) of the Companies Act, 2013 to

hold office for a term of 5 years w.e.f 28th September 2017.



resolution.”

9. Item No. 9: Approval of the limits for the loans and investment by the company in terms of the

provisions section 186 of the companies act, 2013

To consider and, if thought fit, to pass with or without modification(s), the following resolution as

Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 186 of the Companies Act, 2013 and such

other provisions as may be applicable, if any, including any statutory modification or reenactment

thereof for the time being in force, the Board of Directors of the Company be and is hereby authorized

to agree to at its discretion to make loan(s) and/or give any guarantee(s)/provide any security(ies) in

connection with loan(s) made to and to make investments in shares, debentures and/or any other

securities of other body corporate, whether Indian or overseas and/or in various schemes of Mutual

Funds or such other funds, in their absolute discretion deem beneficial and in the interest of the

Company in excess of 60% of the paid up Share Capital and Free Reserves and Securities Premium of

the Company or 100% of Free Reserves and Securities Premium of the Company whichever is more,

as prescribed under Section 186 of the Companies Act, 2013 from time to time, in one or more

tranches, up to maximum amount of Rs. 30 Crores (Rupees Thirty Crores only), notwithstanding that

investments along with Company’s existing loans or guarantee / security or investments shall be in

excess of the limits prescribed under Section 186 aforesaid or up to the limits so prescribed under

Section 186, whichever is higher and that the Board or any Committee thereof is authorized to do all

such acts, deeds, matters and things as may be necessary to give effect to this resolution, and to settle

any question or doubt that may arise in this regard.

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RESOLVED FURTHER THAT the Board or any Committee thereof be and is hereby authorized to

take from time to time all decisions and steps in respect of the above loans, guarantees and investment

including the timing, amount and other terms and conditions of such loans, guarantees and investment

and varying the same through transfer, sale, disinvestment or otherwise either in part or in full as it

may deem appropriate, and to do and perform all such acts, deeds, matters and things.”

PLACE: Mumbai

DATE: 11.08.2017 By order of the Board

For APLAYA CREATIONS LIMITED

Sd/-

Raushan Kumar Thakur

Managing Director

(DIN: 07837321)

7

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE

COMPANIES ACT, 2013

Item No. 4:

The existing Memorandum of Association ("MOA") of the Company, based on Companies Act, 1956

("1956 Act") are no longer in conformity with the Companies Act, 2013 ("2013 Act"). With the enactment

of 2013 Act, several clauses of MOA require alteration/deletion. Given this position, it is considered

expedient to adopt the new set of Memorandum of Association (primarily based on Table A set out under

Schedule I to the Act) in place of existing MOA, instead of amending it by alteration/incorporation of

provisions of 2013 Act.

In terms of Section 13 of 2013 Act, consent of Members by way of a Special Resolution is required for

adoption of a new set of Memorandum of Association. The entire set of proposed new Memorandum of

Association is available on the website of the Company. Members can also obtain a copy of the same from

the Company's Registered Office.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or

interested in the said Resolution.

The Directors recommend the aforesaid Resolution for the approval by the Members as Special

Resolution.

Item no.5:

The existing Articles of Association ("AOA") of the Company, based on the Companies Act, 1956 are no

longer in conformity with the 2013 Act. With the coming into force of 2013 Act, several regulations of

AOA require alteration/deletion. Given this position, it is considered expedient to adopt a new set of

Articles of Association (primarily based on Table F set out under Schedule I to the Companies Act, 2013)

in place of existing AOA, instead of amending it by alteration/incorporation of provisions of 2013 Act.

In terms of Section 14 of 2013 Act, consent of Members by way of a Special Resolution is required for

adoption of a new set of Articles of Association. The entire set of proposed new Articles of Association is

available on the website of the Company. The Members of the Company can also obtain a copy of the

same from the Company's Registered Office.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or

interested in the said Resolution.

The Directors recommend the aforesaid resolution for the approval by the members as Special Resolution.

Item No. 6:

The Board at its meeting held on August 11, 2017, appointed Mr. Ivan Anil William D’souza as additional

director respectively with effect from such Board meeting dates pursuant to Section 161 of the Companies Act, 2013. Hence, he will hold office up to the date of the ensuing Annual General Meeting. The Company

has received consent in writing to act as director in Form DIR 2 and intimation in Form DIR8 pursuant to

Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, to the effect that he

is not disqualified under sub- section (2) of section 164 of the Companies Act, 2013. The Board considers that his association would be of immense benefit to the Company and it is desirable to avail his services as

a Director. Accordingly, the Board recommends the resolution No. 6, in relation to appointment of Mr.

Ivan Anil William D’souza as Director, respectively, for the approval by the shareholders of the Company.

8

Information required to be furnished under Reg. 36 of SEBI (LODR) Regulations, 2015 for Directors

retired by rotation/Appointment of Director /Reappointment/ratifications:

Name of Director Mr. Ivan Anil William D’souza

Date of Birth 12/09/1969

Date of Appointment 11/08/2017

Qualification B.Com

Expertise in Specific Functional Area Finance, Accounts and Taxation

Executive & Non-Executive Director Non-Executive Director

Promoter Group No

Independent Director Yes

Other Directorship 1. Ally’s Infrastructure Pvt Ltd.

2. Agni Advertising Services Pvt Ltd 3. Fresh Integrated Marketing &

Communications Solutions Pvt. Ltd.

4. Vix Multitrade India Pvt. Ltd.

Item No. 7:

The Board at its meeting held on August 11, 2017, appointed Mrs. Rukiya Begum Anwer Pasha as

additional director respectively with effect from such Board meeting dates pursuant to Section 161 of the

Companies Act, 2013. Hence, she will hold office up to the date of the ensuing Annual General Meeting.

The Company has received consent in writing to act as director in Form DIR 2 and intimation in Form

DIR8 pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, to

the effect that she is not disqualified under sub- section (2) of section 164 of the Companies Act, 2013.

The Board considers that her association would be of immense benefit to the Company and it is desirable

to avail her services as a Director. Accordingly, the Board recommends the resolution No. 6, in relation to

appointment of Mrs. Rukiya Begum Anwer Pasha as Director, respectively, for the approval by the

shareholders of the Company.



Name of Director Mrs. Rukiya Anwer Begum Pasha



Qualification Graduate

Expertise in Specific Functional

Area

Commerce


Promoter Group No


Other Directorship 1. Ally’s Infrastructure Pvt Ltd.

Item No. 8:

The Board at its meeting held on May 30, 2017, appointed Ms. Shivani Shukla as additional director

respectively with effect from such Board meeting dates pursuant to Section 161 of the Companies Act,

2013. Hence, she will hold office up to the date of the ensuing Annual General Meeting. The Company has

9

received consent in writing to act as director in Form DIR 2 and intimation in Form DIR8 pursuant to Rule

8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, to the effect that they are

not disqualified under sub- section (2) of section 164 of the Companies Act, 2013. The Board considers

that her association would be of immense benefit to the Company and it is desirable to avail her services as

a Director. Accordingly, the Board recommends the resolution No. 8, in relation to appointment of Ms.

Shivani Shukla as a Director, respectively, for the approval by the shareholders of the Company.



Name of Director Ms. Shivani Shukla



Qualification B.Com, M.Com

Expertise in Specific Functional

Area

Accounts


Promoter Group No


Other Directorship 1. Sang Froid Labs India Ltd.

2. Vindyavasini Agency Pvt. Ltd.

Item No. 9:

In order to make optimum use of funds available with the Company and also to achieve long term

strategic and business objectives, the Board of Directors of the Company proposes to make use of the

same by making investment in other bodies corporate or granting loans, giving guarantee or providing

security to other persons or other body corporate or as and when required. Pursuant to the provisions of

section 186(3) of the Companies Act, 2013 and rules made there under, the Company needs to obtain

prior approval of shareholders / members by way of special resolution passed at the General Meeting in

case the amount of investment, loan, guarantee or security proposed to be made is more than the higher of

sixty percent of the paid up share capital, free reserves and securities premium account or one hundred

percent of free reserves and securities premium account. Accordingly, the Board of Directors of the

Company proposes to obtain approval of shareholders by way of special resolution as contained in the

notice of the Annual General Meeting for an amount not exceeding INR 300,000,000 (Indian Rupees

Thirty Crores Only) outstanding at any time notwithstanding that such investments, outstanding loans

given or to be given and guarantees and security provided are in excess of the limits prescribed under

Section 186 of the Companies Act, 2013. The Directors therefore, recommend the Special Resolution for

approval of the shareholders. None of the Directors, Key Managerial Personnel of the Company or their

relatives or any of other officials of the Company as contemplated in the provisions of Section 102 of the

Companies Act, 2013 is, in any way, financially or otherwise, concerned or interested in the resolution.

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.

10

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 Reg. 42 of SEBI(LODR) Regulations, 2015 read with section 91 of the Companies

Act,2013, the Register of Members and Share Transfer Books will remain closed from 21st September,

2017 to 27th

September, 2017 (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 2016-17 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 2016-17 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 Reg. 44 of SEBI (LODR) Regulations, 2015, the Company has provided a

facility to the members to exercise their votes electronically through the electronic voting service facility

arranged by National Securities Depository Limited (NSDL). Apart from e-facility for voting, through

11

ballot paper, 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 e-voting 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.-

Renu Kathuria, Practicing Company Secretary (Membership. No. 34023), Faridabad has been

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 and other instructions relating to e-voting (NSDL) are as under:

1. In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management

and Administration) Rules, 2014, as amended by the Companies (Management and Administration)

Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings (SS2) issued by

the Institute of Companies Secretaries of India, the Company is pleased to provide to its members

facility to exercise their right to vote on resolutions proposed to be considered at the Annual General

Meeting by electronic means and the business may be transacted through e-voting services arranged by

National Securities Depository Limited ("NSDL"). The Members may cast their votes using an

electronic voting system from a place other than the venue of the Annual General Meeting ("remote e-

voting"). Instructions for e-voting are given herein below.

2. The facility for voting through electronic voting system or ballot paper shall be made available at the

Annual General Meeting and the Members attending the meeting who have not cast their vote by

remote e-voting shall be able to exercise their right to vote at the meeting.

3. The Members who have cast their vote by remote e-voting prior to the Annual General Meeting may

also attend the meeting but shall not be entitled to cast their vote again.

4. The remote e-voting period commences on Sunday, 24th

Sept., 2017 (9:00 am) and ends on

Tuesday, 26th

Sept, 2017 (5:00 pm). During this period members’ of the Company, holding shares

either in physical form or in dematerialized form, as on the cut-off date of 22nd Sept., 2017, may cast

their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting

thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to

change it subsequently.

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5. The process and manner for remote e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs are registered

with the Company/Depository Participants(s)] :

(i) Open email and open PDF file viz; “remote e-voting.pdf” with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting.

Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(i) Click on Shareholder - Login (ii) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

(iii) Password change menu appears. Change the password/PIN with new password of

your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other

person and take utmost care to keep your password confidential.

(iv) Home page of remote e-voting opens. Click on remote e-voting: Active Voting

Cycles. (v) Select “EVEN” of “Aplaya Creations Limited”.

(vi) Now you are ready for remote e-voting as Cast Vote page opens.

(vii) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm” when prompted.

(viii) Upon confirmation, the message “Vote cast successfully” will be displayed.

(ix) Once you have voted on the resolution, you will not be allowed to modify your vote. (x) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to

send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority

letter etc. together with attested specimen signature of the duly authorized

signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected]

A. In case a Member receives physical copy of the Notice of AGM) [for members whose email IDs are not registered with the Company/Depository Participants(s) or requesting

physical copy] :

(i) Initial password is provided as below/at the bottom of the Attendance Slip for the AGM:

EVEN (Remote e-voting Event Number)USER ID/PASSWORD/PIN

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

I. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads

section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

II. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

III. You can also update your mobile number and e-mail id in the user profile details of the

folio which may be used for sending future communication(s).

IV. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 22nd Sept. 2017.

V. Any person, who acquires shares of the Company and become member of the Company

after dispatch of the notice and holding shares as of the cut-off date i.e. 22nd Sept.,2017, may obtain the login ID and password by sending a request at [email protected] or

[email protected].

However, if you are already registered with NSDL for remote e-voting then you can use

your existing user ID and password for casting your vote. If you forgot your password,

https://www.evoting.nsdl.com/



http://www.evoting.nsdl.com/



13

you can reset your password by using “Forgot User Details/Password” option available

on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

VI. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM)

VII. A person, whose name is recorded in the register of members or in the register of

beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through

ballot paper.

VIII. Ms. Renu Kathuria, Practicing Company Secretary (Membership No. 34023) has been

appointed as the Scrutinizer for the Annual General Meeting E-voting facility providing to the members of the Company to scrutinize the voting and remote e-voting process in a

fair and transparent manner.

IX. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “Ballot

Paper” for all those members who are present at the AGM but have not cast their votes by

availing the remote e-voting facility.

X. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-

voting in the presence of at least two witnesses not in the employment of the Company

and shall give not later than 48 hours of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a

person authorized by him in writing, who shall countersign the same and declare the

result of the voting forthwith. XI. The Results declared along with the report of the Scrutinizer shall be placed on the

website of the Company www.aplayacreations.com immediately after the declaration of

result by the Chairman or a person authorized by him in writing. The results shall also be

immediately forwarded to the BSE Limited.

PLACE: Mumbai

DATE: 11.08.2017

By order of the Board


Sd/-


Managing Director

(DIN: 07837321)

http://www.evoting.nsdl.com/


14

DIRECTORS’ REPORT FOR THE FINANCIAL YEAR 2016-17

To, The Shareholders, The Directors have pleasure in presenting their 34th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2017. FINANCIAL RESULTS The Financial Results are stated as under:

(Rs.) (Rs.)

PARTICULARS Year Ended Year Ended 31.03.2017 31.03.2016

Sales & Operating Income 10,27,60,090 20,74,53,700

Other Income 47,43,404 67,98,844

Total Expenditure with

Depreciation 10,72,62,975 21,29,43,787

Gross Income/ (Loss) before

Taxation 2,40,519 13,08,757

Provision for Taxation 37,206 3,73,052

Net Profit/(Loss) 2,03,313 9,35,705

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

During the year under review, your company has earned profit after tax of Rs. 2,03,313/- during the

current financial year as against Rs. 9,35,705/- earned during the previous financial year. Profit before tax

is Rs. 2,40,519/- as compared to Rs. 13,08,757/- in previous year. The company has object of carrying on

business of readymade garments and trading of sarees. CHANGE IN NATURE OF BUSINESS, IF ANY

No change in the name of the company or nature of business of the company.

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.

AMOUNT TRANSFERRED TO RESERVES

No amount has been transferred in reserves during the current financial year.

CHANGES IN SHARE CAPITAL, IF ANY

The paid up Equity Share Capital as on 31st March 2017 was Rs. 14,38,00,000. There have been no changes

in the capital structure of the Company as no new shares were issued by the Company during the period

under consideration.

15

DEPOSITS

As on 31.03.2017, the company held no deposit in any form from anyone. There was no deposit held by

the company as on 31.03.2017, 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 BSE 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.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

a) Conservation of Energy: Since the company is not engaged in any manufacturing activity, issues relating to conservation of energy are not quite relevant to its functioning. b) Technology Absorption: Since the company is not engaged in any manufacturing activity, issues relating to Technology Absorption are not quite relevant to its functioning. c) Foreign Exchange Earnings/Outgo:

Earnings NIL

Outgo NIL

PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186

During the period under review, no loans and guarantees were provided by the Company under the

provisions of Section 186 of Companies Act, 2013.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial

position of the Company has occurred between the end of the financial year of the Company- 31st March,

2017 till the date of this report.

RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are

present which may threaten the existence of the company. During the year, Directors have an adequate

risk management infrastructure in place capable of addressing those risks. The company manages

monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its

strategic objectives. The Audit Committee and Board of Directors review these procedures periodically.

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

16

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.

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. BOARD EVALUATION

Reg. 17 of SEBI (LODR) Regulations, 2015 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 6(Six) 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.

Date No. of Directors No. of Directors

Present

09/04/2016 5 5

09/05/2016 5 5

30/05/2016 5 5

10/08/2016 5 5

11/11/2016 5 5

10/02/2017 5 5

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,

2017, 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 being Non-executive & Non-

Independent Director on the Board of the Company.

17

The Board has undergone changes from the closure of financial year 2016-17 till 11th August, 2017 as

mentioned below:-

Name of Director/KMP Appoitment/Resignation Date of Intimation

Sachin Somiya Resignation 30/06/2017

Dipak Kumar Sharma Resignation 30/06/2017

Pramod Kumar Kushawaha Appointment 30/06/2017

Gaurav Kumar Pandey Appointment 30/06/2017

Shivani Shukla Appointment 30/06/2017

Raushan Kumar Thakur Appointment 30/06/2017

Ramwatar Gupta Resignation 06/07/2017

Pramod Kumar Gupta Resignation 06/07/2017

Pramod Kumar Kushawaha Resignation 11/08/2017

Gaurav Kumar Pandey Resignation 11/08/2017

Ivan Anil William Dsouza Appointment 11/08/2017

Rukiya Begum Anwer Pasha Appointment 11/08/2017

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 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) provisions under the Companies Act, 2013; and (c) SEBI Insider Trading Regulation, 2015. (d) SEBI (LODR) Regulations, 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 3(three) committees: 1. Audit Committee, 2. Nomination and Remuneration

Committee, 3. Stake Holders Relationship Committee.

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

18

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 SEBI (LODR) Regulations, 2015.

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—

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.

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, 2017, 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.

19

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 (Firm Regn. No- 124850W), Mumbai were appointed as statutory auditors of the Company to hold office till the conclusion of the 34th Annual General Meeting to be held in the calendar year 2017.

As per the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as may be applicable and pursuant to the recommendations of the Audit Committee, M/s. Vijay Darji & Associates, Chartered Accountants (Firm Registration No. 118614W), be appointed as statutory auditors of the Company, in place of retiring auditors M/s. Agarwal Desai & Shah, Chartered Accountants (Firm Registration No. 124850W), to hold office from the conclusion of the 34th Annual General Meeting (AGM) until the conclusion of the 39th AGM, subject to ratification by members every year, as applicable, at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company.

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

Ms. Renu Kathuria, Practicing Company Secretary was appointed to conduct the secretarial audit of the

Company for the financial year 2016-17, as required under Section 204 of the Companies Act, 2013 and

Rules thereunder. The Secretarial Audit Report for F.Y 2016-17 forms part of the Annual Report and part

of the Board's report as Annexure -I.

Secretarial Auditor Report contains some observations and remarks for F.Y 2016-17 which are as follows-

1. Company received one shareholder complaint on SCORES and it was resolved in the same

financial year.

2. Show Cause Notices were received to the company from SEBI and Income Tax Department

during the year in the matter of preferential allotment made by the company and accordingly

reply has been submitted to the authority by the concerned employee.

The board will ensure and keep a check on compliance team and ensure that all compliances and filing of

forms in future are done within the prescribed time period and no non-compliances or delayed

compliances take place.

20

COST AUDITORS Appointment of Cost Auditor is not applicable to the Company. Hence, the company has not appointed any Cost Auditor.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

As per Sec 188(1) of the Companies Act, 2013 there is no transaction entered with the related party during

the Financial Year 2016-17. Form AOC-2 is attached as Annexure-III.

DETAILS OF SUBSIDIARY, JOINT VENTURES & ASSOCIATES During the year under review, no company became or ceased to be a Subsidiary/Joint Venture/Associate of the Company. PARTICULARS OF EMPLOYEES

The particulars of employees are given in Annexure-IV to this report as required under Section 197(12) of

the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 The company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of under Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013. For the F.Y 2016-17, no case of sexual harassment was pending at the beginning, no case was received during the year nor did any case stand pending at the closure of F.Y. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY We view responsible conduct as a necessary input for long term business success. We accept responsibility for our business, or employees and society. That is how we define our corporate responsibility. But as per Section 135 of Companies Act, 2013 your company is out of the preview of this responsibility.

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.aplayacreations.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

21

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.

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.

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

No material orders were issued in the name of the company in the financial year 2016-17. The company

received show cause notice from SEBI in respect of preferential allotment made by the company and a

notice from Income Tax Department.

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 -II.

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

Chairman & Managing Director, Mr. Pramod Kumar Gupta Executive Director & CFO, Mr.

Sachin Somaiya Independent Director, Mr. Dipak Kumar Sharma Independent Director and Ms.

Pinki Gupta Non Executive Director of the Company.

3. The company’s management has undergone changes from the closure of financial year 2016-17

till 11th August 2017 with appointment & resignation of various personnel on the position of

Managing Director, Director(s) and CFO. 4. The secured debt of the company is Nil.

5. The Promoters holding is consists of 1,37,64,500 equity shares of Rs.1/- each amounting to 9.57%. 6. There was no un-paid dividend during the year.

22

ACKNOWLEDGEMENT Your Directors take this opportunity to place on record their sincere appreciation for the co-operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees; support and co-operation extended by the valued business associates of the Company.

For and on behalf of the Board


Date-11.08.2017 Sd/- Sd/-

Place- Mumbai Raushan Kumar Thakur Pinki Gupta

(Managing Director) (Director)

DIN:-07837321 DIN:-06365547

23

ANNEXURE-I

MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2017 [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 Member, M/s Aplaya Creations Limited,

D-615, Crystal Plaza, Opposite Infinity Mall, New Link Road Andheri (W) Mumbai, Maharastra-400053 I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Aplaya Creations Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our 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 authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2017 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 and subject to the extent, in the manner and subject to the reporting made hereinafter. 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, 2017 according to the provisions of;

1. The Companies Act, 2013 (the Act) and the rules made there under and certain provisions of Companies Act, 1956 and rules made there under;

2. The Securities Contracts ( Regulation) Act, 1956(SCRA) and the rules made there under; 3. The Depositories Act, 1996 and the Regulations and Bye-law framed hereunder; 4. Foreign Exchange Management Act, 1999 and the rules and regulations made there

under to the extent of Foreign Direct Investment and Overseas Direct Investment; 5. The following Regulations and Guidelines prescribed under the Securities and Exchange

Board of India , 1992 (‘ SEBI Act’);

(a) The Securities and Exchange Board of India( Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

24

(b) The Securities and Exchange Board of India ( Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India ( Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines , 1999;

(e) The Securities and Exchange Board of India ( Registration to an Issue and Share Transfers Agents ) Regulations, 1993;

6. Information Technology Act, 2000 and the rules made there under; 7. Secretarial Standards issued by The Institute of Company Secretaries of India.

I have also examined compliance with the applicable clause of the following;

I. The Secretarial Standards issue by the Institute of Company Secretaries of India. II. The SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015;

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, 2017 complied with 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 mentioned above, subject to the following observations;

1. During the Audit period the Company has received one Shareholder complaint and successfully resolved it within the financial year.

2. Show Cause Notices were received to the company from SEBI and Income Tax Department

during the year in the matter of preferential allotment made by the company and accordingly

reply has been submitted to the authority by the concerned employee.

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. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc mentioned above. 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. There was no changes in the composition of the Board of Directors that took place during the period under review and appointment CFO during the year under review were carried out in compliance with the provisions of the Act.

25

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. For Renu Kathuria & Associates Sd/- (Practicing Company Secretary) (Renu Kathuria) ACS: 34023 CP: 16026 Place: Faridabad Date: 11 August, 2017 Note: This report is to be read with our letter of even date which is annexed as “ANNEXURE A” and forms an integral part if this report

26

“ANNEXURE A” To, The Members, M/s Aplaya Creations Limited

D-615, Crystal Plaza, Opposite Infinity Mall, New Link Road Andheri(W) Mumbai, Maharastra-400053 Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on the test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books

of accounts of the Company.

4. Where ever required, we have obtained the Management representation about compliance of laws, rules and regulations and happenings of events etc.

5. The compliance of provisions of Corporate and other applicable laws, rules, regulations,

standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the

Company nor of efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Renu Kathuria & Associates Sd/- (Practicing Company Secretary) (Renu Kathuria) ACS: 34023 CP: 16026 Place: Faridabad Date: 11 August, 2017

27

ANNEXURE-II

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2017

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. I. REGISTRATION AND OTHER DETAILS:

i. CIN

L17122MH1996PLC100018

ii. Registration Date

09/03/1983

iii. Name of the Company

Aplaya Creations Limited

iv. Category/Sub-Category of the Company

Public Company Limited by Shares/Non-govt. company

v. Address of the Registered office and contact details

D-615, CRYSTAL PLAZA, OPPOSITE INFINITY MALL, NEW LINK ROAD, ANDHERI(W), MUMBAI-400053 Tel No. 022-40045341 Email: [email protected] Website: www.aplayacreations.com

vi. Whether listed company

Yes (Listed on BSE Limited)

vii. Name, Address and Contact details of Registrar and Transfer Agent

Skyline Financial Services Private Limited SEBI Regn. No.: INR000003241 D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi - 110 020. Tel No.: +91-11- 26812682/83 Fax No.: +91-11-26812682 Email id.: [email protected] Website : www.skylinerta.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1. Readymade Garments and Trading of Sarees

47711 95.59%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES S. No. Name AND

Address of the Company

CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE

% of shares held Applicable Section

1. NOT APPLICABLE




http://www.skylinerta.com/

28

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of

Total Equity)

i. Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year (as on 01/04/2016)

No. of Shares held at the end of the year (as on 31/03/2017)

% Change during the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoter

1) Indian

a) Individual/ HUF 0 0 0 0 0 0 0 0 0

b) Central Govt 0 0 0 0 0 0 0 0 0

c) State Govt(s) 0 0 0 0 0 0 0 0 0

d) Bodies Corp 13764500 0 13764500 9.57 13764500 0 13764500 9.57 0

e) Banks / FI 0 0 0 0 0 0 0 0 0

f) Any Other 0 0 0 0 0 0 0 0 0 Sub-total(A)(1):- 13764500 0 13764500 9.57 13764500 0 13764500 9.57 0

2) Foreign

g) NRIs-Individuals 0 0 0 0 0 0 0 0 0

h) Other-Individuals 0 0 0 0 0 0 0 0 0

i) Bodies Corp. 0 0 0 0 0 0 0 0 0

j) Banks / FI 0 0 0 0 0 0 0 0 0

k) Any Other…. 0 0 0 0 0 0 0 0 0

Sub-total(A)(2):- 0 0 0 0 0 0 0 0 0 Total shareholding of Promoter (A) =(A)(1)+(A)(2)

13764500 0 13764500 9.57 13764500 0 13764500 9.57 0

B. Public Shareholding

1. Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0

b) Banks / FI 0 0 0 0 0 0 0 0 0

c) Central Govt 0 0 0 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0 0 0 0

e) Venture Capital Funds 0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0 0 0

g) FIIs

0 0 0 0 0 0 0 0 0

h) Foreign Venture Capital Funds

0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0 Sub-total(B)(1) 0 0 0 0 0 0 0 0 0

2. Non Institutions

a) Bodies Corp.

(i) Indian (ii) Overseas

41022399

0 0

41022399

28.53

46981854

0 0

46981854

32.67

4.14

29

b) Individuals

(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

1079112

87302909

160500 0

1239612

87302909

0.86

60.71

1690320

69357191

9000

131500

1699320

69488691

1.18

48.32

0.32

(12.39)

c) Others (i) Non-Resident Indians (ii) NBFC

(iii) Clearing Member (iv) HUF

50 470530

0 0

50 470530

0 0.33

550 470530 145419

11229136

0 0 0

20000

550 470530 145419

11249136

0 0.33 0.10 7.82

0 0

0.10 7.82

Sub-total(B)(2) 129875000 160500 130035500 90.43 129875000 160500 130035500 90.43 0 Total Public Shareholding (B)=(B)(1)+ (B)(2) 129875000 160500 130035500 90.43 129875000 160500 130035500 90.43 0

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0 0 0 0

Grand Total(A+B+C) 143639500

160500

143800000

100

143639500

160500

143800000

100

0

ii. Shareholding of Promoters

Sr.

No Shareholder’s Name

Shareholding at the beginning of the

year (as on 01/04/2016)

Shareholding at the end of the year

(as on 31/03/2017)

No. of

Shares

% of total

Shares of

the

company

%of Shares

Pledged /

encumbered

to total shares

No. of

Shares

% of total

Shares of the

company

%of Shares

Pledged /

encumbered to

total shares

% change in

share holding

during the

year

1. Westfield Apparels

Pvt. Ltd.

13764500 9.57 0 13764500 9.57 0 0

Total 13764500 9.57 0 13764500 9.57 0 0

iii. Change in Promoters’ Shareholding (please specify, if there is no change)

Sr. no Name

Shareholding at the

beginning of the year (as

on 01/04/2016)

Date

Increase/

Decrease

in share-

holding

Reason

Cumulative

Shareholding during

the year (01-04-16 to 31-

03-17)

No. of

shares

% of total

shares of

the

company

No. of

shares

% of

total

shares of

the

company

No Change

30

iv. Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. no Name of Shareholder

Shareholding at the beginning of the year (as

on 01/04/2016)

Date

Increase/ Decrease in share-holding

Reason

Cumulative Shareholding during the year (01-04-16 to 31-03-

17)

No. of shares at the beginning (01-04-2016) till end of the year (31-03-2017)

% of total shares of the company

No. of shares


1

Suresh Kumar Garg

4028000 2.80 01.04.2016

30.12.2016 22000 Purchase 4050000 2.82

4050000 2.82 31.03.2017 4050000 2.82

2 Jagdish Chandra Malhotra

3654500 2.54 01.04.2016

3654500 2.54 31.03.2017 3654500 2.54

3 Rajender Kumar Jain 2390000 1.66 01.04.2016

2390000 1.66 31.03.2017 2390000 1.66

4 Overall Logistics Pvt. Ltd.

3813482 2.65 01.04.2016

22.07.2016 10000 Sale 3803482

30.09.2016 100000 Sale 3703482 2.58

03.03.2017 25000 Sale 3678482 2.56

3678482 2.56 31.03.2017 2678482 2.56

5 Veena Jain 2375000 1.65 01.04.2016

0 No Movement

2375000 1.65 31.03.2017 2375000 1.65

6 A.F Enterprises Ltd. 0 0 01.04.2016

20.01.2017 6310785 Purchase 6310785 4.39

27.01.2017 725800 Purchase 7036585 4.89

03.02.2017 6900000 Sale 136585 0.09

17.02.2017 136585 Sale 0 0

03.03.2017 3080129 Purchase 3080129 2.14

10.03.2017 244793 Sale 2835336 1.97

31

2835336 1.97 31.03.2017

2835336 1.97

7 Surabhi Dealmark Private Limited

2942448 2.05 01.04.2016

2942448 2.05 31.03.2017 2942448 2.05

8 Vindyavasini Agency Pvt. Ltd

2697502 1.88 01.04.2016

20.08.2016 9000 Purchase 2706502 1.88

02.09.2016 5596 Purchase 2712098 1.89

30.09.2016 68500 Sale 2643598 1.84

03.02.2017 2643598 Sale 0 0

10.02.2017 2643598 Purchase 2649598 1.84

03.02.2017 144788 Purchase 2788386 1.94

10.03.2017 200000 Sale 2588386 1.80

2588386 1.80 31.03.2017 2588386 1.80

9 Rabikanta Shribastab 2304535 1.60 01.04.2016

03.12.2016 50000 Sale 2254535 1.57

06.01.2017 50000 Sale 2204535 1.53

20.01.2017 2204535 Sale 0 0

0 0 31.03.2017 0 0

10 Kuber Dealcom Private Limited

2197264 1.53 01.04.2016

24.03.2017 2000000 Sale 197264 0.14

197264 0.14 31.03.2017 197264 0.14

11 Pravin Kumar Agarwal 2767250 1.92 01.04.2016

20.01.2017 2767250 Sale 0 0

0 0 31.03.2017 0 0

v. Shareholding of Directors and Key Managerial Personnel:

Sr. no

Name

Shareholding at the beginning of the year (as

on 01/04/2016)

Date

Increase/ Decrease in share-holding

Reason

Cumulative Shareholding during the year (01/04/16 to

31/03/17)

No. of shares


No. of shares % of total shares of the company

A.

Directors

NIL

B.

Key Managerial Personnel(KMP's)

NIL

32

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 (As on 01.04.2015)

i) Principal Amount ii) Interest due but not paid

iii) Interest accrued but not

Nil

Nil

Nil

Nil

Total(i+ii+iii) Nil Nil Nil Nil

Change in Indebtedness during the financial year

- Addition

- Reduction

Nil

Nil

Nil

Nil

Net Change Nil Nil Nil Nil

Indebtedness at the end of the financial year (As on 31.03.2016)

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Nil

Nil

Nil

Nil

Total (i+ii+iii) Nil Nil Nil Nil

33

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 MD (RAMAWATAR GUPTA)

Total

Amount 1. Gross salary

(a)Salary as per provisions contained in section17(1) of the Income-tax Act,1961 (b)Value of perquisites u/s17(2)Income-tax Act,1961 (c)Profits in lieu of salary undersection17(3)Income- taxAct,1961

3,60,000

Nil

Nil

Nil

3,60,000

2. Stock Option Nil Nil Nil Nil Nil

3. Sweat Equity Nil Nil Nil Nil Nil

4. Commission

- as% of profit

- others, specify…

Nil

Nil

Nil

Nil

Nil

5. Others, please specify Nil Nil Nil Nil Nil

6. Total(A) 3,60,000 Nil Nil Nil 3,60,000

Ceiling as per the Act Nil Nil Nil Nil Nil

B. Remuneration to other directors:

Sl. No.

Particulars of Remuneration Name of MD/WTD/ Manager

Total

Amount

Independent Directors ·Fee for attending board / committee meetings ·Commission ·Others, please specify

Nil

Nil

Nil

Nil

Nil

Total(1) Nil Nil Nil Nil Nil

Other Non-Executive Directors

• Fee for attending board / committee meetings

• Commission

• Others, please specify

Nil

Nil

Nil

Nil

Nil

Total(2) Nil Nil Nil Nil Nil

Total(B)=(1+2) Nil Nil Nil Nil Nil

Total Managerial Remuneration Nil Nil Nil Nil Nil

Overall Ceiling as per the Act Nil Nil Nil Nil Nil

34

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

Sl. no. Particulars of

Remuneration Key Managerial Personnel

CEO Company Secretary

CFO Total

1. Gross salary

(a)Salary as per provisions contained in section17(1)of the Income-tax Act,1961

(b)Value of perquisites u/s 17(2)Income-

taxAct,1961

(c)Profits in lieu of salary under section 17(3)Income-tax Act,1961

Nil

Nil

Nil

1,80,000

Nil

Nil

Nil

Nil

Nil

1,80,000

Nil

Nil

2. Stock Option Nil Nil Nil Nil

3. Sweat Equity Nil Nil Nil Nil

4. Commission

- as% of profit -others, specify…

Nil

Nil

Nil

Nil

5. Others, please specify Nil Nil Nil Nil

1. Total Nil 1,80,000 Nil 1,80,000

35

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of

the

companies

Act

Brief

description

Details of Penalty/

Punishmen t/Compounding

fees imposed

Authority[RD

/NCLT/Court]

Appeal

made. If

any(give

details)

A. Company

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

B. Directors




C. Other Officers In Default






Sd/- Sd/-

Raushan Kumar Thakur Pinki Gupta


DIN:-07837321 DIN:-06365547

Date- 11.08.2017

Place- Mumbai

36

Annexure-III

Form AOC-2

(Pursuant to Section 134 (3) (h) of the Companies Act, 2013 and Rule 8(2) of the

Companies (Accounts) Rules, 2015

Form for disclosure of particulars of contracts/arrangements entered into by the company

with the related parties referred to in sub-section (1) of Section 188 of the Companies Act,

2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis: Nil

2. Details of material contracts or arrangement or transactions at arm’s length basis:

Name(s) of the

related party and

nature of

relationship

Nature of

contracts/arrange

ment/transactions

Duration of

the contracts

/

arrangements

/transactions

Salient terms of

the contracts or

arrangements or

transactions

including the

value, if any:

Date(s) of

approval by

the Board, if

any:

Amount

paid as

advances, if

any

(Amount in

Rs.)

- - - - - -

Date: 11.08.2017 On Behalf of the Board of Director

Place: Mumbai For Aplaya Creations Limited

Sd/-


(Managing Director)

(DIN: 07837321)

37

Annexure -IV

Information Pursuant to Section 197 (12) Read with rule 5 of the companies

(Appointment and remuneration of managerial personal) Rule 2014

1. Ration of remuneration of each Director to the median remuneration of the employees of the

company for the year 2016-17

Sr. no Name and designation of the

Director/KMP

Remuneration for FY-16-17

(Amount Rs. In Lakhs)

Ratio to the Median Remuneration

1 Mr. Sachin Somaiya, Director*

- Not Applicable

2 Mr. Pramod Kumar Gupta, Director & CFO

- -

3 Ms. Pinki Gupta Director*

Not Applicable

4 Mr. Ramawtar Gupta Managing Director

3.60 -

5 Mr. Dipak Kumar Sharma, Director*

- Not Applicable

6 Company Secretary

1.80

-

*Independent Directors are paid only sitting fees, the details of which are given in Corporate

Governance Report.

38

2. The Percentage increase in remuneration of each director, CFO, CEO, CS or manager if any in the

financial year 2016-17 compared to 2015-16.

Sr. No

Name of Director/KMP

Remuneration for the FY 2015-16 (Amount in Rs. In Lakhs)

Remuneration for the FY 2016-17 (Amount in Rs. In Lakhs)

% Change

1 Mr. Sachin Somaiya, Director*

- - -

2 Mr. Pramod Kumar Gupta, Director & CFO

- - -

3 Ms. Pinki Gupta Director*

- -

4 Mr. Ramawtar Gupta Managing Director

3.60 3.60 -

5 Mr. Dipak Kumar Sharma, Director*

- - -

6 Company Secretary** 3.55

1.80

49.29%

* Independent Directors are paid only sitting fees, the details of which are given in Corporate

Governance report.

** Company secretary CS Arunangshu Bhattacharjee held the position of CS in the company for the

beginning period of the company till June 2016. Later in July 2016, Cs Pratyaksh Shivam was

appointed to hold the position and held till the closure of the financial year and the remuneration

shown above is the gross remuneration paid to other Company Secretary during the financial year.

3. The Number of Permanent employee on the roll of the Company during as on 31st March 2017 is 10

(Ten).



Date-11.08.2017 Sd/- Sd/-

Place- Mumbai Ramawtar Gupta Pinki Gupta


DIN:-06365578 DIN:-06365547

39

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 SEBI (LODR) Regulations, 2015. 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 slow growth. Slow 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. Global growth is projected to accelerate to 2.7 percent this year and further strengthen to 2.9 percent in 2018-19, in line with previous projections. However, the world economy continues to face a number of downside risks. IMF retains India growth forecast at 7.5%. 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. US growth by 0.1 percentage point this year to 2.3% and by 0.4 percentage points to 2.5% in 2018. 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. From a post-crisis low in 2016, growth is strengthening in Emerging and Developing Market Economies (EMDE). A recovery in commodity exporters is being led by some large economies where adjustment to the earlier decline in commodity prices is well advanced. However, some other economies still face longer-than-expected adjustment needs, suggesting that this recovery will be somewhat softer than previously envisioned. In commodity importers, growth is projected to remain solid, as stronger exports offset the impact of diminishing policy support. Despite an easing of short-term macroeconomic pressures in many EMDEs, the longer-term EMDE outlook is constrained by structural headwinds to world trade and slowing productivity growth. Global GDP growth is projected to pick up modestly to around 3.5% in 2018 from just 3% in 2016. The forecast is unchanged since November 2016. The East Asia and Pacific region is projected to grow at 6.2 percent in 2017, and at a slightly lower 6.1 percent on average in 2018-19. Growth in Europe and Central Asia is forecast to accelerate broadly to 2.5 percent in 2017, and to 2.7 percent in 2018, supported by continued recovery among commodity exporters and unwinding of geopolitical risks and domestic policy uncertainty in major economies in the region. Russia is expected to grow at a 1.3 percent rate in 2017 after a two-year recession and by 1.4 percent in 2018. Growth in South Asia region is forecast to pick up to 6.8 percent in 2017 and accelerate to 7.1 percent in 2018, reflecting an expansion of domestic demand and exports. Excluding India, regional growth is anticipated to hold steady at 5.7 percent, rising to 5.8 percent, with growth accelerating in Bhutan, Pakistan, and Sri Lanka but easing in Bangladesh and Nepal. Growth in Latin America and the Caribbean is projected to strengthen to 0.8 percent in 2017 as Brazil and Argentina emerge from recession and rising commodity prices support agricultural and energy exporters. Brazil is forecast to expand 0.3 percent in 2017, with growth expected to pick up to a 1.8 percent rate 2018, while growth in Argentina is projected to expand at a 2.7 percent pace this year. INDIAN INDUSTRIAL OVERVIEW

India will be the fastest-growing economy in 2017. 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. India’s gross value added (GVA) growth at basic prices will ease in 2017 to about

http://www.livemint.com/Politics/QzG1NBjssdgorxfDoT8JRN/Indias-economic-activity-to-pick-up-in-second-half-of-2017.html

40

6.6% from around 7% in the 2016 calendar year. 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. During April-December 2016, trade deficit declined by 23.5 per cent over corresponding period of previous year as contraction in imports were quite higher than fall in exports. During October-December 2016, both exports and imports grew at the rate of 5 per cent, starting a long-awaited recovery. During 2016-17 (April-December) imports declined by 7.4 per cent to US$ 275.4 billion compared to the corresponding period of previous year.

Many new initiatives taken by the Government in the form of Make-in-India, Invest India, Start Up India and e-biz Mission Mode Project under the national e-governance plan are facilitating investment and ease of doing business in the country. Growth rate of industrial sector is estimated to moderate to 5.2 per cent in 2016-17 from 7.4 per cent last fiscal. During April-November 2016, a modest growth of 0.4 per cent has been observed in the Index of Industrial Production (IIP) due to strong growth in electricity generation offset by moderation in mining and manufacturing.The eight core infrastructure supportive industries, viz. coal, crude oil, natural gas, refinery products, fertilers, steel, cement and electricity that have a total weight of nearly 38 per cent in the IIP, registered a cumulative growth of 4.9 per cent during April-November, 2016-17 as compared to 2.5 per cent during April-November, 2015-16.

OPPORTUNITIES, THREATS & RISKS The company is mainly exposed to market risk, interest risk, credit risk. However, prudent business and risk management practices followed by the company over the years helps it to manage normal industry risk factors which includes economic/business cycle, fluctuations in the stock prices in the market besides the interest rate volatility. However, the company hopes to improve its performance on the strength of its long experience and its strong emphasis on the fundamentals.

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. 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 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. Such risks can be

difficult to anticipate and respond to, even for the most seasoned business leaders. The audit committee

reviews the performance of the audit and compliance functions, the effectiveness of controls and

compliances with regulatory guidelines and gives such directions to the management as considered

appropriate.

FINANCIAL PERFORMANCE : During the year under review, your company has earned profit after tax of Rs. 2,03,313/- during the

41

current financial year as against Rs. 9,35,705/- earned during the previous financial year. Profit before tax is Rs. 2,40,519/- as compared to Rs. 13,08,757/- in previous year. HUMAN RESOURCES / INDUSTRIAL RELATIONS Human resource is the most vital factor to achieve the goals of any organization. Being a progressive

organization APLAYA CREATIONS LIMITED firmly believes in the strength of its most vital asset. The

company recognizes the importance of human value and ensures that encouragement both moral and

financial is extended to each individual for motivating them to perform to the maximum capacity. The

company industrial relations are cordial and satisfactory during the year under review.

CAUTIONARY STATEMENT

Certain statements in this report may be forward looking and are stated as may be required by applicable

laws and regulations. Many factors may affect the actual results, which could be different from what the

Directors envisage in terms of future performance and outlook. The company does not undertake to

update these statements.

ACKNOWLEDGEMENT

Your directors take this opportunity to place on record their appreciation to all employees for their hard

work, spirited efforts, dedication and loyalty to the company which helped the company for maintaining

its growth. Your Directors also wish to place on record their sincere thanks and appreciation for the

continuing support and unstinting efforts of the investors, vendors, dealers, business associates and

employees in an ensuring an excellent all around operational performance.

FOR AND ON BEHALF OF THE BOARD APLAYA CREATIONS LIMITED

Sd/-

PLACE: MUMBAI Raushan Kumar Thakur

DATE: 11/08/2017 Managing Director (DIN : 07837321)

42

CORPORATE GOVERNANCE REPORT (Pursuant to SEBI (LODR) Regulations, 2015 with the Stock Exchanges)

1. COMPANY’S PHILOSOPHY ON CORPORATE 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. The company conducts its affairs with a blend of the following aspects in their required proportions:

Prudence Transparency Accountability Impartial treatment for all shareholders Operating under the purview of the statute Ethical practices Shareholder’s wealth maximization

2. COMPOSITION OF BOARD:

The Company has adequate composition of Board of Directors along with Women Director as on 31st March 2017.

SR. NO. NAME OF DIRECTORS CATEGORY

1 Mr. Ramawtar Gupta Chairman cum 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 Non-Executive Director

The Board has undergone changes from the closure of financial year 2016-17 till 11th August, 2017 as

mentioned below:-

Name of Director/KMP Appoitment/Resignation Date of Intimation

Sachin Somiya Resignation 30/06/2017

Dipak Kumar Sharma Resignation 30/06/2017

Pramod Kumar Kushawaha Appointment 30/06/2017

Gaurav Kumar Pandey Appointment 30/06/2017

Shivani Shukla Appointment 30/06/2017

Raushan Kumar Thakur Appointment 30/06/2017

Ramwatar Gupta Resignation 06/07/2017

Pramod Kumar Gupta Resignation 06/07/2017

Pramod Kumar Kushawaha Resignation 11/08/2017

Gaurav Kumar Pandey Resignation 11/08/2017

Ivan Anil William Dsouza Appointment 11/08/2017

Rukiya Begum Anwer Pasha Appointment 11/08/2017

43

3. MEETINGS AND ATTENDANCE DURING THE YEAR

Attendance of Directors at the Meeting of Board of Directors for the Financial Year 2016-2017.

The Company has conducted 6 Board Meetings during the year on 9th April 2016, 9th May 2016, 30th May 2016, 10th August 2016, 11th November 2016 and 10th February 2017. The Details of Board of Directors Meeting Held during the Financial Year 2016– 2017:

Sr. Date of Board Board No. Of. Directors No. Meetings Strength Present At Board

Meetings

1 09-04-2016 5 5 2 09-05-2016 5 5 3 30-05-2016 5 5

4 10-08-2016 5 5

5 11-11-2016 5 5 6 10-02-2017 5 5

4. INFORMATION SUPPLIED TO THE BOARD The Board members are given agenda papers alongwith necessary documents and information in advance of each meeting of the Board and Committees. In addition to the regular business items, the following are regularly placed before the Board to the extent applicable:-

Quarterly and Half yearly Results of the company

Minutes of the Audit Committee and other Committee meetings

Details of Agreements entered into by the company

Particulars of non-compliances of any statutory or Listing requirement 5. MINUTES OF THE BOARD MEETING The minutes of the proceedings of every Board and all committee meetings are prepared and approved/initialed by the Chairman within 30 days from the conclusion of the respective meeting.

6. CODE OF ETHICS

The company has prescribed a code of ethics for its Directors and senior management personnel. A

declaration by Executive Director to the effect that all the Directors and the senior management personnel

have complied with the Code of Ethics laid down for this purpose for the year 2016-17 is given below-

Declaration-Code of Conduct

This is to confirm that the Board of Directors has laid down a code of conduct for all Directors and senior

management personnel of the company. It is further confirmed that all the Directors and senior

management personnel of the company have duly complied with the Company’s Code of Conduct

during the financial year 2016-17 as required under Regulation 26(3) of SEBI (LODR) Regulations, 2015

with the Stock Exchanges.

COMMITTEES OF THE BOARD

The Company has 3(three) committees viz: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship 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.

44

1. AUDIT COMMITTEE The term of reference of this committee cover the matter specified for Audit Committee under Regulation 18 of SEBI (LODR) Regulations, 2015. 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

Nature of Directorship

Committee

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, 2017, 4(Four) Audit Committee Meetings were held during the year i.e. 30/05/2016, 10/08/2016, 11/11/2016 and 10/02/2017. 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 Nature of Directorship

Committee

Mr. Dipak Kumar Sharma Chairman Independent Director

Mr. Sachin Somiya Member Independent Director

Ms Pinki 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; 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;

45

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 Nature of Directorship

Committee

Mr. Sachin Somaiya Chairman Independent Director

Mr. Dipak Kumar Sharma Member Independent Director

Mr. Pramod Kumar Gupta Member 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. ANNUAL GENERAL MEETINGS:

The Details of Annual General Meetings of the Last three years are as follows:

Financial Year Date Time Location

2015-2016 30/09/2016 10:30 A.M At Regd. Office, Mumbai

2014-2015 30/09/2015 12:30 P.M At Regd. Office, Mumbai

2013-2014 30/09/2014 3:30 P.M. At Regd. Office, Mumbai

Whether Special Resolutions were put through postal ballot last year: NO Are votes proposed to be conducted through postal ballot this year: NO

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.aplayacreations.com )

46

GENERAL SHAREHOLDER INFORMATION

(a) AGM date, time and venue:

Annual General Meeting will be held on Wednesday, the 27th September, 2017 at 10:00 A.M. at the Registered office of the Company – D-615, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (W), Mumbai – 400 053.

Copy of Notice of Annual General Meeting and Annual Report are available on Company Website.

(b) Date of Book Closure: 21st September, 2017 to 27th September, 2017 (Both days Inclusive)

(c) Financial Year: 1st April to 31st March.

(d) Tentative Calendar for financial year 1st April, 2017 to 31st March , 2018:

The tentative dates of meeting of Board of Directors for consideration of quarterly financial results for the financial year ending 31st March, 2018 are as follows:

Financial Year Reporting for Proposed Date

Un-audited Financial Results for quarter ended 30.06.2017 Last week of September, 2017

Un-audited Financial Results for quarter ended 30.09.2017 Last week of December, 2017

Un-audited Financial Results for quarter ended 31.12.2017 Last week of March, 2018

Audited Results for quarter & year ended 31.03.2018 Last week of April, 2018

(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) Scrip code: 511064

(g) Stock Code: APLAYA

(h) ISIN: INE099M01027

(i) Corporate Identity Number : L17122MH1996PLC100018

(j) Registrar and Transfer Agent:

M/s Skyline Financial Services Pvt. Ltd. D-153 A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi- 110020. Tel.: 011-26812682/83, 011-64732681 to 88 Email: [email protected]

47

(k) 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.

(l) Dematerialization of shares and liquidity: 14,36,39,500 shares (99.88%)

The company has entered into an agreement with M/s Skyline Financial Services Pvt. Ltd. as Registrar and Transfer Agents

(m) 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 Skyline Financial Services Pvt. Ltd., D-153 A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi- 110020.

(n) Outstanding ADRs / GDRs:

The company has not issued any ADRs / GDRs.

Market Price Data and Shareholding Pattern as on 31st March, 2017:

1) Market Price Data : Period: 01-Apr-2016 to 31-Mar-2017

Month Open High Low Close No.of Shares

No. of Trades

Total Turnover (Rs.)

Deliverable Quantity

% Deli. Qty to Traded Qty

Spread High-Low

Spread Close-Open

Jun 16 39.95 39.95 39.00 39.20 55,800 57 21,87,207 55,800 100.00 0.95 -0.75

Jul 16 38.95 39.25 38.45 38.95 4,72,970 346 1,83,85,694 4,72,970 100.00 0.80 0.00

Aug 16 38.95 39.00 36.50 36.75 3,16,302 558 1,17,36,384 3,16,302 100.00 2.50 -2.20

Sep 16 36.90 41.90 36.20 39.35 15,58,771 3,497 6,27,85,506 15,58,771 100.00 5.70 2.45

Oct 16 38.60 38.60 27.55 27.55 52,620 330 16,25,408 52,620 100.00 11.05 -11.05

Nov 16 26.20 26.20 19.30 19.30 1,05,426 555 21,69,089 91,121 86.43 6.90 -6.90

Dec 16 18.35 20.25 15.75 15.75 10,00,628 1,319 1,69,84,758 6,63,401 66.30 4.50 -2.60

Jan 17 15.00 18.90 13.40 15.50 8,66,648 1,666 1,33,59,873 4,78,648 55.23 5.50 0.50

Feb 17 15.00 16.25 10.85 11.80 13,49,672 13,647 1,74,53,973 8,03,616 59.54 5.40 -3.20

Mar 17 12.39 16.63 12.00 13.02 23,66,377 1,889 3,33,14,426 19,63,993 83.00 4.63 0.63

No data is available for period of April 2016 & May 2016 due to suspension of trading of company.

48

(2) Shareholding Pattern as on 31st March, 2017:

No. of Shares held % to Total Shares

Promoter Group 1,37,64,500 9.57%

Mutual Funds and UTI - -

Banks & Financial institutions & 4,70,530 0.33%

Insurance Companies etc.(NBFC)

Venture Capital Funds - -

Corporate Bodies 4,69,81,854 32.67%

General Public 8,25,82,566 57.43%

NRIs / OCBs 550 0%

TOTAL 14,38,00,000 100.00

(o) Address for Communication:

The Company’s Registered Office is situated at –

APLAYA CREATIONS LIMITED D-615, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (w), Mumbai – 400 053.

The Company’s Corporate Office is situated at –

APLAYA CREATIONS LIMITED DSM-438, DLF Towers Shivaji Marg, New Delhi-110015

E-Mail Id- [email protected]

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/-


DATE : 11/08/2017 Managing Director (DIN : 07837321)

49

CFO CERTIFICATE I, Raushan Kumar Thakur, Managing Director 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.


Sd/-

PLACE: MUMBAI Raushan Kumar Thakur DATE: 11.08.2017 Managing Director

50

CERTIFICATE OF CORPORATE GOVERNANCE REPORT

To, The Members of APLAYA CREATIONS LIMITED D-615, 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, 2017, 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 SEBI (LODR) Regulations, 2015 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: 11.08.2017

51

DECLARATION FOR COMPLIANCE WITH CODE OF CONDUCT

To,

The Members of

Aplaya Creations Limited

Pursuant to Regulation 26(3) of the SEBI (LODR) Regulations, 2015 entered into with the Stock

Exchanges, I hereby confirm that all the Board Members and Senior Management Personnel have

affirmed compliance with the Code of Conduct for Directors and Senior Management as approved by the

Board for the financial year ended 31st March, 2017.


Sd/-


DATE : 11/08/2017 Managing Director (DIN : 07837321)

52

INDEPENDENT AUDITORS REPORT

To the Members of

M/s APLAYA CREATIONS LIMITED

1. Report on the Financial Statements I have audited the accompanying financial statements of APLAYA CREATIONS LIMITED (formerly known

as EINS EDUTECH LIMITED) (“the Company”), which comprises the Balance Sheet as at March 31,

2017, the Statement of Profit and Loss for the year ended March 31, 2017, and a summary of

significant accounting policies and other explanatory information.

2. Management’s Responsibility for the Financial Statements

Management is responsible for the matters stated 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 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 maintenance of adequate accounting records in accordance with the provisions of the Act for

safeguarding the assets of the Company and for preventing and detecting frauds and other

irregularities; selection and application of appropriate accounting policies; making judgements and

estimates that are reasonable and prudent; and design, implementation and maintenance of adequate

internal financial controls, 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.

3. Auditor’s Responsibility My responsibility is to express an opinion on these financial statements based on my audit.

I have taken in to 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 there under.

I conducted my audit in accordance with the Standards on Auditing specified under Section 143(10) of

the Act. Those Standards require that I 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

Company’s preparation of the financial statements that give a true and fair view in order to design

audit procedures that are appropriate in the circumstances. An audit also includes evaluating the

appropriateness of the accounting policies used and the reasonableness of the accounting estimates

made by the Company’s directors, as well as evaluating the overall presentation of the financial

statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my

audit opinion on the financial statements

4. Opinion In my opinion and to the best of my information and according to the explanations given to me, the

aforesaid financial statements give the information required by the Act in the manner so required and

53

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 31st March, 2017, and its profit/ loss

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2017;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended March 31, 2017.

5. Report on Other Legal and Regulatory Requirements

5.1 As required by the Companies (Auditor’s Report) Order, 2016(“the Order”), issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, I give in the Annexure A

statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

5.2 As required by section 143(3) of the Act, I report that:

a) I have sought and obtained all the information and explanations which to the best of my

knowledge and belief were necessary for the purpose of my audit;

b) In my opinion proper books of account as required by law have been kept by the Company so far

as it appears from my examination of those books;

c) The Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement

with the books of account;

d) In my opinion, the aforesaid standalone financial statements comply with the Accounting

Standards specified under the 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, 2017, and

taken on record by the Board of Directors, none of the directors is disqualified as on March 31,

2017, from being appointed as a director in terms of section 164 (2) of the Companies Act, 2013;

f) With respect to the adequacy of the internal financial controls over financial reporting of the

company and the operating effectiveness of such controls, refer to our separate report in

“Annexure B”, and

g) 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

my information and according to the explanations given to me:

(i) The company does not have any pending litigations which would impact its financial

position;

(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: 30.05.2017 Place: Mumbai Sd/-

RISHI SEKHRI PARTER

MEMBERSHIP NO. 126656

54

Annexure A to the Auditor’s Report

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our

report of even date of APLAYA CREATIONS LIMITED for the year ended 31st March 2017)

(i) In respect of its Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative

details and situation of fixed assets.

b) The company has regular programme of physical verification of its fixed assets by which fixed

assets are verified in phased manner over a period of three years. In accordance with this

programme, certain fixed assets were verified during the year and no material discrepancies were

noticed on such verification. In our opinion, this periodicity of physical verification is reasonable

having regards to the size of the Company and the nature of its assets.

c) According to the information and explanations given to us and on the basis of our examination of

the records of the Company, the title deeds of immovable properties are held in the name of the

Company.

(ii) In respect of its Inventory:

a) The physical verification of inventory has been conducted at reasonable intervals by the

management which in our opinion, having regard to the nature and location of stock, frequency

of verification is reasonable.

b) In our opinion and according to the information and explanations given to us the procedures of

physical verification of inventory followed by the management reasonable and adequate in

relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the company has

maintained proper records of inventory and no material discrepancies were noticed on physical

verification.

(iii) The Company has not granted any loans, secured or unsecured to any companies, firms, Limited

Liabilities partnerships or other parties covered in the register maintained under section 189 of the

Companies Act, 2013. Accordingly, provisions of clause 3(iii)(a) to (c ) of the Order is not

applicable to the company in respect of repayment of the principal amount and overdue interest.

(iv) In our opinion and according to the information and explanations given to us, the company has

complied with the provisions of Section 185 and 186 of the Act, with respect to the loans,

Investments made.

(v) The company has not accepted any deposits from the public and hence the directives issued by the

Reserve Bank o India and the provisions of Sections 73 to 76 or any other relevant provisions of the

Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the

deposits accepted from the public are not applicable.

55

(vi) As informed to us, the maintenance of Cost Records has not been specified by the Central

Government under sub-section (1) of Section 148 of the Companies Act, 2013, in respect of the

activities carried on by the company.

(vii) a) According to the information and explanations given to us and on the basis of our examination of

the records of the company, amount deducted / accrued in the books of accounts in respect of

undisputed statutory dues including provident fund, income tax, sales tax/ value added tax, service

tax, wealth tax , duty of customs, duty of excise, cess and other material statutory dues has been

regularly deposited during the year by the company with appropriate authorities. As explained to us,

the company did not have any dues on account of employees’ state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in

respect of provident fund, income tax, sales tax, wealth tax, service tax. duty of custom, value added

tax, cess and other material statutory dues were in arrears as at 31st March, 2017 for a period of

more than six months from the date they became payable.

b) According to the information and explanations given to us there are no material dues of Provident

fund, sales tax, wealth tax, income tax, service tax, duty of customs and cess which have not been

deposited with the appropriate authorities on account of any dispute.

(viii) In our opinion and according to the information and explanations given to us, the Company has not

defaulted in repayment of dues to any financial institution or bank. The company has not issued any

debentures.

(ix) The company is did not raise money by way of initial public offer (including debt instruments) and

term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable.

(x) According to the information and explanations given to us, no material fraud by the Company or on

the Company by its officers or employees has been noticed or reported during the course of our

audit.

(xi) According to the information and explanations give to us and based on our examination of the

records of the Company, the Company has paid/provided for managerial remuneration in

accordance with the requisite approvals mandated by the provisions of Section 197 read with

Schedule V to the Act.

(xii) In our opinion and according to explanations and explanations given to us, the Company is not a

nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the

records of the Company, transactions with the related parties are in compliance with sections 177

and 188 of the Act where applicable and details of such transactions have been disclosed in the

financial statements as required by the applicable accounting standards.

56

(xiv) According to the information and explanations given to us and based on our examination of the

records of the Company, the Company has not made any preferential allotment or private placement

of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the

records of the Company, the Company has not entered into non-cash transactions with directors or

persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) (xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India

Act, 1934. Accordingly, the paragraph 3(xvi) of the order is not applicable to the company and

hence not commented upon.




RISHI SEKHRI PARTER


57

“Annexure B” to the Independent Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of APLAYA CREATIONS LIMITED.

(“the Company”) as of March 31, 2017 in conjunction with my audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria established by the Company considering the

essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI).

These responsibilities include the design, implementation and maintenance of adequate internal financial

controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of

frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of

reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

My responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on my audit. I conducted my audit in accordance with the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on

Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of

Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those

Standards and the Guidance Note require that I comply with ethical requirements and plan and perform

the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

My audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. My audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial

controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The

procedures selected depend on the auditor’s judgement, including the assessment of the risks of material

misstatement of the financial statements, whether due to fraud or error.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A

company's internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

58

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the company are being

made only in accordance with authorisations of management and directors of the company; and (3)

provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to error

or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control

over financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Opinion

In my opinion, the Company has, in all material respects, an adequate internal financial controls system

over financial reporting and such internal financial controls over financial reporting were operating

effectively as at March 31, 2017, based on the internal control over financial reporting criteria established

by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered

Accountants of India (ICAI).




RISHI SEKHRI PARTER


Note No.

As at 31st March, 2017

As at 31st March, 2016

Rs. Rs.A EQUITY AND LIABILITIES

1 Shareholders’ funds3 143,800,000 143,800,000 4 81,953,470 81,750,157

225,753,470 225,550,157

2 Current liabilities(a) Trade Payables 5 2,770,780 18,584,560 (b) Other Current Liabilities 6 105,000 200,459

7 811,775 737,455 (d) Duties and Taxes 8 53,500 -

3,741,055 19,522,474

TOTAL 229,494,525 245,072,631 B ASSETS

1 Non Current Assets(a)Fixed Assets (Tangible Assets) 9 121,977 302,439 (b) Long Term Loans & Advances 10 - 12,925,000 (c ) Deferred Tax Assets 59398 22,284

181,375 13,249,723

2 Current assets11 14,796,000 25,000,600

(b)Inventories 12 2,101,300 6,276,500 (c)Trade Receivables 13 159,341,908 120,806,850

14 1,072,304 2,421,985 15 52,001,638 77,316,973

229,313,150 231,822,908

TOTAL 229,494,525 245,072,631

1-32

In terms of our report attached. For AGARWAL DESAI & SHAH

Chartered Accountants

Sd/-[ RISHI SEKHRI] Partner

ICAI Membership No. 126656

Place : MumbaiDate : The 30th Day of May, 2017

For and on behalf of the Board of Directors

Sd/-

Sd/-

Company Secretary


Particulars

See accompanying notes forming part of the financial statements

(CIN- L17122MH1996PLC100018)

Balance sheet as at 31st March, 2017

(a) Share capital (b) Reserves and surplus

(c) Short-term provisions

(a) Current Investments

(d) Cash and cash equivalents(e) Short Term Loans & Advances

Pramod Kumar GuptaCFO & Director[DIN-05300735]

Firm Registration No: 124850W

Sd/-Pratyaksh Shivam

Ramawtar GuptaManaging Director

[DIN-06365578]

Note No.

For the year ended 31st March, 2017

For the year ended 31st March, 2016

Rs. Rs.1 Revenue

1.a Revenue from operations 16 102,760,090 207,453,700 1.b Other Income 17 4,743,404 6,798,844

2 Total revenue 107,503,494 214,252,544

3 Expenses (a) Purchase of Stock in Trade 18 99,280,560 209,246,100 (b)Changes in Inventories 19 4,175,200 (703,900) (c) Employee Benefit Expense 20 1,258,196 1,877,068 (d) Payment To Auditors 21 105,000 28,090 (e) Finance Cost 22 - 234,149

(f) Depreciation and amortisations 23 180,462 224,672 (g) Other expenses 24 2,263,557 2,037,608

Total expenses 107,262,975 212,943,787

4 Profit / (Loss) before tax (2 - 3) 240,519 1,308,757

5 Tax expense:(a) Current tax expense for current year 74,320 404,481 (b)Deferred tax expense for current year (37,114) (31,429) (c) Current tax expense for prior year - -

37,206 373,052

6 Profit / (Loss) for the year (4 - 5) 203,313 935,705

7 Earnings per share (of Rs. 1/- each): 31(a) Basic 0.00 0.01 (b) Diluted 0.00 0.01

See accompanying notes forming part of the financial statements

1-32

Firm Registration No: 124850WChartered Accountants

Sd/-

Place : KolkataMumbaiDate : The 30th Day of May, 2017

Company Secretary

APLAYA CREATIONS LIMITEDStatement of Profit and Loss for the year ended 31st March 2017

Particulars

In terms of our report attached.For AGARWAL DESAI & SHAH For and on behalf of the Board of Directors


Managing DirectorRamawtar Gupta

CFO & Director[ RISHI SEKHRI] Partner

[DIN-05300735]

Sd/-

Sd/-

Sd/-Pratyaksh Shivam

Pramod Kumar Gupta

Note 3: Share capitalParticulars

Number of shares `

Number of shares `

(a) Authorised Equity shares of Rs. 1/- each with voting rights

150,000,000 150,000,000 150,000,000 150,000,000

150,000,000 150,000,000 150,000,000 150,000,000 (b) Issued

Equity shares of Rs. 1/- each with voting rights

143,800,000 143,800,000 143,800,000 143,800,000

143,800,000 143,800,000 143,800,000 143,800,000 (c) Subscribed and fully paid up

Equity shares of Rs. 1/- each with voting rights

143,800,000 143,800,000 143,800,000 143,800,000

Total 143,800,000 143,800,000 143,800,000 143,800,000 Refer Notes (i) to (ii) below

Notes:

Particulars Opening Balance

Fresh Issue Other Changes

Closing Balance

Issued, Subscribed and Fully Paid-up

Equity shares with voting rights year ended 31st March, 2017

- Number of shares 143,800,000 - - 143,800,000 - Amount (Rs.) 143,800,000 - - 143,800,000

year ended 31st March, 2016 - Number of shares 143,800,000 - - 143,800,000 - Amount (Rs.) 143,800,000 - - 143,800,000

Number of shares held

% holding in that class

of shares

Number of shares held

% holding in that class of

shares

Equity shares with voting rights(As per List Attached) - -

Total - - - -

(ii) Details of shares held by each shareholder holding more than 5% shares: Class of shares / Name of shareholder As at 31st March, 2017 As at 31st March, 2016

APLAYA CREATIONS LIMITEDNotes forming part of the financial statements

As at 31st March, 2017 As at 31st March, 2016

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Note 4: Reserves & Surplus As at As at

31-Mar-17 31-Mar-16` `

(a) Securities premium account Opening balance 72,800,000 72,800,000 Add : Premium on shares issued during the year - -

72,800,000 72,800,000 Less : Utilised during the year for: - - Closing balance 72,800,000 72,800,000

(b) Surplus / (Deficit) in Statement of Profit and Loss

Opening balance 8,950,157 8,014,452 Add: Profit / (Loss) for the year 203,313 935,705 Add: Adjustments with retain earning - - Closing balance 9,153,470 8,950,157

Total 81,953,470 81,750,157

Note 5: Trade Payables As at As at

31-Mar-17 31-Mar-16` `

Sundry Creditors 2,770,780 18,584,560 Total 2,770,780 18,584,560

Note 6: Other Current Liabilities As at As at

31 March, 31-Mar-17 31-Mar-16` `

Audit fees payable 105,000 - Provision for expenses 200,459

105,000 200,459

Note 7: Short Term Provisions As at As at

31-Mar-17 31-Mar-16` `

Provision for Income Tax 811,775 737,455 Total 811,775 737,455

Particulars


Particulars

Particulars

Particulars

Note 8: Duties and Taxes As at As at

31-Mar-17 31-Mar-16` `

TDS Payable 53,500 - Total 53,500 -

Note No. 10 : Long Term Loans & Advances As at As at

31-Mar-17 31-Mar-16` `

(Unsecured, considered good)(i)Security Deposits - 125,000 (ii)Loans (including interest) - 12,800,000

Total - 12,925,000

Note 11: Current Investments As at As at

31-Mar-17 31-Mar-16` `

Trade Investments In Unquoted equity shares (fully paid-up) (valued at cost) 14,796,000 25,000,600

(As per list attached) Total 14,796,000 25,000,600

Note 12: Inventories As at As at

31-Mar-17 31-Mar-16` `

Closing Stock 2,101,300 6,276,500 Total 2,101,300 6,276,500

Note 13: Trade Receivables As at As at

31-Mar-17 31-Mar-16` `

Sundry Debtors 159,341,908 120,806,850 Total 159,341,908 120,806,850

Note 14: Cash and Cash Equivalents As at As at

31-Mar-17 31-Mar-16` `

Balances with banks In current accounts 277,705 639,663

Cash in hand 794,599 1,782,322 Total 1,072,304 2,421,985

Note No. 15: Short Term Loans & Advances As at As at

31-Mar-17 31-Mar-16` `

(Unsecured, Considered Good)(i) Loans (including interest) (i) 48,651,625 76,485,324

(ii)Advances (Advance recoverable in cash or in kind or for value to be received )To Others 2,000,000 - Tax Deducted at sources 953,143 547,604 Advance Income Tax paid 111,650 284,045 Refund Due 51,045 - Other Deposits 234,175 -

Total 52,001,638 77,316,973

Particulars

Particulars

Particulars

Particulars

Particulars

Particulars

Particulars


Note 16 : Revenue from operations For the For the

year ended year ended 31-Mar-17 31-Mar-16

` ` Sale of Textile Goods 102,760,090 207,453,700

Total 102,760,090 207,453,700

Note 17: Other Income For the For the


` Ìnterest received 4,743,404 6,798,844

Total 4,743,404 6,798,844

Note 18: Purchase of Stock in Trade For the For the


` `Purchase of textile goods 99,280,560 209,246,100

Total 99,280,560 209,246,100

Note 19: Changes in Inventories For the For the


` Òpening Stock 6,276,500 5,572,600 Closing Stock 2,101,300 6,276,500

Total 4,175,200 (703,900)

Note 20: Employee Benefit Expenses For the For the


` `Salaries & Wages 1,258,196 1,877,068 Staff Welfare Expenses - -

Total 1,258,196 1,877,068

Note 21: Payment To Auditors For the For the


` Às Statutory Audit Fees 105,000 28,090

Total 105,000 28,090

Particulars

Particulars

Particulars

Particulars

Particulars

Particulars

Note 22: Finance Cost For the For the


` `Interest on Taxes - 234,149

Total - 234,149

Note 23: Depreciation and amortisations For the For the


` `Depreciation & Amortisation Expenses 180,462 224,672

Total 180,462 224,672

Note 24: Other expenses For the For the


` `Administrative Expenses 1,300 - Advertisment Expenses 46,035 53,770 Bank Charges 1,089 4,967 Miscelleaneous Expenses 24,820 25,431 Printing & Stationary Expenses 82,457 23,275 Office Expenses 30,000 58,966 Rent 372,000 562,000 Listing & depository Expenses 429,270 409,996 General Expenses 42,350 - Telephone Expenses 21,915 36,666 Director's Remuneration 360,000 360,000 Electricity Charges 1,800 48,965 Registrar Expenses 42,793 - Selling & Distribution Expenses 333,401 363,661 ROC Fees 6,000 13,500 Conveyance 95,514 Professional Fees 161,910 76,410 Sundry Balance written off 55,890 - Interest on TDS 13 - Loss on Sale of Investments 155,000 - Round Off - 2

2,263,557 2,037,608

Particulars

Particulars

Particulars

Previous Reporting Period

A. Cash Flows from Operating Activities 2016Net profit before taxation and after extraodinary items 240,519.00 1,308,757.00 Adjustments forInterest Income - - Dividend Income - - Depreciation 180,462.00 224,672.00 Total 180,462.00 224,672.00 Opetrating profit before working capital changes 420,981.00 1,533,429.00 Adjustment for capital changesInventories 4,175,200.00 -703,900.00 [Increase]/Decrease in trade receivables -38,535,058.00 -67,613,763.00 [Increase]/Decrease in short term advances 25,315,335.00 24,710,906.00 [Increase]/Decrease in long term advances 12,925,000.00 63,200,000.00 [Increase]/Decrease in other current assets - - Increase/(Decrease) in trade payables -15,813,780.00 -21,401,207.00 Increase/(Decrease) in other current Liabilities -41,959.00 -178,350.00 Total -11,975,262.00 -1,986,314.00

Cash generated from operations -11,554,281.00 -452,885.00 Income Tax paid for the Year - -2,208,228.00 Extraordinary Items - - - Net cash from operating activities -11,554,281.00 -2,661,113.00

B. Cash flows from Investmenting activities:Decrease / (Increase) in Fixed Assets - - Proceeds from sale of Non Current Investments 10,204,600.00 4,850,000.00 Purchase of Non-Current investments - - Interest received - - Dividend Received - - Net cash from Investmenting activities 10,204,600.00 4,850,000.00

C. Cash flows from financing activities:Proceeds from Issue of Preference Share Capital - - Net cash used in financing activities: - - Net increase/(-) decrease in cash and cash equivalents -1,349,681.00 2,188,887.00 Cash and cash equivalents at the beginning of the period 2,421,985.00 233,098.00 Cash and cash equivalents at the close of the period 1,072,304.00 2,421,985.00

1 All figures in brackets are outflow. 0 - 2 Previous year's figures have been regrouped wherever neccessary

For AGARWAL DESAI & SHAHCHARTERED ACCOUNTANTS Ramawtar Gupta Pramod Kumar Gupta

Firm's Regn. No. 124850W Managing Director CFO & Director[DIN-06365578] [DIR-05300735]

(RISHI SEKHRI) Pratyaksh Shivam

PARTNER Company SecretaryM. No. 126656

2017

IN TERMS OF OUR REPORT OF EVEN DATE ATTACHED HEREWITH.

APLAYA CREATIONS LIMITEDCIN NO. L17122MH1996PLC100018

Cash Flow Statement for the year ended March 31, 2017

Particulars

INRFigures for the

Current Reporting PeriodMar-31

Note:9 : Fixed Assets (Tangible Assets)

Balance as on

31.03.2016

Addition/Deletion

Balance as on 31.03.2017


During the year


OFFICE EQUIPMENT

HTC MOBILE 8,000 - 8,000 1,594 400 6,406 1,594 8,000 -

SAMSUNG MOBILE 13,000 - 13,000 2,902 650 10,098 2,902 13,000 -

Printer 15,900 - 15,900 2,381 795 13,519 2,381 15,900 -

Air Conditioner 120,225 - 120,225 59,432 - 60,793 48,768 109,561 10,664

Water Filter 8,277 - 8,277 4,233 - 4,044 3,472 7,516 761

2 COMPUTER & ASSESORIES 187,640 - 187,640 62,001 - 125,639 62,001 187,640 -

3 FURNITURE & FIXTURE 243,672 - 243,672 169,896 - 73,776 59,344 133,120 110,552

596,714 - 596,714 302,439 1,845 294,275 180,462 474,737 121,977

Sd/- Sd/-Pramod Kumar Gupta

CFO & Director[DIN-05300735]

Sd/- (RISHI SEKHRI)

M. No. 126656

Depreciation

Net Carrying Amount as on31/03/2017

Sr.No. Particulars

NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2017 AND STATEMENT OF PROFIT & LOSS FOR THE YEARENDED ON THAT DATE.

APLAYA CREATIONS LIMITED (FORMERLY EINS EDUTECH LIMITED)

DEPRECIATION ON FIXED ASSETS AS PER COMPANIES ACT'2013

Ramawtar Gupta

1

Gross Block

Net Carrying Amount as on31/03/2016

Residual Value

5% of cost

Managing Director[DIN-06365578]

Pratyaksh ShivamCompany Secretary

For AGARWAL DESAI & SHAHCHARTERED ACCOUNTANTSFirm's Regn. No. 124850W

PARTNER

68


Notes forming part of the financial statements

1. Corporate information

M/s APLAYA CREATIONS LIMITED (the company) is a public limited company domiciled in India and incorporated under the provisions of the Companies Act,

1956. Being a Limited Company its shares are listed on Bombay stock exchanges. & The Calcutta Stock Exchange Limited The company caters to domestic markets

only.

2. Significant accounting policies

2.1 Basis of accounting and preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with

the Accounting Standards notified under the Companies (Indian Accounting Standards Rules), 2015 read with Rule 3(2) thereof and the Companies (Accounting

Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 2013. The company is a small and medium-sized company (SMC) as defined in

the General Instructions in respect of Accounting Standards notified under the Companies Act, 2013. Accordingly, the company has complied with the Accounting

Standards as applicable to an SMC. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted

in the preparation of the financial statements are consistent with those followed in the previous year. There are no changes in any accounting policies during the year.

2.2 Use of estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported

amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates

used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual

results and the estimates are recognised in the periods in which the results are known / materialise.

2.3 Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

2.4 Other Income

Interest income is accounted on accrual basis.

2.5 Cash Flow Statement

Cash flow statement is applicable as the company is not a small company as per provisions of section 2(85) of Companies Act, 2013.

69

2.6 Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) by the weighted average

number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of

extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted

average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on

the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net

profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have

been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average

market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and

potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

2.7 Taxes on income

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is

considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet

when it is probable that future economic benefit associated with it will flow to the Company.

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are

capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantially enacted as at the

reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses

are recognised only if there is virtual certainty that there will be sufficient future taxable income available to realise such assets. Deferred tax assets are recognised for

timing differences of other items only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be

realised. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally

enforceable right for such set off. Deferred tax assets are reviewed at each Balance Sheet date for their realisability. "

Current and deferred tax relating to items directly recognised in equity are recognised in equity and not in the Statement of Profit and Loss.

70

2.8 Provisions and contingencies

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle

the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are

determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect

the current best estimates. Contingent liabilities are disclosed in the Notes.

Note 25: Contingent Liabilities and Commitments to the extent not provided for

Amount

(`)

As at 31st March, 2017 As at 31st March,

2016

(a) Contingent Liabilities

Security given by the company in respect of loans taken by other companies Nil Nil

(b) Commitments Nil Nil

Note 26: Earning and Expenditure in Foreign Currency

Amount

(`)

For the year ended 31st

March, 2017

For the year ended

31st March, 2016

Earnings Nil Nil

Expenditures Nil Nil

Note 27.Specified Bank Notes Disclosures (SBN'S) During the year the company had Specified Bank Notes as defined in MCA notifications G.S.R.308(E) dated March 31,2017.

The Details of Specified Bank Notes(SBN) held and transacted during the period from November 8,2016 to December 30,2016 is given below:

71

Particulars SBN's Other Denomination

Notes

Total

Closing Cash balance at 8 November, 2016

1,275,000.00

201,417.00

1,476,417.00

Transaction Between 9 November 2016 and 30 December 2016 is given below :

Add:Withdrawal from Bank Accounts

-

-

-

Add:Receipts for permitted transactions

-

-

-

Add:Receipts for non permitted transactions(if any)

-

-

-

Less:Paid for permitted transactions

-

146,519.00

146,519.00

Less:Paid for non permitted transactions

-

-

-

Less:Deposited in Bank Accounts

1,275,000.00

-

1,275,000.00

Closing Cash balance at 30 December, 2016

-

54,898.00

54,898.00

*For the purpose of this clause, the term : Specified Bank Noted" shall have the same meaning provided in the notification of the government of india. In the ministry of

finance, department of economics affairs number S.O.3407(E), dated 8th November, 2016

Note 28: Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

The Company has no dealing with any party registered under the Micro, Small and Medium Enterprises Development Act, 2006.

Note 29:

In the opinion of the Board, the current assets have value on realization in the ordinary course of business at least equal to the amount at which they are stated in the

Balance Sheet.

72

Note 30: Related Parties, Related Party Transactions & Balances receivable/payable as at the end of the year

30.a: Related Parties

Description of relationship Names of related parties

(a) Enterprises under the same management

(i) Ultimate Holding Company Nil (ii) Holding Company Nil (iii) Subsidiaries Nil (iv) Fellow Subsidiaries

(to be given only if there are transactions) Nil

(b) Associates and Joint Ventures Nil (c) Key Management Personnel (KMP) Nil

Nil

(d) Relatives of KMP Nil (e) Company in which KMP / Relatives of KMP can exercise significant

influence

30.b: Related Party Transactions

Amount

(`)

Particulars of Related Party Nature of

Transactions

For the year ended 31st

March, 2017

For the year ended

31st March, 2016

Nil Nil

73

30.c: Balances receivables/(payable) as at the end of the year

Amount

(`)

Particulars of Related Party As at 31st March, 2017 As at 31st March, 2016

Receivable Nil Nil Payable Nil Nil

Note 31: Earning Per Shares

year ended 31st March, 2017

Amount

(`)

Continuing Operations Discontinuing Operations Total Operations

Before Extraordinary

and Exceptional Items

After Extraordinary




After Extraordinary


Before Extraordinary and

Exceptional Items

After Extraordinary


Basic Diluted Basic Diluted Basic Diluted Basic Diluted Basic Diluted Basic Diluted

Face

Value of

Shares

1 1 1 1 1 1 1 1 1 1 1 1

Profit/Loss 203313 203313 203313 203313 0 0 0 0 203313 203313 203313 203313

Weighted

Average

No. of

Shares

143800000 143800000 143800000 143800000 143800000 143800000 143800000 143800000 143800000 143800000 14380000

0 143800000

EPS (Rs.) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

74

year ended 31st March, 2016

Amount

(`)

Continuing Operations Discontinuing Operations Total Operations



After Extraordinary




After Extraordinary


Before Extraordinary and

Exceptional Items

After Extraordinary


Basic Diluted Basic Diluted Basic Diluted Basic Diluted Basic Diluted Basic Diluted

Face

Value of

Shares

1 1 1 1 1 1 1 1 1 1 1 1

Profit/Loss 935705 935705 935705 935705 0 0 0 0 935705 935705 935705 935705

Weighted

Average

No. of

Shares

143800000 143800000 143800000 143800000 143800000 143800000 143800000 143800000 143800000 143800000 14380000

0 143800000

EPS (Rs.) 0.01 0.01 0.01 0.01 0.00 0.00 0.00 0.00 0.01 0.01 0.01 0.01

75

Note 32: Figures for the previous year

The figures for the previous year have been regrouped and/or rearranged wherever found necessary to make those comparable with the figures for the current year.

In terms of our report attached

For and on

behalf of the

Board of

Directors

For AGARWAL DESAI & SHAH

Firm Registration No: 124850W

Sd/-

Sd/-

Chartered Accountants

Pramod Kumar Gupta

Ramawtar Gupta

CFO & Director

Managing Director

[DIN-05300735]

[DIN-06365578]

[ RISHI

SEKHRI]

Sd/-

Partner

Pratyaksh Shivam


Company Secretary

Place : Mumbai Date : The 30th Day of May, 2017

76

APLAYA CREATIONS LIMITED (CIN: L17122MH1996PLC100018)

Regd. Off.: D-615, CRYSTAL PLAZA, OPP. INFINITY MALL, NEW LINK ROAD, ANDHERI (W), MUMBAI- 400053 Corp. Office- DSM-438, DLF TOWERS, SHIVAJI MARG, NEW DELHI- 110015

Tel.: 022-40045341; E-mail ID: [email protected]; Website: www.aplayacreations.com

Form No. MGT-11 Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and

Administration) Rules, 2014]

Name of the Member(s)

Registered Address

E-mail Id Folio No /Client ID DP ID

Name : E-mail Id:

Address:

Signature , or failing him

as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 34th Annual General Meeting of the company, to be held on Wednesday, 27th day of September, 2017 at 10:00 A.M. at D-615, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri(W), Mumbai-400053 and at any adjournment thereof in respect of such resolutions as are indicated below: Sl.

No.

Resolution(s) I/we assent

to the

Resolution

(FOR)

I /we dissent

to the

Resolution

(AGAINST)

1. Adoption of statement of Profit & Loss, Balance Sheet, report of Director’s and Auditor’s for the financial year 31st March, 2017

2. To appoint a Director in place of Ms. Pinki Gupta (DIN: 06365547), who retires by rotation and being eligible offers himself for re-appointment.

3. To appoint statutory auditors in place of retiring auditors

4. To adopt new set of MoA as per Companies Act, 2013

5. To adopt new set of MoA as per Companies Act, 2013

6. Regularization of Additional Director- Mr. Ivan Anil William D’souza

7. Regularization of Additional Director- Mrs. Rukiya Begum Anwer Pasha

8. Regularization of Additional Director- Ms. Shivani Shukla

9. Approval of the limits for the loans and investment by the company in terms of the provisions section 186 of the companies act, 2013

* Applicable for investors holding shares in Electronic form. Signed this ___day of _____20___

Signature of Shareholder Signature of Proxy holder Signature of the Shareholder across Revenue Stamp

Note: 1) 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. 2) The proxy need not be a member of the company.

ELECTRONIC VOTING PARTICULARS

EVEN (Remote E -Voting Event Number) USER ID PASSWORD

Please use existing User Id and Password

Notes: 1) Each equity share of the Company carries one vote.

2) Please read carefully the instructions printed overleaf before exercising the vote.

Affix Revenue

Stamps



77


(CIN: L17122MH1996PLC100018) Regd. Off.: D-615, CRYSTAL PLAZA, OPP. INFINITY MALL, NEW LINK ROAD, ANDHERI (W), MUMBAI- 400053

Corp. Office- DSM-438, DLF TOWERS, SHIVAJI MARG, NEW DELHI- 110015 Tel.: 022-40045341; E-mail ID: [email protected]; Website: www.aplayacreations.com

ATTENDANCE SLIP

(To be handed over at the entrance of the meeting hall)

Full name of the members attending ____________________________________________________

(In block capitals)

Ledger Folio No./Client ID No. _______________________ No. of shares held: ___________________

Name of Proxy _____________________________________

(To be filled in, if the proxy attends instead of the member)

I hereby record my presence at the 34th Annual General Meeting of Aplaya Creations Limited at D-615,

CRYSTAL PLAZA, NEW LINK ROAD, ANDHERI (WEST) MUMBAI -400053 on Wednesday, 27th

September, 2017 at 10:00 a.m.

(Member’s /Proxy’s Signature)

Note:

1) Members are requested to bring their copies of the Annual Report to the meeting, since further copies

will not be available.

2) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy,

shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by

the order in which the names stand in the Register of Members.

3) The submission by a member of this form of proxy will not preclude such member from attending in

person and voting at the meeting.



78


(CIN: L17122MH1996PLC100018) Regd. Off.: D-615, CRYSTAL PLAZA, OPP. INFINITY MALL, NEW LINK ROAD, ANDHERI (W), MUMBAI- 400053

Corp. Office- DSM-438, DLF TOWERS, SHIVAJI MARG, NEW DELHI- 110015 Tel.: 022-40045341; E-mail ID: [email protected]; Website: www.aplayacreations.com

Form No. MGT- 12 Polling Paper

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1) (c) of the Companies (Management and

Administration) Rules, 2014]

Name of the Company: APLAYA CREATIONS LIMITED Registered Office: D-615, CRYSTAL PLAZA, OPP. INFINITY MALL, NEW LINK ROAD, ANDHERI (W), MUMBAI- 400053 CIN: L17122MH1996PLC100018

BALLOT PAPER

I hereby exercise my vote in respect of Ordinary/Special Resolutions enumerated below by recording my

assent or dissent to the said resolutions in the following manner:

No. Item No. Type of Resolution

No. of Shares held by me

I assent to the resolution

I dissent from the resolution

1. Adoption of statement of Profit & Loss, Balance Sheet, report of Director’s and Auditor’s for the

financial year 31st March, 2017

Ordinary

2. To appoint a Director in place of

Ms. Pinki Gupta (DIN: 06365547), who retires by rotation and being

eligible offers himself for re-appointment.

Ordinary

3. To appoint statutory auditors in place of retiring auditors

Ordinary

4. To adopt new set of MoA as per

Companies Act, 2013

Special

5. To adopt new set of MoA as per

Companies Act, 2013

Special

6. Regularization of Additional

Director- Mr. Ivan Anil William D’souza

Ordinary

7. Regularization of Additional Director- Mrs. Rukiya Begum

Anwer Pasha

Ordinary

8. Regularization of Additional Director- Ms. Shivani Shukla

Ordinary

9. Approval of the limits for the loans and investment by the company in

terms of the provisions section 186 of the companies act, 2013

Special

Place:

Date: (Signature of the shareholder*)

S No Particulars Details 1.

Name of the first named Shareholder (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 Equity Shares



79

ROUTE MAP OF 34TH ANNUAL GENERAL MEETING

VENUE OF AGM

D-615, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri(W), Mumbai-400053

annual report 2016-17 - apalaya creations – just ... annual report 2016-2017 board of directors...

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