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APLAYA CREATIONS LIMITED
(FORMERLY EINS EDUTECH LIMITED)
ANNUAL REPORT 2015-2016
2
CONTENTS
S.No Particulars Page No.
1 Route Map 3
2 Corporate Information 4-5
2 Notice of Annual General Meeting 6-11
3 Director Report 12-37
4 Management Discussion and Analysis Report 38-40
5 Corporate Governance Report 41-47
6 CFO Certification 48
7 Certificate on Corporate Governance Report 49
8 Declaration of Compliance with Code of Conduct 50
9 Auditor Report on Financial Statement 51-57
10 Balance Sheet 58
11 Profit & Loss Account 59
12 Notes to Accounts 60-64
13 Cash Flow Statement 65
14 Significant Accounting Policies 66-70
15 Ballot Paper, Attendance Sheet & Proxy Form 71-73
Schedule of Annual General Meeting
33rd
Annual General Meeting
DATE 30TH
SEPTEMBER 2016
DAY FRIDAY
TIME 10:30 AM
PLACE D-615, CRYSTAL PLAZA, OPP. INFINITY MALL, NEW LINK
ROAD, ANDHERI(W), MUMBAI-400053
BOOK CLOSURE 24TH
SEPTEMBER 2016 TO 30TH
SEPTEMBER 2016
3
ROUTE MAP FOR VENUE OF 33RD ANNUAL GENERAL MEETING
VENUE OF AGM
D-615, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri(W), Mumbai-400053
4
33rd
Annual Report 2015-2016
BOARD OF DIRECTORS
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 Nitesh Chaudhary
(Chartered Accountants) (Practicing Company Secretary)
REGISTERED OFFICE: D-615, CRYSTAL PLAZA, OPP. INFINITY MALL, NEW LINK
ROAD, MUMBAI -400053
REGISTRAR AND TRANSFER AGENTS: M/S SKYLINE FINANCIAL SERVICES PVT. LTD.
D-153/A, OKHLA INDUSTRIAL AREA, PHASE-I
NEW DELHI-110020
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COMMITTEES OF BOARD OF DIRECTORS
AUDIT COMMITTEE
Mr. Sachin Somaiya
(Chairman & Independent Director)
Mr. Dipak Kumar Sharma
(Independent Director)
Mr. Pramod Kumar Gupta
(Director)
NOMINATION & REMUNERATION COMMITTEE
Mr. Sachin Somaiya
(Chairman & Independent Director)
Mr. Dipak Kumar Sharma
(Independent Director)
Mr. Ramawtar Gupta
(Director)
STAKEHOLDERS RELATIONSHIP COMMITTEE
Mr. Dipak Kumar Sharma
(Chairman & Independent Director)
Mr. Sachin Somaiya
(Independent Director)
Mr. Pramod Kumar Gupta
(Director)
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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 33rd
ANNUAL GENERAL MEETING
Notice is hereby given that 33rd
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 Friday 30th
Sept,2016 at 10:30am to transact the following
business:
ORDINARY BUSINESS
1. Item No. 1: To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st
March, 2016 and the Profit and Loss Account for the year ended on that date and Reports of Auditors
and Directors thereon.
2. Item No. 2: To appoint a Director in place of Mr. Pramod Kumar Gupta (DIN: 05300735), who retires
by rotation and being eligible offers himself for re-appointment.
3. Appointment of Auditors
Item No. 3: To ratify the appointment of auditors of the Company and to fix their remuneration and to
pass the following resolution as an Ordinary Resolution thereof:
“RESOLVED THAT, pursuant to Section 139, 142 and other applicable provisions of the Companies
Act, 2013 and the Rules made hereunder, pursuant to the recommendations of the audit committee of the
Board of Directors, and pursuant to the resolution passed by the members at the Postal Ballot held on 5th
February, 2015, the appointment of M/s. AGARWAL DESAI AND SHAH Chartered Accountants,
Mumbai (FRN - 124850W), as the auditors of the Company to hold office till the conclusion of the AGM
to be held in the calendar year 2017 be and is hereby ratified and that the Board of Directors be and is
hereby authorized to fix the remuneration payable to them for the financial year ending March 31, 2016 as
may be determined by the audit committee in consultation with the auditors, and that such remuneration
may be paid on a progressive billing basis as may be agreed upon between the auditors and the Board of
Directors”.
PLACE: Mumbai
DATE: 10.08.2016 By order of the Board
For APLAYA CREATIONS LIMITED
Sd/-
Ramawtar Gupta
Managing Director
(DIN: 06365578)
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NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO
APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF /
HERSELF, AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON
CAN ACT AS A PROXY ON BEHALF OF NOT EXCEEDING FIFTY (50) MEMBERS AND
HOLDING IN AGGREGATE NOT MORE THAN TEN (10) PERCENT OF THE TOTAL SHARE
CAPITAL OF THE COMPANY.
2. Corporate members intending to send their authorized representatives to attend the meeting are
requested to send a certified copy of the Board resolution to the Company, authorizing their representative
to attend and vote on their behalf at the meeting.
3. The instrument appointing the proxy, duly completed, must be deposited at the Company's registered
office not less than 48 hours before the commencement of the meeting. A proxy form for the AGM is
enclosed.
4. During the period beginning 24 hours before the time fixed for the commencement of the meeting and
ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any
time during the business hours of the Company, provided that not less than three days of notice in writing
is given to the Company.
5. Members / proxies / authorized representatives should bring the duly filled Attendance Slip enclosed
herewith to attend the meeting.
6. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under
Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM.
7. The Register of Contracts or Arrangements, in which the directors are interested, maintained under
Section 189 of the Companies Act, 2013, will be available for inspection by the members at the AGM.
8. Pursuant to 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 Saturday 24th
September, 2016 to Friday 30th
September, 2016 (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.
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The Annual Report 2015-16 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 2015-16 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
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.-
Nitesh Chaudhary, Practicing Company Secretary (Membership. No. 28511), Mumbai 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.
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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. Pramod Kumar Gupta
Date of Birth 18/07/1962
Date of Appointment 08/02/2013
Qualification B.Com
Expertise in Specific Functional
Area
Finance, Accounts and Taxation
Executive & Non-Executive Director Executive Director
Promoter Group Yes
Independent Director No
Chairman/Member of Committees
of the Boards of Which he is a
Director
Aplaya Creations Limited
1. Member of Audit Committee
2. Member of Remuneration Committee
Other Directorship 1. Westfield Apparels Pvt. Ltd.
2. Bhawani bhadra healthcare Pvt. Ltd.
4. PDA NEER marketing services Pvt. Ltd.
5. Zenith vincom Pvt. Ltd.
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 Tuesday 27th Sept., 2016 (9:00 am) and ends Thursday
on 29th Sept., 2016 (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 23rd Sept., 2016, 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.
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)] :
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(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 23rd Sept. 2016.
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. 23rd Sept.,2016,
may obtain the login ID and password by sending a request at [email protected] or
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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,
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. Mr. Nitesh Chaudhary, Practicing Company Secretary (Membership No. 28511) 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 and on the website of NSDL
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: 10.08.2016
By order of the Board
For APLAYA CREATIONS LIMITED
Sd/-
Ramawtar Gupta
Managing Director
(DIN: 06365578)
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DIRECTORS’ REPORT FOR THE FINANCIAL YEAR 2015-16 To, The Shareholders, The Directors have pleasure in presenting their 33rd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2016. FINANCIAL RESULTS The Financial Results are stated as under:
(Rs.) (Rs.)
PARTICULARS Year Ended Year Ended 31.03.2016 31.03.2015
Sales & Operating Income 21,42,52,544.00 11,85,35,238.00
Other Income - -
Total Expenditure with
Depreciation 212,943,786.72 11,44,69,094.08
Gross Income/ (Loss) before
Taxation 13,08,757.28 40,66,143.93
Provision for Taxation 3,73,052 12,63,667
Net Profit/(Loss) 9,35,705.28 28,02,476.93
STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK
During the year under review, your company has earned profit after tax of Rs. 935,705.28/- during the
current financial year as against Rs. 28,02,476.93/- earned during the previous financial year. Profit before
tax is Rs. 1,308,757.28/- as compared to Rs. 40, 66,143.93/- 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
The company changed its name from EINS EDUTECH LIMITED to APLAYA CREATIONS LIMITED
and also changed its Main Object activity from Education business to Readymade Garments & Trading of
Sarees.
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.
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CHANGES IN SHARE CAPITAL, IF ANY
The paid up Equity Share Capital as on 31st March 2016 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.
DEPOSITS
As on 31.03.2016, the company held no deposit in any form from anyone. There was no deposit held by
the company as on 31.03.2016, 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,
2016 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, your Directors have an
adequate risk management infrastructure in place capable of addressing those risks. The company
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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. The company’s management systems, organizational structures, processes, standards, code of conduct and behavior together form a complete and effective Risk Management System (RMS).
DIRECTORS
The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of
Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of
up to five consecutive years on the board of a company; and shall be eligible for re-appointment on
passing a special resolution by the shareholders of the Company.
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 7(Seven) 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
21/04/2015 5 5
28/05/2015 5 5
24/06/2015 5 5
12/08/2015 5 5
5/11/2015 5 5
7/01/2016 5 5
13/02/2016 5 5
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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,
2016, the Board consists of 5 members. Out of which one is the Managing Director, One is Executive
Director & CFO, two Independent Directors and one Woman Director is Chairman and Non-executive
Director on the Board of the Company.
The policy of the Company on directors' appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other matters provided
under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this
Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the
nomination and remuneration policy of the Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation program. To familiarize the new
inductees with the strategy, operations and functions of our Company, the executive directors / senior
managerial personnel make presentations to the inductees about the Company's strategy, operations,
product and service offerings, markets, software delivery, organization structure, finance, human
resources, technology, quality, facilities and risk management.
The Company has organized the following workshops for the benefit of Directors and Independent Directors: (a) a program on how to review, verify and study the financial reports; (b) a program on Corporate Governance; (c) provisions under the Companies Act, 2013; and (d) SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director. COMMITTEES OF THE BOARD
Currently, the Board has 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.
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.
16
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; or
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013
The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies
Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act
(to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards in the adoption of these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended March 31, 2016, the applicable
accounting standards have been followed.
2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.
3. The directors have taken proper and sufficient care towards the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of
17
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 Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Agarwal Desai And Shah, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
AUDITOR’S REPORT
The Auditors have not made any qualification to the financial statement. Their reports on relevant notes
on accounts are self explanatory and do not call for any comments under section 134 of the companies
Act, 2013.
SECRETARIAL AUDITOR
Mr. Nitesh Chaudhary, Practicing Company Secretaries was appointed to conduct the secretarial audit of
the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013
and Rules thereunder. The secretarial audit report for FY 2015-16 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 2015-16 which are as follows-
1. Delayed filing of forms with ROC during the audit period.
2. The securities of company were suspended as per BSE order number
L/DOSSPK/INV/COM/511064/1 dated August 24, 2015, suspension of trading in the securities
of the company w.e.f August 27, 2015 due to surveillance measure.
3. Non-compliance of Clause 41 & Clause 54 as per BSE Order dated August 24, 2015.
4. Company received one shareholder complaint.
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.
18
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 2015-16. 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 2015-16, 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
19
guidance through examples on the expected behavior from an employee in a given situation and the
reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of
fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in India, the Company is committed
to the high standards of Corporate Governance and stakeholder responsibility.
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
The securities of the Company were suspended as per the Bombay Stock Exchange Ltd. Order Number
L/DOSS/PK/INV/COM/511064/1 dated August 24, 2015, suspension of trading in the Securities of the Company
was w.e.f. August 27, 2015 due to Surveillance Measure.
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 secured debt of the company is Nil.
4. The Promoters holding is consists of 1,37,64,500 equity shares of Rs.1/- each amounting to 9.57%. 5. There was no un-paid dividend during the year.
20
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
For APLAYA CREATIONS LIMITED
Date-10.08.2016 Sd/- Sd/-
Place- Mumbai Ramawtar Gupta Pramod Kumar Gupta
(Managing Director) (Director)
DIN:-06365578 DIN:-05300735
21
ANNEXURE-I
MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2016 [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 (Formally Name) Eins Edutech 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, 2016 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, 2016 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’);
22
(a) The Securities and Exchange Board of India( Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(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 Listing Agreements entered into by the Company with Bombay Stock Exchange;
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, 2016 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. Delayed filings of some forms with the Registrar of Companies during the audit period. 2. During the audit period the securities of the Company were suspended as per the
Bombay Stock Exchange Ltd. Order Number L/DOSS/PK/INV/COM/511064/1 dated August 24, 2015, suspension of trading in the Securities of the Company was w.e.f. August 27, 2015 due to Surveillance Measure.
3. During the year company has non compliance in Clause 54 and Clause 41 as per the BSE Oder dated 24th August, 2015.
4. During the Audit period the Company has received one Shareholder complaint.
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.
23
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.
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 Nitesh Chaudhary Sd/- (Practicing Company Secretary) (NiteshChaudhary) ACS: 28511 CP: 16275 Place: Mumbai Date: 02August, 2016 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
24
“ANNEXURE A” To, The Member, M/s Aplaya Creations Limited (Formally EinsEdutech 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 Nitesh Chaudhary Sd/-
(Practicing Company Secretary)
(NiteshChaudhary) ACS: 28511 CP: 16275 Place: Mumbai Date: 02August, 2016
25
ANNEXURE-II
Form No. MGT-9 EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31st March, 2016
[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 (Formerly Eins Edutech 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 96.83%
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
26
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 01/04/2015)
No. of Shares held at the end of the year (as on 31/03/2016)
% 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
35788710
0 0
35788710
24.89
41022399
0 0
41022399
28.53
3.64
27
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
2050663
91885577
310500
0
2361163
91885577
1.64
63.90
1079112
87302909
160500
0
1239612
87302909
0.86
60.71
-0.78
-3.19
c) Others
(i) Non-Resident Indians
(ii) NBFC
50 0
0 0
50 0
0 0
50 470530
0 0
50 470530
0 0.33
0 0.33
Sub-total(B)(2) 129725000 310500 130035500 90.43 129875000 160500 130035500 90.43 0
Total Public Shareholding (B)=(B)(1)+ (B)(2) 129725000 310500 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) 143489500
310500
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 01/04/2015)
Shareholding at the end of the year
(as on 31/03/2016)
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 01/04/2015)
Date
Increase/
Decrease
in share-
holding
Reason
Cumulative
Shareholding during
the year (01-04-15 to 31-
03-16)
No. of
shares
% of total
shares of
the
company
No. of
shares
% of
total
shares of
the
company
1 Not Applicable
28
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 01/04/2015)
Date
Increase/ Decrease in share-holding
Reason
Cumulative Shareholding during the year (01-04-15 to 31-03-
16)
No. of shares at the beginning (01-04-2015) till end of the year (31-03-2016)
% of total shares of the company
No. of shares
% of total shares of the company
1
Suresh Kumar Garg
4268000 2.97 01.04.2015
10.04.2015 160000 Sale 4108000 2.86
12.06.2015 80000 Sale 4028000 2.80
4028000 2.80 31.03.2016 4028000 2.80
2 Jagdish Chandra Malhotra
4176000 2.90 01.04.2015
17.04.2015 55000 Sale 4121000 2.87
24.04.2015 23500 Sale 4097500 2.85
08.05.2015 23000 Sale 4074500 2.83
15.05.2015 96500 Sale 3978000 2.77
10.07.2015 109000 Sale 3869000 2.69
17.07.2015 52500 Sale 3816500 2.65
07.08.2015 23000 Sale 3793500 2.64
14.08.2015 89000 Sale 3704500 2.58
28.08.2015 50000 Sale 3654500 2.54
3654500 2.54 31.03.2016 3654500 2.54
3 Rajesh Kumar Jain 2470000 1.72 01.04.2015
15.05.2015 20000 Sale 2450000 1.70
22.05.2015 60000 Sale 2390000 1.66
2390000 1.66 31.03.2016 2390000 1.66
4 Veena Jain 2375000 1.65 01.04.2015
0 No Movement
29
2375000 1.65 31.03.2016 2375000 1.65
5 Overall Logistics Pvt. Ltd.
1744955 1.21 01.04.2015
10.04.2015 143000 Purchase 1887955 1.31
17.04.2015 60990 Purchase 1948945 1.36
24.04.2015 112900 Purchase 2061845 1.43
01.05.2015 43000 Purchase 2104845 1.46
08.05.2015 24050 Purchase 2128895 1.48
15.05.2015 17500 Purchase 2146395 1.49
22.05.2015 137500 Purchase 2283895 1.59
29.05.2015 93900 Purchase 2377795 1.65
05.06.2015 50000 Purchase 2427795 1.69
12.06.2015 125000 Purchase 2552795 1.78
19.06.2015 134500 Purchase 2687295 1.87
26.06.2015 55500 Purchase 2742795 1.91
30.06.2015 15000 Purchase 2757795 1.92
10.07.2015 44000 Purchase 2801795 1.95
2801795 1.95 31.03.2016
2801795 1.95
6 Surabhi Dealmark Private Limited
2081550 1.45 01.04.2015
10.04.2015 195441 Purchase 2276991 1.58
17.04.2015 119175 Purchase 2396166 1.67
24.04.2015 163432 Purchase 2559598 1.78
01.05.2015 23000 Purchase 2582598 1.80
08.05.2015 186350 Purchase 2768948 1.93
15.05.2015 100500 Purchase 2869448 2.00
22.05.2015 65000 Purchase 2934448 2.04
29.05.2015 8000 Purchase 2942448 2.05
2942448 2.05 31.03.2016 2942448 2.05
7 Vindyavasini Agency Pvt. Ltd
2002693 1.39 01.04.2015
10.04.2015 62999 Purchase 2065692 1.44
17.04.2015 11250 Purchase 2076942 1.44
24.04.2015 195241 Purchase 2272183 1.58
01.05.2015 25300 Purchase 2297483 1.60
15.05.2015 204519 Purchase 2502002 1.74
30
22.05.2015 72000 Purchase 2574002 1.79
29.05.2015 58500 Purchase 2632502 1.83
05.06.2015 15000 Purchase 2647502 1.84
26.06.2015 15000 Purchase 2662502 1.85
10.07.2015 20000 Purchase 2682502 1.87
29.01.2016 15000 Purchase 2697502 1.88
2697502 1.88 31.03.2016 2697502 1.88
8 Pravin Kumar Agarwal 611960 0.43 01.04.2015
10.04.2015 318215 Purchase 930715 0.65
01.05.2015 115900 Purchase 1046075 0.73
08.05.2015 103450 Purchase 1149525 0.80
26.06.2015 250000 Purchase 1399525 0.97
10.07.2015 1123713 Purchase 2523238 1.75
24.07.2015 99512 Purchase 2622750 1.82
31.07.2015 144500 Purchase 2767250 1.92
2767250 1.92 31.03.2016 2767250 1.92
9. Rabikanta Shribastab 575000 0.40 01.04.2015
12.06.2015 234640 Purchase 809640 0.56
19.06.2015 32000 Purchase 841640 0.59
26.06.2015 250000 Purchase 1091640 0.76
10.07.2015 1120895 Purchase 2212535 1.54
17.07.2015 25000 Purchase 2237535 1.56
31.07.2015 47000 Purchase 2284535 1.59
07.08.2015 20000 Purchase 2304535 1.60
2304535 1.60 31.03.2016 2304535 1.60
10 Kuber Dealcom Private Limited
0 0 01.04.2015
19.06.2015 2196783 Purchase 2196783 1.53
19.02.2016 481 Purchase 2197264 1.53
2197264 1.53 31.03.2016 2197264 1.53
31
v. Shareholding of Directors and Key Managerial Personnel:
Sr. no
Name
Shareholding at the beginning of the year (as
on 01/04/2015)
Date
Increase/ Decrease in share-holding
Reason
Cumulative Shareholding during the year (01-04-15 to 31-
03-16)
No. of shares
% of total shares of the company
No. of shares % of total shares of the company
A.
Directors
NIL
B.
Key Managerial
Personnel(KMP's)
NIL
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
32
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
33
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
3,55,000
Nil
Nil
Nil
Nil
Nil
3,55,000
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 3,55,000 Nil 3,55,000
34
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:
Type Section of
the
companies
Act
Brief
description
Details of Penalty/
Punishment/ Compounding
fees imposed
Authority[RD
/NCLT/Court]
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
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
C. Other Officers In Default
Penalty Nil Nil Nil Nil Nil
Punishment Nil Nil Nil Nil Nil
Compounding Nil Nil Nil Nil Nil
For and on behalf of the Board
For APLAYA CREATIONS LIMITED
Sd/- Sd/-
Ramawtar Gupta Pramod Kumar Gupta
(Managing Director) (Director)
DIN:-06365578 DIN:-05300735
Date- 10.08.2016
Place- Mumbai
35
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 o tra ts or arra ge e ts or tra sa tio s ot at ar ’s le gth asis: Nil
2. Details of material contracts or arrangement or tra sa tio s at ar ’s le gth asis:
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: 10.08.2016 On Behalf of the Board of Director
Place: Mumbai For Aplaya Creations Limited
Sd/-
Ramawtar Gupta
(Managing Director)
(DIN: 06365578)
36
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 2015-16
Sr. no Name and designation of the
Director/KMP
Remuneration for FY-15-16
(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
3.55
-
*Independent Directors are paid only sitting fees, the details of which are given in Corporate
Governance Report.
37
2. The Percentage increase in remuneration of each director, CFO, CEO, CS or manager if any in the
financial year 2015-16 compared to 2014-15.
Sr. No
Name of Director/KMP
Remuneration for the FY 2014-15 (Amount in Rs. In Lakhs)
Remuneration for the FY 2015-16 (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** 4.32
3.55
17.82%
* Independent Directors are paid only sitting fees, the details of which are given in Corporate
Governance report.
** Company secretary CS Shweta Agarwal was appointed before the beginning of the financial year
and resigned on 07th Jan 2016 and position was held by CS Arunangshu Bhattacharjee on same date
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 2016 is 10
(Ten).
For and on behalf of the Board
For APLAYA CREATIONS LIMITED
Date-10.08.2016 Sd/- Sd/-
Place- Mumbai Ramawtar Gupta Pramod Kumar Gupta
(Managing Director) (Director)
DIN:-06365578 DIN:-05300735
38
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. In some countries, authorities have been able to assuage investors, although that may only be a temporary respite, the IMF said. India’s central bank’s boosted rates to contain inflation and allowed the rupee to depreciate to spur exports. If lawmakers don’t deliver on promised changes to make the economy more competitive, however, investor confidence there may sour again. The International Monetary Fund trimmed its outlook for global economic growth, as anemic output in Europe and Japan hobble the recovery and emerging markets struggle with rising borrowing costs. The fund forecast that the world economy will expand 5.2% this year. That marked a slight downgrade from its 4.2% estimate in January, but would be stronger than last year’s 3% expansion. It comes amid a darker outlook for key emerging markets such as Russia, Brazil and South Africa, despite healthier recoveries in the U.S., Germany and the U.K. INDIAN INDUSTRIAL OVERVIEW
The weakening of the rupee has also boosted garment-manufacturing companies. Interestingly, the recovery in the US and European markets will continue to help garment-manufacturing companies. But it is companies who are into production of raw materials, especially yarn besides production and export of garments which have recorded a higher growth in revenues.. A large number of textiles exporters are facing a huge financial crunch due to substantial delay in getting duty drawback since the last five months from all the major ports. Drawback claims remain pending since September 2013 despite persistent follow up efforts made by the exporters, thereby, adversely affecting cash flows. OPPORTUNITIES, 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.
39
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. The internal audit
report reviewed by the Management together with the Audit Committee of the Board. The Company has
a strong Management Information System as a part of Control Mechanism. In an interdependent, fast-
moving world, organizations are increasingly confronted by risks that are complex in nature and global
in consequence. Such risks can be difficult to anticipate and 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. The company has framed a compliance policy to effectively
monitor and supervise the compliance functions in accordance with statutory requirements.
FINANCIAL PERFORMANCE : During the year under review, your company has earned profit after tax of Rs. 9,35,705.28/- during the current financial year as against Rs. 28,02,476.93/- earned during the previous financial year. Profit before tax is Rs. 1,308,757.28/- as compared to Rs. 40, 66,143.93/- 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.
40
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 Ramawtar Gupta
DATE: 10/08/2016 Managing Director (DIN : 06365578)
41
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.
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
3. MEETINGS AND ATTENDANCE DURING THE YEAR
Attendance of Directors at the Meeting of Board of Directors for the Financial Year 2015-2016.
The Company has conducted 7 Board Meetings during the year on 21st April, 2015, 28th May 2015, 24th June 2015, 12th August 2015, 05th November 2015, 07th January 2016, 13th February 2016.
The Details of Board of Directors Meeting Held during the Financial Year 2015– 2016:
Sr. Date of Board Board No. Of. Directors No. Meetings Strength Present At Board
Meetings
1 21-04-2015 5 5 2 28-05-2015 5 5 3 24-06-2015 5 5
4 12-08-2015 5 5
5 05-11-2015 5 5 6 07-01-2016 5 5
7 13-02-2016 5 5
42
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 2015-16 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 2015-16 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. 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
43
MEETINGS AND ATTENDANCE During the financial year ended 31st March, 2016, 4(Four) Audit Committee Meetings were held during the year i.e. 28/05/2015, 12/08/2015, 05/11/2015 and 13/02/2016. 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. Sachin Somaiya Chairman Independent Director
Mr. Dipak Kumar Sharma Member Independent Director
Mr.Ramawtar Gupta Member Managing 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; 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. Dipak Kumar Sharma Chairman Independent Director
Mr. Sachin Somaiya Member Independent Director
Mr. Pramod Kumar Gupta Member Director
44
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
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
2012-2013 31/08/2013 2 P.M. At Regd. Office, Mumbai
Whether Special Resolutions were put through postal ballot last year: YES 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 )
GENERAL SHAREHOLDER INFORMATION
(a) AGM date, time and venue:
Annual General Meeting will be held on Wednesday, the 30th September, 2016 at 10:30 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: 24th September, 2016 to 30th September, 2016 (Both days Inclusive)
(c) Financial Year: 1st April to 31st March.
45
(d) Tentative Calendar for financial year 1st April, 2016 to 31st March , 2017:
The tentative dates of meeting of Board of Directors for consideration of quarterly financial results for the financial year ending 31st March, 2017 are as follows:
Financial Year Reporting for Proposed Date
Un-audited Financial Results for quarter ended 30.06.2016 Last week of August, 2016
Un-audited Financial Results for quarter ended 30.09.2016 Last week of October, 2016
Un-audited Financial Results for quarter ended 31.12.2016 Last week of January, 2017
Un-audited Financial Results for quarter ended 31.03.2017 Last week of April, 2017
(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]
(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
46
(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, 2016:
1) Market Price Data : Period: 01-Apr-2015 to 31-Mar-2016
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
Jan-15 402 455.1 399 454.2 710079 2259 301525961 710079 100 56.1 52.2
Feb-15 453.5 473.5 430.4 469 826859 2923 380658050 826859 100 43.1 15.5
Mar-15 470.5 490 45 48.3 7916409 4981 468718962 7916409 100 445 -422.2
Apr-15 49.1 50.7 42.1 43.5 2945809 2363 138990654 2945809 100 8.6 -5.6
May-15 43.2 44.2 41 43.3 2883448 1431 124587987 2883448 100 3.2 0.1
Jun-15 43.1 44.2 41.1 43.35 2531712 514 109269650 2531712 100 3.1 0.25
Jul-15 43.1 43.9 41.25 43.3 1490084 357 64445089 1490084 100 2.65 0.2
Aug-15 43.25 45.45 39.2 39.2 1005302 336 42565382 1005302 100 6.25 -4.05
Jun-16 39.95 39.95 39 39.2 55800 57 2187207 55800 100 0.95 -0.75
Jul-16 38.95 39.25 38.45 38.95 472970 346 18385694 472970 100 0.8 0
Aug-16 38.95 39 36.5 36.75 316302 558 11736384 316302 100 2.5 -2.2
Sep-16 36.9 36.95 36.2 36.25 92775 39 3368310 92775 100 0.75 -0.65
No data is available for period of September 2015 to July 2016 due to suspension of trading of company.
(2) Shareholding Pattern as on 31st March, 2016:
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 4,10,22,399 28.53%
General Public 8,85,42,521 61.57%
NRIs / OCBs 50 0%
TOTAL 14,38,00,000 100.00
47
(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. 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/-
PLACE: MUMBAI Ramawtar Gupta
DATE : 10/08/2016 Managing Director (DIN : 06365578)
48
CFO CERTIFICATE I, Pramod Kumar Gupta, Chief Finance Officer of Aplaya Creations Limited to the best of my knowledge
and belief certify that:
1. I have reviewed the balance sheet and profit and loss account, and all its schedules and notes to
accounts, as well as the cash flow statement.
2. Based on my knowledge, information and belief, these statements do not contain any untrue
statement of a material fact or omit to state a material fact that might be misleading with respect to the statements made.
3. Based on my knowledge, information and belief, the financial statements and other financial
information included in this report present a true and fair view of the company’s affairs for the period presented in this report and are in compliance with the existing accounting standards, applicable laws and regulations.
4. To the best of my knowledge, information and belief, no transactions entered into by the
company during the year are fraudulent, illegal or violative of the Company’s Code of Conduct.
5. I am responsible for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting.
6. I have disclosed, based on my most recent evaluation, wherever applicable, to the
Company’s Auditors and the Audit Committee of the Company’s Board of Directors all significant deficiencies in the design or operation of internal controls, if any, of which they are aware and the steps taken or proposed to be to rectify the deficiencies;
I have indicated to the Auditors and the Audit Committee:
a) Significant changes in the Company’s internal control over the financial reporting during
the year;
b) All significant changes in accounting policies during the year, if any, and that the same
have been disclosed in the notes to the financial statements;
c) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the Company’s internal control system over financial reporting.
FOR AND ON BEHALF OF THE BOARD, APLAYA CREATIONS LIMITED
Sd/-
PLACE: MUMBAI Pramod Kumar Gupta DATE: 10.08.2016 Chief Financial Officer
49
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, 2016, 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: 10.08.2016
50
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, 2016.
FOR AND ON BEHALF OF THE BOARD, APLAYA CREATIONS LIMITED Sd/-
PLACE: MUMBAI Ramawtar Gupta
DATE : 10/08/2016 Managing Director (DIN : 06365578)
51
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, 2016, the Statement of Profit and Loss for the year ended March 31, 2016, 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
52
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, 2016, and its profit/ loss
a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;
b) in the case of the Statement of Profit and Loss, of the profit for the year ended March 31, 2016.
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, 2016, and
taken on record by the Board of Directors, none of the directors is disqualified as on March 31,
2016, 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: 30.05.2016 Place: Mumbai Sd/-
RISHI SEKHRI PARTER
MEMBERSHIP NO. 126656
53
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 2016)
(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.
54
(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.
(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, 2016 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
55
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 o the Act where applicable and details of such transactions have been disclosed in the
financial statements as required by the applicable accounting standards.
(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.
For AGARWAL DESAI AND SHAH CHARTERED ACCOUNTANTS
FRN: 124850W
Date: 30.05.2016 Place: Mumbai Sd/-
RISHI SEKHRI PARTER
MEMBERSHIP NO. 126656
56
“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, 2016 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
57
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
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, 2016, 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).
For AGARWAL DESAI AND SHAH CHARTERED ACCOUNTANTS
FRN: 124850W
Date: 30.05.2016 Place: Mumbai Sd/-
RISHI SEKHRI PARTER
MEMBERSHIP NO. 126656
Note No As at 31st March 2016 As at 31st March 2015
I. EQUITY AND LIABILITIES
(1) Shareholder's Funds
(a) Share Capital 1 143,800,000.00 143,800,000.00
(b) Reserves and Surplus 2 81,750,156.91 80,814,451.63
(3) Non Current Liabilities
Deferred Tax Liability - 9,145.00
(4) Current Liabilities
(a) Trade payables 3 18,612,650.00 40,013,857.00
(b) Other current liabilities 4 172,368.60 350,719.40
(c) Short-term provisions 5 737,455.00 2,541,202.00
Total 245,072,630.51 267,529,375.03
II. ASSETS
(1) Non-current assets
(a) Fixed Assets (Tangible Assets) 6 302,439.00 527,111.00
(b) Non-Current Investments 7 - -
(c) Long Term Loans and Advances 8 12,925,000.00 76,125,000.00
(d) Deferred Tax Assets 22,284.00 -
(2) Current assets
(a) Current Investments 9 25,000,600.00 29,850,600.00
(b) Inventories 10 6,276,500.00 5,572,600.00
(c) Trade receivables 11 120,806,850.00 53,193,087.00
(d) Cash and cash equivalents 12 2,421,984.51 233,098.02
(e) Short-term loans and advances 13 77,316,973.00 102,027,879.01
Total 245,072,630.51 267,529,375
Significant Accounting Policies and other Notes on
Financial Statements 23 - -
For AGARWAL DESAI & SHAH
CHARTERED ACCOUNTANTS
Firm's Regn. No. 124850W Sd/-
Pramod Kumar Gupta
(RISHI SEKHRI) Director & CFO
M. No. 126656
Sd/-
Ramawtar Gupta
Managing Director
Place: Mumbai
PARTNER
Date: 30.05.2016
APLAYA CREATIONS LIMITED (FORMERLY EINS EDUTECH LIMITED)
BALANCE SHEET AS AT 31ST MARCH, 2016
AmountParticulars
IN TERMS OF OUR REPORT OF EVEN DATE ATTACHED HEREWITH.
CIN NO. L17122MH1996PLC100018
DIN:06365578
DIN:05300735
58
Note NoFor the year ended
31.03.2016
For the year ended
31.03.2015
I. Revenue from operations 14 214,252,544.00 118,535,238
II. Other Income - -
III. Total Revenue (I +II) 214,252,544.00 118,535,238
IV. Expenses:
Purchase of Stock-in-Trade 15 209,246,100.00 117,405,500.00 (Increase)/Decrease of Stock-in-Trade 16 (703,900.00) (5,572,600.00)
Employee benefit expense 17 1,877,068.00 1,161,875.00
Financial Cost (Interest) 18 234,149.00 5,740.00
Depreciation and amortization expense 19 224,672.00 59,866.00
Other expenses 20 2,065,697.72 1,408,713
Total Expenses 212,943,786.72 114,469,094.08
V.Profit before exceptional and extraordinary items and tax (III - IV)
1,308,757.28 4,066,143.93
VI. Exceptional Items 21 - -
VII. Profit before extraordinary items and tax (V - VI) 1,308,757.28 4,066,143.93
VIII. Extraordinary Items - -
IX. Profit before tax (VII - VIII) 1,308,757.28 4,066,143.93
X. Tax expense:
Current tax 22 404,481.00 1,256,438.00
Deferred Tax (31,429.00) 7,229.00
Income Tax for earlier year - -
XI. Profit(Loss) for the period from continuing operations (IX - X) 935,705.28 2,802,476.93
XII. Profit/(Loss) from discontinuing operations - -
XIII. Tax expenses of discontinuing operations - -
XIV. Profit/(Loss) from Discontinuing operations after tax (XII - XIII) - -
XV. Profit/(Loss) for the period (XI + XIV) 935,705.28 2,802,476.93
XVI. Earning per equity share: 23.II.3C
(1) Basic 0.01 0.02
(2) Diluted 0.01 0.02
23
Sd/- Sd/-
Ramawtar Gupta Pramod Kumar Gupta
Managing Director Director & CFO
(RISHI SEKHRI)
PARTNER
M. No. 126656
Place: Mumbai
APLAYA CREATIONS LIMITED (FORMERLY EINS EDUTECH LIMITED)
STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2016
CIN NO. L17122MH1996PLC100018
Significant Accounting Policies and other Notes on Financial Statements
DIN:06365578 DIN:05300735
Date: 30.05.2016
Amount
Particulars
IN TERMS OF OUR REPORT OF EVEN DATE ATTACHED HEREWITH.
For AGARWAL DESAI & SHAH
Firm's Regn. No. 124850W
CHARTERED ACCOUNTANTS
59
Particulars
Number Amount Number Amount
Note No. 1 : Share Capital
1(i) Authorised
Equity Shares of Re. 1/- each (Previous Year Rs. 1/-)
Outstanding at the beginning of the year 150,000,000 150,000,000.00 150,000,000 150,000,000.00
Add: during the year - - - -
At the end of the year 150,000,000 150,000,000.00 150,000,000 150,000,000.00
1(ii) Issued, Subscribed & Paid Up
Equity Shares of Re. 1/- each fully paid up in cash
(Previous Year Rs. 1/-)
Outstanding at the beginning of the year 143,800,000 143,800,000.00 143,800,000 143,800,000.00
Add: Issued, Subscribed & Paid up during the year - - - -
Less: Bought back during the year - - - -
Outstanding at the end of the year 143,800,000 143,800,000.00 143,800,000 143,800,000.00
Name of Share Holders No. of Shares % of Holdings No. of Shares % of Holdings
Westfield Apparels Pvt Ltd 13,764,500 9.57 13,764,500 9.57
1(iv)Note: The company has one class of equity shares having a per value of Re.1/- per share (Previous Year Rs. 1/-. Each Shareholder is
eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the
company after distribution of all preferential amounts, in proportion to their shareholding and are subject to the Preferential Shares (if Issued).
Note No. 2 : Reserve & Surplus
2.1 Securities Premium Reserve
At the beginning of the year 72,800,000.00 72,800,000.00
Add : during the year - -
Balance at the end of the year 72,800,000.00 72,800,000.00
2.2 Surplus
At the beginning of the year 8,014,451.63 5,211,974.70
Addition (Surplus of the year) 935,705.28 2,802,476.93
Less : Transfer to/from reserves
Balance at the end of the year 8,950,156.91 8,014,451.63
Total (2.1 + 2.2) 81,750,156.91 80,814,451.63
Note No. 3 : Trade Payables
Sundry Creditors 18,612,650.00 40,013,857.00
18,612,650.00 40,013,857.00
Note No. 4 : Other Current Liabilities
Payable to Statutory Authority - 28,090.00
Provision for expenses 172,368.60 322,629.40
Advances Received - -
172,368.60 350,719.40
Note No. 5: Short-term provisions
Provision for Taxation 737,455.00 2,541,202.00
737,455.00 2,541,202.00
1(iii) Equity Shares in the Company held by each shareholders holding more than 5% of total shares in the share capital of the
Company
APLAYA CREATIONS LIMITED (FORMERLY EINS EDUTECH LIMITED)
NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST
MARCH, 2016 AND STATEMENT OF PROFIT & LOSS FOR THE YEARENDED ON THAT DATE.
As at 31st March 2016 As at 31st March 2015
60
Note:6 : Fixed Assets (Tangible Assets)
Balance as
on
31.03.2015
Additio
n/
Deletio
n
Balance as on
31.03.2016
Balance as
on
31.03.2015
During the
year
Balance as on
31.03.2016
OFFICE EQUIPMENT
HTC MOBILE 2013-14 1 5 4 8,000 - 8,000 3,294 400 0 4,706 1,700 6,406 1,594
SAMSUNG MOBILE 2013-14 1 5 4 13,000 - 13,000 5,666 650 0 7,334 2,764 10,098 2,902
Printer 2013-14 1 5 4 15,900 - 15,900 4,705 795 0 11,195 2,324 13,519 2,381
Air Conditioner 2014-15 0 5 5 120,225 - 120,225 108,200 - 0 12,025 48,768 60,793 59,432
Water Filter 2014-15 0 5 5 8,277 - 8,277 7,705 - 0 572 3,472 4,044 4,233
2 COMPUTER & ASSESORIES 2014-15 0 3 3 187,640 - 187,640 168,301 - 0 19,339 106,300 125,639 62,001
3 FURNITURE & FIXTURE 2014-15 0 10 10 243,672 - 243,672 229,240 - 0 14,432 59,344 73,776 169,896
596,714 - 596,714 527,111 1,845 69,603 224,672 294,275 302,439
No of
years
used as
on
31/03/2
015
Useful
life
as per
Compani
es
Act 2013
Remain
ing
Useful
life
as on
31/03/
2015
1
Year of
Acquisition
of assets
ParticularsSr.
No.
APLAYA CREATIONS LIMITED
(FORMERLY EINS EDUTECH LIMITED)
NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2016
AND STATEMENT OF PROFIT & LOSS FOR THE YEARENDED ON THAT DATE.
DEPRECIATION ON FIXED ASSETS AS PER COMPANIES ACT'2013
Gross Block
Net Carrying
Amount as on
31/03/2016
Amoun
t to be
charge
d from
Openin
g
retain
earnin
Residual
Value
5% of
cost
Net Carrying
Amount as on
31/03/2015
Depreciation
61
Value at the
beginning
Addition/
(Deductio
n)
during
the
year
Value at the
end
Value at
the
beginning
Addition/
(Deduction)
during the
year
Value at the
end
WDV as on
31.03.2016
WDV as on
31.03.2015
1 HTC MOBILE 15 8,000 - 8,000 2,654 802 3,456 4,544 5,346
2 SAMSUNG MOBILE 15 13,000 - 13,000 4,312 1,303 5,615 7,385 8,688
3 PRINTER 60 15,900 - 15,900 14,119 1,069 15,188 712 1,781
4 WATER FILTER 15 8,277 - 8,277 621 1,148 1,769 6,508 7,656
5 AIR CONDITIONER 15 120,225 - 120,225 9,017 16,681 25,698 94,527 111,208
6 COMPUTER & ASSESORIES 60 187,640 - 187,640 56,292 78,809 135,101 52,539 131,348
7 FURNITURE & FIXTURE 10 243,672 - 243,672 12,184 23,149 35,333 208,339 231,488
TOTAL 596,714 - 596,714 99,199 122,961 222,160 374,554 497,515
CALCULTAION OF DEFFERRED TAX ASSEST/(LIABILITY)
224,672
Dep as per IT Act' 1956 122,961 Opening Deferred Tax Asset/(Liability) (9,145)
Difference 101,711
Closing Defferred Tax Assest/(Liability) 22,284
Deferred tax Asset @30.9% 31,429
DEPRECIATION ON FIXED ASSETS AS PER INCOME TAX ACT,1961
Sr.
NoParticulars
Gross Block Depreciaton
Dep as per Companies Act' 2013
Net Block
Rate
62
Particulars
Note No. 7: Non Current Investments: 0.00 0.00
- -
Note No. 8 : Long Term Loans & Advances
(Unsecured, considered good)
(i)Security Deposits 125,000.00 125,000.00
(ii)Loans (including interest) 12,800,000.00 76,000,000.00
12,925,000.00 76,125,000.00
Note No. 9: Current Investments 25,000,600.00 29,850,600.00
25,000,600.00 29,850,600.00
Note No. 10 : Inventories (Stock in Trade)
Inventories 6,276,500.00 5,572,600.00
6,276,500.00 5,572,600.00
Note No. 11 : Trade receivables
(Unsecured, considered good)
Debts Exceeding Six Months 823,250.00 2,258,487.00
Other Debts 119,983,600.00 50,934,600.00
120,806,850.00 53,193,087.00
Note No. 12 : Cash and cash equivalents
Balance with Schedule Banks (in Current A/c) 639,662.51 212,849.02
Cash in Hand (As Certified By The Management ) 1,782,322.00 20,249.00
2,421,984.51 233,098.02
Note No. 13 : Short-term loans and advances
(Unsecured, Considered Good)
(i) Loans (including interest) (i) 76,485,324.00 100,485,275.01
(ii)Advances (Advance recoverable in cash
or in kind or for value to be received )
Tax Deducted at sources 547,604.00 893,939.00
Advance Income Tax paid 284,045.00 648,665.00
Sub Total (ii) 831,649.00 1,542,604.00
Total ( i + ii ) 77,316,973.00 102,027,879.01
APLAYA CREATIONS LIMITED (FORMERLY EINS EDUTECH LIMITED)
NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH,
2016 AND STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON THAT DATE.
As at 31st March 2016
Amount
CIN NO. L17122MH1996PLC100018
As at 31st March 2016 As at 31st March 2015
As at 31st March 2015
Amount Particulars
63
Note No.14 : Revenue from Operation
(a) Sale of Products
Sarees 207,453,700.00 114,129,600.00
207,453,700.00 114,129,600.00
(b) Interest Income 6,798,844.00 3,307,402.01
(c) Income from Commodity Market - 1,098,236.00
214,252,544.00 118,535,238.01
Note No.15 : Purchase of Stock-in-Trade
Sarees 209,246,100.00 117,405,500.00
209,246,100.00 117,405,500.00
Note No.16 : Increase/(Decrease)
In Stock-in-Trade
Opening Stock (5,572,600.00) -
Less : Closing Stock 6,276,500.00 5,572,600.00
(703,900.00) (5,572,600.00)
Note No.17: Employee benefit expense
Salary & Allowances 1,877,068.00 1,161,875.00
1,877,068.00 1,161,875.00
Note No.18 : Financial Cost
Other Borrowing Costs - -
Interest On Taxes 234,149.00 5,740.00
234,149.00 5,740.00
Note No.19 : Depreciation and Amortization Expenses
Depreciation 224,672.00 59,866.00
224,672.00 59,866.00
Note No.20 : Other expenses
Advertisement Expenses. 53,770.00 58,561.00
Audit Fees - 28,090.00
Bank Charges 4,966.50 337.08
Director's Remuneration 360,000.00 360,000.00
Electricity Expenses 48,965.00 43,325.00
Filing Fees - 57,400.00
Legal Charges - 74,407.00
Listing And Depository Expenses 409,996.00 227,867.00
Miscellaneous Expenses 25,431.00 63,155.00
Office Expenses 464,216.52 42,675.00
Printing & Stationery 23,275.00 18,725.00
Professional Fees 76,410.00 88,612.00
Rent 562,000.00 328,100.00
Round Off 1.70 -
Telephone Expenses 36,666.00 17,459.00
2,065,697.72 1,408,713.08
Note No.21 : Exceptional Items
Merger Expenses - -
Expenses related to Preferential Allotment - -
- -
Note No.22 : Current Tax
Tax On Income 404,481.00 1,256,438.00
Add/(Less): Mat Receivable - -
404,481.00 1,256,438.00
For the year ended 31st March 2016 For the year ended 31st March 2015
APLAYA CREATIONS LIMITED
(FORMERLY EINS EDUTECH LIMITED)
AND STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON THAT DATE
NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2016
Amount Amount
Particulars
CIN NO. L17122MH1996PLC100018
64
Previous Reporting Period
A. Cash Flows from Operating Activities 2015
Net profit before taxation and after extraodinary items 1,308,757 4,066,144
Adjustments for
Interest Income 0 0
Dividend Income 0 0
Depreciation 224672 59866
Total 224,672 59,866
Opetrating profit before working capital changes 1,533,429 4,126,010
Adjustment for capital changes
Inventories (703,900.00) (5,572,600.00)
[Increase]/Decrease in trade receivables -67,613,763 (50,934,600.00)
[Increase]/Decrease in short term advances 24710906 (100,792,044.00)
[Increase]/Decrease in long term advances 63,200,000 132,350,000.00
[Increase]/Decrease in other current assets - -
[Increase]/Decrease in trade payables 21,401,207 40,013,857.00
[Increase]/Decrease in other current Liabilities 178,351 (422,672.00) Total 41,172,801 14,641,941.00
Cash generated from operations 42,706,230 18,767,951
Income Tax paid for the Year 1803747 -35,970
Extraordinary Items 0 1,803,747 0
Net cash from operating activities 44,509,977 18,731,981
B. Cash flows from Investmenting activities:
Decrease / (Increase) in Fixed Assets 224,672 -559814
Proceeds from sale of Non Current Investments 0 6000000
Purchase of Non-Current investments 0 -24050600
Interest received 0 0
Dividend Received 0 0
Net cash from Investmenting activities 224,672 -18,610,414
C. Cash flows from financing activities:
Proceeds from Issue of Preference Share Capital 0 0
Net cash used in financing activities: 0 0
Net increase/(-) decrease in cash and cash equivalents 44,734,649 121,567
Cash and cash equivalents at the beginning of the period 233,098 111,531
Cash and cash equivalents at the close of the period 44,967,747 233,098
1 All figures in brackets are outflow.
2 Previous year's figures have been regrouped wherever neccessary
Sd/-
Place : MUMBAI (RISHI SEKHRI) Sd/-
Date: 30.05.2016 M. No. 126656
APLAYA CREATIONS LIMITED
(FORMERLY EINS EDUTECH LIMITED)
CIN NO. L17122MH1996PLC100018
Cash Flow Statement for the year ended March 31, 2016
Particulars
INRFigures for the
Current Reporting PeriodMär.31
2016
IN TERMS OF OUR REPORT OF EVEN DATE ATTACHED HEREWITH.
For AGARWAL DESAI & SHAH
CHARTERED ACCOUNTANTS
Firm's Regn. No. 124850W Pramod Kumar Gupta
CFO & Director
Ramawtar Gupta
DIN:05300735
DIN:06365578
PARTNER
Director
65
66
APLAYA CREATIONS LIMITED (FORMERLY KNOWN AS EINS EDUTECH LIMITED)
(CIN- L17122MH1996PLC100018)
NOTE NO. 23: Significant Accounting Policies and other Notes on Financial Statements (Annexed to and forming part of the Balance Sheet as at 31st March, 2016 and the annexed Statement of Profit
& Loss for the year ended on that date.)
I. SIGNIFICANT ACCOUNTING POLICIES:
a) Principle & Practice:
The Financial Statements have been prepared under the historical cost convention, in accordance with
generally accepted accounting principles (GAAP) in India, to comply with the Accounting Standards
notified under section 211(3C) of the Companies Act, 1956, which continue to be applicable in respect
of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13,
2013 of the Ministry of Corporate Affairs. The Financial Statements have been prepared under the
historical cost convention and ongoing concern concept. The Accounting policies adopted in the
preparation of financial statements are consistent with those of the previous year.
b) Use of estimates: -
The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting year. Although these estimates are based on the management's best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future years.
c) System of Accounting:
Generally Mercantile System of Accounting is followed except filing fees and other unascertained items which have been taken on cash basis.
d) Recognition of Income & Expenses: Items of Income and Expenditure are recognized on accrual basis save as above.
e) Fixed Assets & Depreciation: i) Fixed Assets are stated at historical cost less depreciation provided on WDV method. ii) Depreciation on fixed assets have been provided in the accounts based on the useful life of the
assets and at the rate prescribed in schedule II to the Companies Act, 2013.
f) Current Assets & Liabilities:
In the opinion of the Board, all the Assets other than Fixed Assets and Non-Current Investments are
at least approximately of the value stated in the accounts, if realized in the ordinary course of
business, unless otherwise stated. The provision of all the known liabilities are adequate and are not
in excess of the amount considered reasonably necessary by the management.
g) Method of valuation:
i) Non-Current Investments in securities are valued at cost. No Provision for diminution in value of Investments is made as diminution, if any, is temporary.
67
ii) Stock was valued at cost or market value, whichever was lower.
h) Contingent Liabilities & Commitments:
Contingent Liabilities are provided in the Accounts on the best judgement basis depending upon the
degree of certainty of the contingency. Commitments are provided on the basis of estimated amount
of and period of occurrence. The balance of both, not provided for, is disclosed by way of notes.
However, there is no known or expected contingent liability or commitment at the year end.
i) Earnings per Share:
Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share the net profit or loss for the period attributable to equity shareholders and the weighted average number of equity shares outstanding during the period are adjusted for the effects for all dilutive potential equity shares.
j) Employees Benefits
The Company has applied the revised Accounting Standard (AS)-15- employees Benefits notified under the Companies (Accounting Standard) Rules, 2006.
(i) Employees Benefits of Short term nature are recognized as expense as and when it accrues. (ii) Long term and post employment benefit is recognized as expense as and when it accrues or is
most likely to accrue in future.
k) Provision for Taxation:
Provision for Taxation has been made as per Income Tax Act 1961 and Rules made there under.
l) Recognition of Deferred Tax
The Company recognizes deferred tax assets and liabilities in terms with Accounting Standard 22
issued by the Institute of Chartered Accountants of India on ―Accounting for Taxes on Income‖.
Deferred tax is recognized on timing differences (being the difference between taxable income under
Income Tax Act and Accounting Income) which originate in one period and are capable of reversal in
subsequent period. Deferred Tax Assets over & above Deferred Tax Liabilities are recognized only if
there is reasonable certainly of recouping them against taxable Profit in foreseeable future. All such
assets and liabilities are reviewed on each Balance Sheet date to reflect the changed position.
II. OTHER NOTES ON FINANCIAL STATEMENTS
1. Figures of the previous year has been re-grouped/re-arranged and recasted wherever
considered necessary to conform to current year’s grouping and classification.
2. a. RELATED PARTY DISCLOSURE
Disclosures as required by the Accounting Standard 18 " Related Party Disclosures" issued by the Institute of Chartered Accountants of India.
a. Relationship are given below :
68
KEY MANAGEMENT PERSONNEL
1. Ramawtar Gupta – Managing Director 2. Pramod Kumar Gupta – Chief Financial Official
b. Group Company or Company having Common Control: NIL
c. Transaction with related Parties: NIL
d. Amount Outstanding (Payable) as on 31.3.2016 : NIL
2. B. Earning Per Share 2015-2016 2014-2015
(a) Calculation of Weighted average no. of equity
shares of Rs. 1/- each
(Previous Year Rs. 1/- each)
No. of shares at the beginning of the period 14,38,00,000 1,43,80,000
Share issued during the year. Nil Nil
No. of Shares at the close of the period 14,38,00,000 14,38,00,000
Weighted average no. of Equity shares 14,38,00,000 14,38,00,000
during the period
(b) Net Profit for the period attributable 9,35,705.28 28,02,476.93 to equity shares (in rupees)
(c) Basic & diluted Earning (in rupees) per share 0.01 0.02
3. DEFERRED TAX ASSETS/LIABILITIES:
In accordance with A.S.22-"Accounting for Taxes on Income" issued by the I.C.A.I., the Company has accounted for deferred tax during the year. The Company has no amount of carried forward loss/unabsorbed depreciation under the Income Tax Act at the year end and hence there is no deferred tax asset. It has recognized and accounted for deferred tax liability only.
The Components of the recognition is as under:
Deferred Tax Liability (due to difference between W.D.V. of fixed assets as on 31.3.2016
as per I. T. Act and that as per books of accounts Rs. 1,01,711 @ 30.90%) Rs. 31,429/-
Less: Deferred Tax Assets (there is no carried for business loss
& Unabsorbed Depreciation) Rs. 9145/-
----------------
NET DEFERRED TAX ASSETS/LIABILITIES Rs.22,284/-
69
4. EMPLOYEES BENEFITS
The Company has applied the revised Accounting Standard (AS)-15- employees Benefits notified under the Companies (Accounting Standard) Rules, 2006.
A. Short Term Employee Benefits: - All employees’ benefits payable wholly within 12 months
of rendering the service are recognized in the period of service and charged to the Statement
of Profit & Loss.
B. Long Term & Post Employment Benefits:-
(i) No Act relating to Defined Contribution Plans such as Provident Fund, ESI etc. is
applicable.
(ii) Defined Gratuity Obligation: - It is provided only if there is a reasonable certainty of
staff continuing the service for minimum eligible period or has completed such
period.
There is no present obligation of any post employment benefit including payment of gratuities during the year. Therefore no actuarial gains or loss arose at the end of the year.
5. Additional information pursuant to the provision of Paragraph ―5 of part II of Schedule III to the
Companies Act, 2013 :-
a) Details of Items of Exceptional and Extra Ordinary Nature ... NIL
b) Prior period Items … NIL
c) Aggregate of the amounts set aside or proposed to be
set aside to Reserves or Reserves or Provisions or ….NIL
withdrawn from such Reserves or Provisions
d) Value of Imports on C.I.F. basis, Expenditure in Foreign Currency on
Account of Royalty, Know- how, Fees, Interest and other matters and
remittance on account of dividend in foreign currency ….NIL
e) Earning in Foreign Exchange on Export, Royalty, Know-how, Fees, Interest,
Dividend or others … NIL
70
6. Quantitative information in respect of goods traded during the year are as under:-
Opening Stock Purchases
Qnty Value(Rs.) Qnty Value(Rs)
Textiles (pcs) 1446 55,72,600 87774 20,92,46,100.00
Total 1446 5572600 87774 20,92,46,100.00
Sales Closing Stocks
Qnty Value(Rs) Qnty Value(Rs)
Textiles (pcs) 85210 20,74,53,700 4010 6276500.00
Total 85210 20,74,53,700 4010 6276500.00
NOTES: 1. Previous year's figures are given in the brackets in terms of out report of even date.
For AGARWAL DESAI & SHAH CHARTERED ACCOUNTANTS Firm‟s Regn. No. 124850W
Sd/- Sd/- Sd/-
(RISHI SEKHRI) Pramod Kumar Gupta Ramawtar Gupta
Partner Director/ CFO
Managing Director
M. No. 126656 DIN: 05300735 DIN:06365578
Place: Mumbai
Date: 30th May, 2016
71
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 33rd Annual General Meeting of the company, to be held on Friday, the 30th day of September, 2016 at 10:30 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, 2016
2. To appoint a Director in place of Mr Pramod Kumar Gupta(DIN:
05300735), who retires by rotation and being eligible offers
himself for re-appointment.
3. To Ratify the appointment of auditors of the Company and to fix
their Remuneration
* 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
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
72
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
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 33rd Annual General Meeting of the Aplaya Creations Limited at D-
615, CRYSTAL PLAZA NEW LINK ROAD, ANDHERI (WEST) MUMBAI -400053 on Friday, 30th
September, 2016 at 10:30 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.
73
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- 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, 2016
2. To appoint a Director in place of Mr
PramodKumar Gupta(DIN:05300735),
who retires by rotation and being
eligible offers himself for re-
appointment.
3. To Ratify the appointment of auditors
of the Company and to fix their
Remuneration
Place:
Date: (Signature of the shareholder*)
(*as per Company records)
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