(formerly known as eins edutech limited) are requested to send a certified copy of the board...

APLAYA CREATIONS LIMITED (Formerly Known As Eins Edutech Limited)

Annual Report 2014-15

32nd Annual Report

1

COMPANY INFORMATION

(CIN : L17122MH1996PLC100018)

BOARD OF DIRECTORS : MR. RAMAWTAR GUPTA,

Managing Director

MR. PRAMOD KUMAR GUPTA,

Executive Director

MR. SACHIN SOMAIYA,

Independent Director

MR. DIPAK KUMAR SHARMA,

Independent Director

MS. PINKI GUPTA,

Non-executive Director

CHIEF FINANCILA OFFICER : MR. PRAMOD KUMAR GUPTA

COMPANY SECRETARY : MS. SHWETA AGRAWAL

BANKERS : HDFC BANK LTD.

Andheri (E) Branch, Mumbai

KOTAK MAHENDRA LTD.

Lokhandwala Branch,

Andheri (W), Mumbai

AUDITORS : M/S. AGARWAL DESAI AND SHAH

CHARTERED ACCOUNTANTS

MUMBAI

REGISTERED OFF. : D-112, CRYSTAL PLAZA,

OPPOSITE INFINITY MALL,

NEW LINK ROAD, ANDHERI (W),

MUMBAI – 400 053

TEL. NO. 022 – 40045341

E-MAIL ID :– [email protected]

WEBSITE: www.einsedutechltd.com

SHARE TRANSFER AGENT : SHAREPRO SERVICES (I) PVT. LTD.

13 A-B, SAMITHA WAREHOUSING

COMPLEX, 2nd FLOOR, OFF ANDHREI

KURLA ROAD, SAKINAKA TELEPHONE

EXCHANGE LANE, SAKINAKA, ANDHERI

(EAST), MUMBAI - 400072

TEL. NO. 022 – 67720300/67720400

EMAIL ID- [email protected]

mailto:[email protected]

http://www.einsedutechltd.com/


32nd Annual Report

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APLAYA CREATIONS LIMITED

(CIN : L17122MH1996PLC100018)

CONTENTS: Notice

Management Discussion & Analysis

Director’s Report

Report on Corporate Governance

Certificate on Corporate Governance

CFO Certificate

Auditor’s Report

Balance Sheet

Profit & Loss Account

Schedules

Cash Flow Statement

Proxy Form

Attendance slip

Members are requested to bring their copy of Annual Report at the time of AGM

32nd

Annual

Report

2014-15

32nd Annual Report

3

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Thirty Second Annual General Meeting of the Members of the

Aplaya Creations Limited will be held at the Registered office of the Company at D-112, Crystal

Plaza, Opp. Infinity Mall, New Link Road, Andheri (W), Mumbai – 400 053 on Wednesday, 30th

September, 2015 at 12:30 P.M. to transact the following business.

ORDINARY BUSINESS:

1. Item No. 1: To receive, consider and adopt the Audited Balance Sheet of the Company

as at 31st March, 2015 and the Profit and Loss Account for the year ended on that date

and Reports of Auditors and Directors thereon.

2. Item No. 2: To appoint a Director in place of Mr. Pramod Kumar Gupta (DIN: 05300735),

who retires by rotation and being eligible offers himself for re-appointment.

3. Appointment of Auditors

Item No. 3: To ratify the appointment of auditors of the Company, and to fix their remuneration and to pass the following resolution as an Ordinary Resolution thereof: ―RESOLVED THAT, pursuant to Section 139, 142 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, pursuant to the recommendations of the audit committee of the Board of Directors, and pursuant to the resolution passed by the members at the Postal Ballot held on 5th February, 2015, the appointment of M/s. AGARWAL DESAI AND SHAH Chartered Accountants, Mumbai (FRN - 124850W), as the auditors of the Company to hold office till the conclusion of the AGM to be held in the calendar year 2017 be and is hereby ratified and that the Board of Directors be and is hereby authorized to fix the remuneration payable to them for the financial year ending March 31, 2016 as may be determined by the audit committee in consultation with the auditors, and that such remuneration may be paid on a progressive billing basis as may be agreed upon between the auditors and the Board of Directors.‖.

PLACE: Mumbai

DATE: 12.08.2015

By order of the Board

For APLAYA CREATIONS LIMITED

Registered Office:

D-112, Crystal Plaza,

Opp. Infinity Mall, New Link Road, RamawtarGupta

Andheri (W), Mumbai- 400 053 Sd/-

Managing Director

(DIN : 06365578)

32nd Annual Report

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF

HIMSELF / HERSELF, AND THE PROXY NEED NOT BE A MEMBER OF THE

COMPANY. A person can act as a proxy on behalf of not exceeding fifty (50) members and

holding in aggregate not more than ten (10) percent of the total share capital of the

Company.

2. Corporate members intending to send their authorized representatives to attend the

meeting are requested to send a certified copy of the Board resolution to the Company,

authorizing their representative to attend and vote on their behalf at the meeting.

3. The instrument appointing the proxy, duly completed, must be deposited at the Company's

registered office not less than 48 hours before the commencement of the meeting. A proxy

form for the AGM is enclosed.

4. During the period beginning 24 hours before the time fixed for the commencement of the

meeting and ending with the conclusion of the meeting, a member would be entitled to

inspect the proxies lodged at any time during the business hours of the Company, provided

that not less than three days of notice in writing is given to the Company.

5. Members / proxies / authorized representatives should bring the duly filled Attendance

Slip enclosed herewith to attend the meeting.

6. The Register of Directors and Key Managerial Personnel and their shareholding,

maintained under Section 170 of the Companies Act, 2013, will be available for inspection

by the members at the AGM.

7. The Register of Contracts or Arrangements in which the directors are interested,

maintained under Section 189 of the Companies Act, 2013, will be available for inspection

by the members at the AGM.

8. Pursuant to cl. 15/16 of the Listing Agreement read with section 91 of the Companies Act,

2013, the Register of Members and Share Transfer Books will remain closed from Thrusday

24th September, 2015 to Tuesday 29th September, 2015 (Both days inclusive) for the purpose

of AGM.

9. Members are requested to notify any correction /change in their name /address including

Pin Code number immediately to the Companies Register/ Depository Participant .In the

event of non – availability of Members latest address either in the Companies records or in

Depository Participant's records, members are likely to miss notice and other valuable

correspondence sent by the company.

10. Members are requested to kindly mention their Folio Number/ Client ID Number (in case

of demat shares) in all their correspondence with the Companies Registrar to enable

prompt reply to their queries.

11. With a view to using natural resources responsibly, we request shareholders to update their

email address, with their Depository Participants to enable the Company to send

communications electronically. The Annual Report 2014-15 is being sent through electronic

mode only to the members whose email addresses are registered with the Company /

Depository Participant(s), unless any member has requested for a physical copy of the

report. For members who have not registered their email addresses, physical copies of the

Annual Report 2014-15 are being sent by the permitted mode.

12. In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies

(Management and Administration) Rules, 2014, substituted by Companies (Management

and Administration) Amendment, Rules 2015, and Clause 35B of the Listing Agreement,

the Company has provided a facility to the members to exercise their votes electronically

through the electronic voting service facility arranged by Central Depository

Services(India) limited (―CDSL‖). Apart from e-facility for voting, through ballot paper,

32nd Annual Report

5

will also be made available at the AGM and the members attending the AGM who have not

already cast their votes by remote e-voting shall be able to exercise their right at the AGM

through ballot paper. Members who have cast their votes by remote evoting prior to the

AGM may attend the AGM but shall not be entitled to cast their votes again. The

instructions for e-voting are appended herein below.

M/s. Vikas N Jain & Associates, Practicing Chartered Accountant (FRN No. 134911W),

Mumbai has appointed as the scrutinizer to conduct E-voting.

13. The Securities and Exchange Board of India (SEBI) has mandated the submission of the

Permanent Account Number (PAN) by every participant in the securities market. Members

holding shares in electronic form are, therefore, requested to submit their PAN to their

Depository Participant(s). Members holding shares in physical form are required to submit

their PAN details to the Company.

14. All documents referred to in the Notice will be available for inspection at the Company's

registered office during 11:00 am to 1:00 pm normal business working days up to the date

of the AGM.

15. The shareholder needs to furnish the printed 'attendance slip' along with a valid identity

proof such as the PAN card, passport, AADHAR card or driving license, to enter the AGM

hall.

16. As per provisions of the Companies Act, 2013, facility for making nominations is available

to INDIVIDUALS holding shares in the Company. The Nomination Form-2B prescribed by

the Government can be obtained from the Share Transfer Agent or may be down loaded

from the website of the Ministry of Company affairs.

Information required to be furnished under cl. 49 of the Listing Agreement for Directors

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

Name of Director Mr. Pramod Kumar Gupta

Date of Birth 18/07/1962

Date of Appointment 28/12/2012

Qualification B.Com

Expertise in Specific Functional

Area

Finance, Accounts and Taxation

Executive & Non-Executive Director Executive Director

Promoter Group Yes

Independent Director No

Chairman/Member of Committees

of the Boards of Which he is a

Director

Aplaya Creations Limited

1. Member of Stakeholders Relationship

Committee

2. Member of Audit Committee

3. Member of Remuneration Committee

Other Directorship 1. Westfield Apparels Pvt. Ltd.

2.Modakpriya commodities Pvt. Ltd.

3.Bhawani bhadra healthcare Pvt. Ltd.

4. Pdaneer marketing services Pvt. Ltd.

5. Zenith vincom Pvt. Ltd.

32nd Annual Report

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The instructions for shareholders voting electronically are as under:

(i) The e-voting period begins on Sunday 27th September, 2015 at 9.00 a.m. and ends on

Tuesday 29th September, 2015 at 5.00 p.m. During this period shareholders' of the

Company, holding shares either in physical form or in dematerialized form, as on the cut-

off date for voting (record date) of 23rd September, 2015 may cast their vote electronically.

The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to

vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the

Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and

voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

If you are a first time user follow the steps given below:

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department

(applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the

Company/Depository Participant are requested to use the

first two letters of their name and the 8 digits of the sequence

number in the PAN field.

In case the sequence number is less than 8 digits enter

theapplicable number of 0's before the number after the first

twocharacters of the name in CAPITAL letters. Eg. If your

name is Ramesh Kumar with sequence number 1 then enter

RA00000001 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the

company records for the said demat account or folio in dd/mm/yyyy

format.

Dividend

Bank

Details

Enter the Dividend Bank Details as recorded in your demat account or in

the company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to

login. If the details are not recorded with the depository or

company please enter the number of shares held by you as

on the cut off date in the Dividend Bank details field.

(ix) After entering these details appropriately, click on ―SUBMIT‖ tab.

(x) Members holding shares in physical form will then directly reach the Company selection

screen. However, member holding shares in demat form will now reach 'Password

Creation' menu wherein they are required to mandatorily enter their login password in the

new password field. Kindly note that this password is to be also used by the demat holders

for voting for resolutions of any other company on which they are eligible to vote, provided

that company opts for e-voting through CDSL platform. It is strongly recommended not to

http://www.evotingindia.com/


32nd Annual Report

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share your password with any other person and take utmost care to keep your password

confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on

the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant APLAYA CREATIONS LIMITED on which you choose

to vote.

(xiii) On the voting page, you will see ―RESOLUTION DESCRIPTION‖ and against the same

the option ―YES/NO‖ for voting. Select the option YES or NO as desired. The option YES

implies that you assent to the Resolution and option NO implies that you dissent to the

Resolution.

(xiv) Click on the ―RESOLUTIONS FILE LINK‖ if you wish to view the entire Resolution

details.

(xv) After selecting the resolution you have decided to vote on, click on ―SUBMIT‖. A

confirmation box will be displayed. If you wish to confirm your vote, click on ―OK‖, else to

change your vote, click on ―CANCEL‖ and accordingly modify your vote.

(xvi) Once you ―CONFIRM‖ your vote on the resolution, you will not be allowed to modify

your vote.

(xvii) You can also take a print of the votes cast by clicking on ―Click here to print‖ option on

the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and

the image verification code and click on Forgot Password & enter the details as prompted

by the system.

(xix) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian

arerequired to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity

should be emailed to [email protected]

• After receiving the login details a Compliance User should be created using the admin

login and password. The Compliance User would be able to link the account(s) for

which they wish to vote on.

• The list of accounts linked in the login should be mailed to

[email protected] and on approval of the accounts they would be able to

cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have

issued in favour of the Custodian, if any, should be uploaded in PDF format in the

system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently

Asked Questions (―FAQs‖) and e-voting manual available at www.evotingindia.com,

under help section or write an email to [email protected]





32nd Annual Report

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MANAGEMENT DISCUSSION AND ANALYSIS

The Management of APLAYA CREATIONS LIMITED in its Analysis Report has highlighted the performance and outlook of the Company in order to comply with the requirement of Corporate Governance as laid down in Clause 49 of the Listing Agreement. However, investors and readers are cautioned that this discussion contains certain forward looking statements that involve risk and uncertainties.

GLOBAL OVERVIEW

Over all the global economy has witnessed weak growth. Weak growth isn’t just a problem for industrialized economies. Emerging economies are finding it increasingly difficult to maintain the pace of economic expansion they’ve recorded over the past decade. Higher borrowing costs are also putting the brakes on output, as the U.S. Federal Reserve moves toward the exit from its easy money policies, signaling an end ahead for the era of low-cost loans.

The prospect for rising interest rates is making investors re-examine whether emerging markets can sustain the growth necessary to pay off their debts, especially where they may have relied too much on credit. Slowing output combined with higher interest rates could spur defaults on corporate debt and other loans.

In some countries, authorities have been able to assuage investors, although that may only be a temporary respite, the IMF said. India’s central bank’s boosted rates to contain inflation and allowed the rupee to depreciate to spur exports. If lawmakers don’t deliver on promised changes to make the economy more competitive, however, investor confidence there may sour again.

The International Monetary Fund trimmed its outlook for global economic growth, as anemic output in Europe and Japan hobble the recovery and emerging markets struggle with rising borrowing costs.

The fund forecast that the world economy will expand 3.6% this year. That marked a slight downgrade from its 3.7% estimate in January, but would be stronger than last year’s 3% expansion. It comes amid a darker outlook for key emerging markets such as Russia, Brazil and South Africa, despite healthier recoveries in the U.S., Germany and the U.K.

The U.S. growth of 2.8% this year should help perk up prospects for many emerging markets, where output is slowing

INDIAN INDUSTRIAL OVERVIEW

Readymade garment exports were up by 9.40per cent in March and 15.58per cent in 2014-15, thereby registering a stellar growth during the year. The weakening of the rupee has also boosted garment-manufacturing companies. Interestingly, the recovery in the US and European markets will continue to help garment-manufacturing companies.But it is companies who are into production of raw materials, especially yarn besides production and export of garments which have recorded a higher growth in revenues. Not only exports but India’s textile production increased 4.6 percent in April-February 2014-15 even as the index of industrial production dropped by 0.1 per cent.

A large number of textiles exporters are facing a huge financial crunch due to substantial delay in getting duty drawback since the last five months from all the major ports. Drawback claims remain pending since September 2013 despite persistent follow up efforts made by the exporters, thereby, adversely affecting cash flows.

OPPORTUNITIES AND THREATS

Strenth

India is today recognized as one of the best sourcing destinations for garments, textiles,

accessories and finish: It provides a perfect blend of fashion, design, quality, patterns, textures,

32nd Annual Report

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colors and finish. Manufacturers here are ready to innovate, be flexible on quantities, have

hands- on approach to quality control and keep the integrity on deadlines.

Labor is skilled and economical while process are highly without taking away from the quality

of the final product. Amazing technological developments, superior design capabilities and

companies that provide integrated logistic solutions are other highly prized support systems

that the industry thrives on. Combined with these manmade assets are the country’s natural

assets which play a large role in boosting the garment industry- by providing raw materials of

world class quality. Here are some of India’s natural leverages that the industry uses to its full

advantage: India the largest producer of Jute the second largest producer of cotton, silk and

cellulosic fiber, the third largest producer of raw cotton and the fourth largest producer of

synthetic fiber.

Weakness

Exporters may find it challenging to manage liquidity in F.Y. 2015 amid increasing volumes

coupled with a long working capital cycle and the consequent higher use of working capital

limits - a characteristic of the textile business. It is to be noted that India’s position in global

arena is on a shaky platform as it is facing tough competition from its neighboring countries

such as China & Bangladesh. Talking about these three Asian countries the labour in Bangladesh

is cheapest and India’s labour is costliest. China is technologically more advance than India and

Bangladesh and in terms of fabric especially silk, Bangladesh is the leader. The fuel prices in

India are the highest among these countries. China is the leader in exports with more than 40%

market share. From the above point it can clearly be inferred that India is not in a leading

position and will have to work hard to reap success.

RISKS AND CONCERNS

Our revenues and expenses are difficult to predict and can vary significantly from period to

period, which could cause decline in our performance. The economic environment, pricing

pressure and decreased capacity utilization rates could negatively impact our revenues and

operating results. An economic slowdown or other factors that affect the economic health of the

country may affect our business. Our net income may get reduced if Government of India

slashes the subsidies given. Changes in the policies of the Government of India or political

instability could delay the further liberalization of Indian economy, which could impact our

business prospects. Our failure to complete the orders in agreed time frame may negatively

affect our profitability. Our client contracts are often conditioned on our performance, which, if

unsatisfactory, could result in lesser revenues.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has developed adequate internal control system commensurate to its size and

business to ensure that all assets are safeguarded and protected against any loss from

unauthorized use or disposition and that all transactions are authorized, recorded and reported

correctly. The internal audit report reviewed by the Management together with the Audit

Committee of the Board. The Company has a strong Management Information System as a part

of Control Mechanism.

RISK MANAGEMENT

In an interdependent, fast-moving world, organizations are increasingly confronted by risks that

are complex in nature and global in consequence. Such risks can be difficult to anticipate and

32nd Annual Report

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respond to, even for the most seasoned business leaders.

FINANCIAL PERFORMANCE :

During the year under Report the Company has earned an income of Rs. 28,02,476.93/- as

against Rs. (14,56,210/-) in the previous year ended 31st March, 2014. The profit/(Loss) before

tax was Rs. 40,66,143.93/- as against the profit of Rs. (14,20,084/-) in the previous year ended

31st March, 2014. The net Profit/(Loss) after tax during the year was Rs. 28,02,476.93 as against

profit of Rs. (14,56,210)/- in the previous year ended 31st March, 2014.

HUMAN RESOURCES / INDUSTRIAL RELATIONS

The Company regards its human resources as amongst its most valuable assets and proactively

reviews policies and processes by creating a work environment that encourages initiative,

provides challenges and opportunities and recognizes the performance and potential of its

employees attracting and retaining the best manpower available by providing high degree of

motivation, training and structured compensation was the main thrust this year.

CAUTIONARY STATEMENT

This report contains forward-looking statements based on certain assumptions and expectations

of future events. Actual performance, results or achievements may differ from those expressed

or implied in any such forwardlooking statements. The Company assumes no responsibility to

publicly amend, modify or revise any forward looking statements, on the basis of any

subsequent developments, information or events.

FOR AND ON BEHALF OF THE BOARD


Sd/-

PLACE: MUMBAI Ramawtar Gupta

DATE: 12/08/2015 Managing Director

(DIN : 06365578)

32nd Annual Report

11

DIRECTORS‟ REPORT

To,

The Shareholders,


The Directors have pleasure in presenting their 32nd Annual Report of the Company together

with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Financial Results are stated as under:

(Rs.)

PARTICULARS Year Ended

31.03.2015

Year Ended

31.03.2014

Sales & Operating Income 11,85,35,238.01 15,39,053

Other Income - -

Total Expenditure with

Depreciation

11,44,69,094.08 14,41,977.86

Gross Income/ (Loss) before

Taxation

40,66,143.93 (14,20,084)

Provision for Taxation 12,63,667 36126

Net Profit/(Loss) 28,02,476.93 (14,56,210)

OPERATIONS

The Company has earned profit after tax of Rs. 28,02,476.93/- during the current financial year

as against Rs. (14,56,210)/- earned during the previous financial year. Profit before tax is

40,66,143.93/- as compared to (14,20,084)/- in previous year.

DIVIDEND

In view of the carry forward losses incurred in the earlier years and pursuant to section 123 of

the Companies Act, 2013, the board regrets its inability to declare any dividend for the year

under review.

DEPOSITS

As on 31.03.2015, the company held no deposit in any form from anyone. There was no deposit

held by the company as on 31.03.2015, which was overdue or unclaimed by the depositors. For

the present the broad of directors have resolved not to accept any deposits from public.

CORPORATE GOVERNANCE

As per the directions of SEBI and the Bombay Stock Exchange Ltd., accordingly the company

has been adhering to the directions and guidelines as required. The report on the code of

corporate governance is annexed separately in this Annual report.

DIRECTORS

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section

(10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold

office for a term of up to five consecutive years on the board of a company; and shall be eligible

for re-appointment on passing a special resolution by the shareholders of the Company.

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Further, according to Sub-section (11) of Section 149, no independent director shall be eligible

for appointment for more than two consecutive terms of five years. Sub-section (13) states that

the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of

the Act shall not apply to such independent directors.

The Board has recommended the appointment of Mr. Dipak Kumar Sharma as the Independent

Director of the company with effect from 30.09.2014 and for period of 5-years and his

appointment was confirmed by the members at the Annual general meeting held on 30th

September, 2014 as required under Section 149(10).

During the year under review the following director due to preoccupation resigned from the

Board of the company, Mr. Sohanlal Agrawal, Director of the Company resigned from the Board

on 14/08/2014.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board

evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to

be made by the Board of its own performance and that of its committees and individual

directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of

independent directors shall be done by the entire Board of Directors, excluding the director

being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria

and framework adopted by the Board. The evaluation process has been explained in the

corporate governance report section in this Annual Report. The Board approved the evaluation

results as collated by the nomination and remuneration committee.

NUMBER OF MEETINGS OF THE BOARD

The Board met 8 times during the financial year, the details of which are given in the corporate

governance report that forms part of this Annual Report. The intervening gap between any two

meetings was within the period prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to

maintain the independence of the Board and separate its functions of governance and

management. As on March 31, 2015, the Board consists of 5 members. Out of which one is the

Managing Director, One is Executive Director & CFO, two Independent Directors and one

Woman Director is Chairman and Non-exicutive Director on the Board of the Company.

The policy of the Company on directors' appointment and remuneration, including criteria for

determining qualifications, positive attributes, independence of a director and other matters

provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board,

are stated in this Board report. We affirm that the remuneration paid to the directors is as per

the terms laid out in the nomination and remuneration policy of the Company.

TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attended an orientation program. To familiarize

the new inductees with the strategy, operations and functions of our Company, the executive

directors / senior managerial personnel make presentations to the inductees about the

32nd Annual Report

13

Company's strategy, operations, product and service offerings, markets, software delivery,

organization structure, finance, human resources, technology, quality, facilities and risk

management.

The Company has organized the following workshops for the benefit of Directors and

Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act, 2013; and

(d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal

letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

COMMITTEES OF THE BOARD

Currently, the Board has Five committees: 1. Audit Committee, 2. Nomination and

Remuneration Committee, 3. Stake Holders Relationship Committee, 4. Share Transfer

Committee, 5. Risk Management Committee.

A detailed note on the Board and its committees is provided under the corporate governance

report section in this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section

149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in

Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

INDEPENDENT DIRECTORS DECLARATIONS

In the opinion of the Board, the independent directors are, individually, person of integrity and

possess relevant expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding,

subsidiary or associate company, or their promoters, or directors, during the two

immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or

transaction with the company, its holding, subsidiary or associate company, or their

promoters, or directors, amounting to two percent. or more of its gross turnover or total

income or fifty lakh rupees or such higher amount as may be prescribed, whichever is

lower, during the two immediately preceding financial years or during the current financial

year;

5. Independent Director, neither himself nor any of his relatives—

32nd Annual Report

14

holds or has held the position of a key managerial personnel or is or has been employee

of the company or its holding, subsidiary or associate company in any of the three

financial years immediately preceding the financial year in which he is proposed to be

appointed;

is or has been an employee or proprietor or a partner, in any of the three financial years

immediately preceding the financial year in which he is proposed to be appointed, of—

a firm of auditors or company secretaries in practice or cost auditors of the

company or its holding, subsidiary or associate company; or

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c)

OF THE COMPANIES ACT, 2013

The financial statements are prepared in accordance with the Generally Accepted Accounting

Principles (GAAP) under the historical cost convention on accrual basis.

GAAP comprises mandatory accounting standards as prescribed under Section 133 of the

Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the

provisions of the Act (to the extent notified) and guidelines issued by the Securities and

Exchange Board of India (SEBI).

There are no material departures from prescribed accounting standards in the adoption of these

standards. The directors hereby confirm that:

1. In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.

2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

3. The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The directors have prepared the annual accounts on a going concern basis.

5. The directors have laid down internal financial controls, which are adequate and are operating effectively.

6. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

AUDITORS

STATUTORY AUDITORS

At the Postal Ballot Result announced on February 5, 2015, M/s. Agarwal Desai And Shah,

Chartered Accountants, Mumbai were appointed as statutory auditors of the Company to hold

office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In

terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the

auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the

appointment of M/s. Agarwal Desai And Shah, Chartered Accountants, as statutory auditors of

the Company, is placed for ratification by the shareholders. In this regard, the Company has

32nd Annual Report

15

received a certificate from the auditors to the effect that if they are reappointed, it would be in

accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITOR‟S REPORT

The Auditors have not made any qualification to the financial statement. Their reports on

relevant notes on accounts are self explanatory and do not call for any comments under section

134 of the companies Act, 2013.

SECRETARIAL AUDITOR

Mr. Anand Khandelia, Practicing Company Secretaries was appointed to conduct the secretarial

audit of the Company for the financial year 2014-15, as required under Section 204 of the

Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms

part of the Annual Report and part of the Board's report as Annexure -1.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arm's

length basis and were in the ordinary course of the business. There are no materially significant

related party transactions made by the company with Promoters, Key Managerial Personnel or

other designated persons which may have potential conflict with interest of the company at

large.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of

the Board and all employees in the course of day to day business operations of the company.

The Company believes in ―Zero Tolerance‖ against bribery, corruption and unethical dealings /

behaviors of any form and the Board has laid down the directives to counter such acts. The Code

has been posted on the Company's website www.einsedutechltd.com

The Code lays down the standard procedure of business conduct which is expected to be

followed by the Directors and the designated employees in their business dealings and in

particular on matters relating to integrity in the work place, in business practices and in dealing

with stakeholders. The Code gives guidance through examples on the expected behavior from

an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with

the Code. All Management Staff were given appropriate training in this regard.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with

instance of fraud and mismanagement, if any, in staying true to our values of Strength,

Performance and Passion and in line with our vision of being one of the most respected

companies in India, the Company is committed to the high standards of Corporate Governance

and stakeholder responsibility.

32nd Annual Report

16

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and

mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst

dealing with concerns and also that no discrimination will be meted out to any person for a

genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The

Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to

regulate trading in securities by the Directors and designated employees of the Company. The

Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or

sale of Company shares by the Directors and the designated employees while in possession of

unpublished price sensitive information in relation to the Company and during the period when

the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals

impacting the going concern status and Company's operations in future.

EXTRACT OF ANNUAL RETURNS

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return

is annexed as Annexure -2.

1. The Paid up capital of the Company is Rs. 14,38,00,000/- consisting of 14,38,00,000

equity shares of face value of Re.1/- each.

2. The Board of Directors of the company consists of 5 Directors namely Mr. Ramawtar

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

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

and Ms. Pinki Gupta Chairman Non Executive Director of the Company.

3. The secured debt of the company is Nil.

4. The Promoters holding is consists of 1,37,64,500 equity shares of Rs.1/- each amounting

to 9.57%.

5. There was no un-paid dividend during the year.

FOR AND ON BEHALF OF THE BOARD


PLACE: MUMBAI Sd/-

DATE: 12/08/2015 Ramawtar Gupta

Managing Director

(DIN : 06365578)

32nd Annual Report

17

ANNEXURE 1

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,


Mumbai

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and

the adherence to good corporate practices by Aplaya Creations Limited (hereinafter called the

Company).

Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating

the corporate conducts / statutory compliances and expressing my opinion thereon.

I have examined the books, papers, minute books, forms and returns filed and other records

maintained by the Company for the financial year ended on March 31, 2015 according to the

provisions of:

1. The Companies Act, 2013 (the Act) and the rules made thereunder and certain provisions of

Companies Act, 1956 and rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

The following Regulations and Guidelines prescribed under the Securities and Exchange Board

of India Act, 1992 ('SEBI Act'):

5. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

6. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

1992;

7. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009;

8. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client;

9. The Securities and Exchange Board of India( Employee Stock Option Scheme and Employee

Stock Purchase Scheme)Guidelines,1999 (Not Applicable to the Company during the Audit

Period); Other laws applicable specifically to the Company namely:

10. Information Technology Act, 2000 and the rules made thereunder ;

11. Secretarial Standards issued by The Institute of Company Secretaries of India.

I have also examined compliance with the applicable clauses of the Listing Agreements entered

into by the Company with the Bombay Stock Exchange Limited.

32nd Annual Report

18

I report that, during the year under review, the Company has complied with the provisions of

the Acts, rules, regulations and guidelines mentioned above.

I further report that, there were no actions / events in pursuance of:

1. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008;

2. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

and

3. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998,

requiring compliance thereof by the Company during the financial year and the Secretarial

Standards issued by The Institute of Company Secretaries of India were not applicable during

the year.

Further based on my verification of the Company's books, papers, minute books, forms and

returns filed and other records maintained by the Company and also the information provided

by the Company, its officers, agents and authorized representatives during the course and

conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the

audit period covering the financial year ended on March 31, 2015 complied with the statutory

provisions listed hereunder and also that the Company has proper Board-processes and

compliance mechanism in place to the extent, in the manner as required under the various

provisions of Companies Act, 2013, SEBI Act, 1992 and all other laws and applicable provisions

there under.

I further report that, based on the information provided by the Company, its officers and

authorized representatives during the conduct of the audit, and also on the review of quarterly

compliance reports by respective department heads / CEO taken on record by the Board of

Directors of the Company, in my opinion, adequate systems and processes and control

mechanism exist in the Company to monitor and ensure compliance with applicable general

laws like labour laws.

I further report, that the compliance by the Company of applicable financial laws, like direct and

indirect tax laws, has not been reviewed in this Audit since the same have been subject to review

by statutory financial audit and other designated professionals.

I further report that, the Board of Directors of the Company is duly constituted with proper

balance of Executive Directors, Non-Executive Directors and Independent Directors. The

changes in the composition of the Board of Directors that took place during the period under

review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed

notes on agenda were sent at least seven days in advance to all Directors, and a system exists

for seeking and obtaining further information and clarifications on the agenda items before the

meeting and for meaningful participation at the meeting. As per the minutes of the meetings

duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no

dissenting views have been recorded.

I further report that, there are adequate systems and processes in the Company commensurate

with the size and operations of the Company to monitor and ensure compliance with applicable

laws, rules, regulations and guidelines. I report further that, during the audit period there were

32nd Annual Report

19

no other specific events / actions in pursuance of the above referred laws, rules, regulations,

guidelines, etc., having a major bearing on the Company's affairs.

Place: Kolkata For Mr. Anand Khandelia

Date: 10/08/2015

Sd/-

Anand Khandelia

Practicing Company Secretary

C.P. No. 5841

32nd Annual Report

20

ANNEXURE – 2

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

As on financial year ended 31.03.2015

Pursuant to Section 92(3) of the Companies act, 2013 read with The Companies (Management

and Administration) Rules, 2014

A. REGISTRATION AND OTHER DETAILS:

CIN:- L17122MH1996PLC100018

Registration Date: 09/03/1983

Name of the Company: APLAYA CREATIONS LIMITED

Category / Sub-Category of the Company

Public Company/Limited by Shares

Address of the Registered office and contact details:

D-112, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (W), Mumbai- 400 053 , Tel.No.: 022-40045341, Fax No. 022-40045341 E-mail : [email protected]

Website: www.einsedutechltd.com

Whether listed company YES 1. Bombay Stock Exchange Limited 2. Culctta Stock Exchange Limited

Name, Address and Contact details of Registrar and Transfer Agent, if any

Sharepro Services (India) Pvt. Ltd.

13AB, Samhita Warehousing Complex, 2nd Floor, Sakinana Telephone Exchange Lane, Off. Andheri-Kurla Road, Sakinaka, Andheri (E), Mumbai-400072, Tel: 022-67720300/67720400, Fax: 28591568 Email: [email protected]

B. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

Sr. No.

Name and Description of main products / services

NIC Code of the Product/ service% to total turnover of the company

% to total turnover of the company

a. Readymade Garments and Trading of Sarees

- 96.28 %

C. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and address of the company

CIN/GLN Holding/Subsidiary/Associate

% of shares held

a Not Applicable




32nd Annual Report

21

%

Change during

the year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

0 0 0 0 0 0 0

0 0 0 0 0 0 0

1376450 0 1376450 9.57 13764500 0 13764500 9.57 0

0 0 0 0 0 0 0

0 0 0

1376450 0 1376450 9.57 13764500 0 13764500 9.57 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0

0 0 0 0 0 0 0 0 0

1376450 0 1376450 9.57 13764500 0 13764500 9.57 0

0 0 0 0 0 0 0 0 0

135500 0 135500 0.95 35788710 0 35788710 24.89

0 58050 58050 0.40 2050663 310500 2361163 1.64

12810000 0 12810000 89.08 91885577 0 91885577 63.90

0 0 0 0 50 0 50 0

0 0 0 0 0 0 0

0 0 0

0 0 0

0 0 0

12945500 58050 13003550 90.43 129725000 310500 130035500 90.43 0

12945500 58050 13003550 90.43 129725000 310500 130035500 90.43 0

0

14321950 58050 14380000 100.00 143489500 310500 143800000 100.00 0Grand Total

(A+B+C)

Trusts

Foreign Boodies - D

R

Sub-total (B)(2):-

Total Public

Shareholding

C. Shares held by

Custodian for GDRs

(ii) Individual

shareholders (c). Other (specify)

Non Resident

IndiansOverseas Corporate

BodiesForeign Nationals

Clearing Members

2. Non-Institutions

(a). BODIES CORP.

(i). Indian

(ii). Overseas

(b). Individuals

(i) Individual

shareholders

(g). FIIs

(h). Foreign Venture

Capital Funds(i). Others (specify)

Sub-total (B)(1):-

(a). Mutual Funds

(b). Banks / FI

(c). Central Govt.

(d). State Govt.

(e). Venture Capital

Funds(f). Insurance

Companies

Sub-total (A) (2):-

Total shareholding

of Promoter (A) =

(B) (1). PUBLIC

SHAREHOLDING

(b). Other Individual

(c). Bodies Corporates

(d). Banks / FII

(e). Qualified Foreign

Investor(f). Any Other

Specify

(e). FIINS / BANKS.

(f). Any Other

Sub-total (A) (1):-

(2). FOREIGN

(a). Individual NRI /

For Ind

(1). INDIAN

(a). individual

(b). Central Govt.

(c). State Govt(s).

(d). Bodies Corpp.

Category of

Shareholders

No. of Shares held at the

beginning of the year

01/04/2014

No. of Shares held at the end of the year 31/03/2015

A. PROMOTER'S

D. SHARE HOLDING PATTERN

i) Category-wise Share Holding

32nd Annual Report

22

(ii) Shareholding of Promoters

Sl No.

Shareholder‟s Name

Shareholding at the beginning of the year 01/04/2014

Share holding at the end of the Year 31/03/2015

No. of Shares

% of total Shares of the company

% of Shares Pledged /encum-bered to total shares

No. of Shares


%of Shares Pledged /encum-bered to total shares

% change in share holding during the year

1 Westfield Appareals Pvt. Ltd.

1376450 9.57 0 13764500 9.57 0 0.00

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

Sl No.

Shareholder‟s Name


Share holding at the end of the Year 31/03/2015

No. of Shares at the beginning (01-04-2014) / end of the yrar (31-03-2015)


Date

Increasing / Decreseing in shareholding

Reson

No. of Shares

% of total Shares of the company]

1 NA

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.

Name No. of Shares at the beginning (01-04-2014) / end of the yrar (31-03-2015)


Date Increasing / Decreseing in shareholding

Reson No. of Shares

% of total Shares of the company]

1 Jagdish Chander Malhotra

500000 3.48% 01.04.2014

05.12.2014 15000 Transfer 485000 3.37%

12.12.2014 9000 Transfer 476000 3.31%

19.12.2014 12000 Transfer 464000 3.23%

09.01.2015 464000 Transfer 0 0.00%

20.03.2015 500000 Transfer 500000 0.35%

27.03.2015 500000 Transfer 0 0.00%

Closing Balance

31.03.2015 0

32nd Annual Report

23

2 Suresh Kumar Garg

450000 3.13% 01.04.2014

13.03.2015 4500000 Change of F.V

4500000

3.13%

27.03.2015 150000 Transfer 435000

0 3.03%

31.03.2015 82000 426800

0 2.97%

Closing Balance

31.03.2015 426800

0 2.97%

3 Veena Jain 250000 1.74% 01.04.2014

14.11.2014 10000 Transfer 240000 1.67%

28.11.2014 2500 Transfer 237500 1.65%

13.03.2015 2375000 Change of F.V

2375000

1.65%

Closing Balance

31.03.2015 237500

0 1.65%

4 Rajendra Kumar Jain

250000 1.74% 01.04.2014

28.11.2014 3000 Transfer 247000 1.72%

13.03.2015 2470000 Change of F.V.

2470000

1.72%

Closing Balance

31.03.2015 247000

0 1.72%

5 Pravin Kumar Agarwal

225000 1.56% 01.04.2014

31.12.2014 50000 Transfer 175000 1.22%

30.01.2015 50000 Transfer 125000 0.87%

13.03.2015 1250000 Change of F.V.

1250000

0.87%

27.03.2015 300000 Transfer 950000 0.66%

Closing Balance

31.03.2015 950000 0.66%

6 Rohit Agarwal

200000 1.39% 01.04.2014

13.03.2015 2000000 Change of F.V

2000000

1.39%

Closing Balance

31.03.2015 200000

0 1.39%

7 Heema Agarwal

200000 1.39% 01.04.2014

06.03.2015 25000 Transfer 175000 1.22%

13.03.2015 1750000 Change of F.V.

1750000

1.22%

27.03.2015 11843 Transfer 173815

7 1.21%

Closing Balance

31.03.2015 173815

7 1.21%

32nd Annual Report

24

8 Yogesh Agarwal

200000 1.39% 01.04.2014

13.03.2015 2000000 Change of F.V

2000000

1.39%

Closing Balance

31.03.2015 200000

0 1.39%

9 Suresh Kumar Asrani

200000 1.39% 01.04.2014

17.10.2014 20000 Transfer 180000 1.25%

31.10.2014 10005 Transfer 169995 1.18%

07.11.2014 20500 Transfer 149495 1.04%

14.11.2014 6000 Transfer 143495 1.00%

31.12.2014 18000 Transfer 125495 0.87%

09.01.2015 4000 Transfer 121495 0.84%

13.03.2015 1214950 Change of F.V.

1214950

0.84%

27.03.2015 100000 Transfer 131495

0 0.91%

Closing Balance

31.03.2015 131495

0 0.91%

10

Rajgopal Krishankumari Khandelwal

160000 1.11% 01.04.2014

21.11.2014 15000 Transfer 145000 1.01%

28.11.2014 10000 Transfer 135000 0.94%

05.12.2014 25000 Transfer 110000 0.76%

12.12.2014 6500 Transfer 103500 0.72%

19.12.2014 4000 Transfer 99500 0.69%

31.12.2014 18900 Transfer 80600 0.56%

09.01.2015 7000 Transfer 73600 0.51%

16.01.2015 10500 Transfer 63100 0.44%

23.01.2015 6997 Transfer 56103 0.39%

30.01.2015 7500 Transfer 48603 0.34%

06.02.2015 2000 Transfer 46603 0.32%

13.02.2015 5550 Transfer 41053 0.29%

20.02.2015 5000 Transfer 36053 0.25%

27.02.2015 8000 Transfer 28053 0.20%

06.03.2015 4500 Transfer 23053 0.16%

13.03.2015 230530 Change of F.V.

230530 0.16%

20.03.2015 115000 Transfer 115000 0.08%

27.03.2015 20530 Transfer 95000 0.07%

31.03.2015 95000 Transfer 0

Closing balance

31.03.2015 0

32nd Annual Report

25

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No.

Shareholding of each Director and key Managerial

Personnel


Cumulative Shareholding during the year 31/03/2015

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

NA

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

- - - -

Total (i+ii+iii)

Change in Indebtedness during the financial year • Addition • Reduction

- - - -

Net Change

Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not

- - - -

Total (i+ii+iii)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl.no. Particulars of Remuneration Name of Managing Director Total Amount

Ramawtar Gupta

- - -

1 Gross salary 3,60,000 3,60,000

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

-

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

-

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

-

32nd Annual Report

26

2 Stock Option -

3 Sweat Equity -

4 Commission -

- as % of profit -

- others, specify… -

5 Others, please specify -

Total (A) 3,60,000 3,60,000

Ceiling as per the Act -

B. Remuneration to other directors:

Sl.no. Particulars of Remuneration

Name of Directors Manager

Total Amount

1. Independent Directors Sachin Somiya

Dipak Kumar Sharma

•Fee for attending board / committee meetings

- -

• Commission - -

• Others, please specify - -

Total (1) - -

2. Other Non-Executive Directors Pinki Gupta

•Fee for attending board / committee meetings

- -

• Commission - -

• Others, please specify - -

Total (2) - -

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

Total Managerial Remuneration - -

Overall Ceiling as per the Act - -

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Particulars of Remuneration Key Managerial Personnel

CFO Company Secretary

CFO Total

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

- 4,32,000 - 4,32,000

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - -

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

- - - -

2 Stock Option - - - -

3 Sweat Equity - - - -

4 Commission - as % of profit - others, specify…

- - - -

Others, please specify - - - -

Total - 4,32,000 - 4,32,000

32nd Annual Report

27

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Authority [RD / NCLT/ COURT]

A. COMPANY :

Penalty Clause 41 of Listing Agreement

Late filling of Un-audited Financial Resul in June, 2014 Quarter

11,236/-

Bombay Stock Exchange Ltd.

Bombay Stock Exchange Ltd.

Punishment

Compounding

B. DIRECTORS: NOT APPLICABLE

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

32nd Annual Report

28

CORPORATE GOVERNANCE REPORT

(Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges)

1. COMPANY‟S PHILOSOPHY ON CODE OF GOVERNANCE:

The Company's Philosophy on Code of Governance envisages attainment of highest level of

transparency, accountability, empowerment and ethical business conduct across all facts of its

operations. The Company aspires to be a responsible partner acting with integrity towards its

shareholders, customers, employees, the government and its business associates.

2. COMPOSITION OF BOARD:

The Company has a adequate composition of Board of Directors along with Women Director.

SR. NO. NAME OF DIRECTORS CATEGORY

1 Mr. Ramawtar Gupta Managing Director

2 Mr. Pramod Kumar Gupta Executive Director & CFO

3 Mr. Sachin Somaiya Independent Director

4 Mr. Dipak Kumar Sharma Independent Director

5 Ms. Pinki Gupta Chairman Cum Non-Executive Director

3. MEETINGS AND ATTENDANCE DURING THE YEAR

Attendance of Directors at the Meeting of Board of Directors for the Financial Year 2014-2015.

The Company has conducted 8 Board Meetings during the year on 26/05/2014, 30/05/2014, 14/08/2014, 31/10/2014, 14/11/2014, 20/11/2014, 22/12/2014 and 14/02/2015.

The Details of Board of Directors Meeting Held during the Financial Year 2014– 2015:

Sr. No.

Date of Board Meetings

Board Strength

No. Of. Directors Present At Board Meetings

1 26-May-14 4 3

2 30-May-14 4 3

3 14-Aug-14 4 4

4 31-Oct-14 5 3

5 14-Nov-14 5 4

6 20-Nov-14 5 4

7 22-Dec-14 5 4

8 14-Feb-15 5 4

Attendance of Directors at the 31st Annual General Meeting for the Financial Year 2013-2014

The Attendance of Directors at the Last Annual General Meeting which was held on 30th September, 2014 for the financial year 2013-2014:

SR. NO. NAME OF DIRECTORS ATTENDENCE AT AGM

1 Ramawtar Gupta P

2 Pramod Kumar Gupta N

3 Sachin Somaiya N

4 Pinki Gupta P

32nd Annual Report

29

COMMITTEES OF THE BOARD The Company has five committees viz: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee, 4. Share Transfer Committee, and 5. Risk Management Committee

The decisions relating to the constitution of committees, appointment of members and fixing of terms of service for committee members are taken by the Board of Directors.

1. AUDIT COMMITTEE

The term of reference of this committee cover the matter specified for Audit Committee under clause 49 of the Listing Agreement. The current Audit Committee of the Company comprises three Directors, who possess knowledge of the corporate finance & accounts.

The constitution of the Audit Committee is as follows:-

Name of Directors Status of Committee Nature of Directorship

Mr. Sachin Somaiya Chairman Independent Director

Mr. Dipak Kumar Sharma Member Independent Director

Mr.Pramod Kumar Gupta Member Director

MEETINGS AND ATTENDANCE

During the financial year ended 31st March, 2015, 4 Audit Committee Meetings were held during the year i.e. 30/05/2014, 14/08/2014, 14/11/2014 and 14/02/2015.

2. NOMINATION AND REMUNERATION COMMITTEE

The objective of Nomination and Remuneration Committee is to assess the remuneration payable to our Managing Director/Whole Time Directors; sitting fee payable to our Non Executive Directors; remuneration policy covering policies on remuneration payable to our senior executives.

The constitution of the Nomination and Remuneration Committee is as follows:-


Mr. Sachin Somaiya Chairman Independent Director


Mr.Pramod Kumar Gupta Member Director

ROLE OF THE COMMITTEE:

The role of Nomination and Remuneration Committee is as follows: 1) determining/recommending the criteria for appointment of Executive, Non-Executive

and Independent Directors to the Board; 2) determining/recommending the criteria for qualifications, positive attributes and

independence of Directors; 3) identifying candidates who are qualified to become Directors and who may be

appointed in Senior Management and recommending to the Board their appointment and removal;

4) reviewing and determining all elements of remuneration package of all the Executive Directors, i.e. salary, benefits, bonus, stock options, pension, etc;

5) reviewing and determining fixed component and performance linked incentives for Directors along with the performance criteria;

32nd Annual Report

30

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:


Mr. Dipak Kumar Sharma Chairman Independent Director

Mr. Sachin Somaiya Member Independent Director

Mr. Ramawtar Gupta Member Managing Director

SHARE TRANSFER COMMITTEE:

The Board has delegated the powers to a committee to approve transfer/transmission of shares and attend to all other matters related thereto.

The Present Share Transfer Committee consists of:


Mr. Dipak Kumar Sharma Chairman Independent Director


Mr. Pramod Kumar Gupta Member Director

RISK MANAGEMENT COMMITTEE:

The Company has a well-defined risk management framework in place. The committee ensures that by following the regulatory norms, the company effectively manages the risks and has a focused Risk Management monitoring in place.

The Present Risk Management Committee consists of:-


Mr. Ramawtar Gupta Chairman Managing Director



DISCLOSURES: RELATED PARTY TRANSACTIONS:-

Disclosures on materially significant related party transactions i.e. transactions of the Company material in nature, with its Promoters, Directors, Management, their relatives etc. that may have potential conflict with the interest of the Company at large. None of the transaction with any of the related parties was in conflict with the interest of the Company.

32nd Annual Report

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ANNUAL GENERAL MEETINGS:

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

Whether Special Resolutions were put through postal ballot last year: No

Are votes proposed to be conducted through postal ballot this year: Yes, details are given

below:

MEANS OF COMMUNICATION:

(a) Quarterly results:

The Unaudited quarterly results are announced within 45 days from the end of the

quarter, as stipulated under the listing agreement with the Bombay Stock Exchange

Limited & Calcutta Stock Exchange Ltd.

(b) Newspapers wherein normally published: Yes

(c) Any Website, wherein displayed: Yes ( www.einsedutechltd.com )

GENERAL SHAREHOLDER INFORMATION

(a) AGM date, time and venue:

Annual General Meeting will be held on Wednesday, the 30th September, 2015 at

12:30 P.M. at the Registered office of the Company – D-112, Crystal Plaza, Opp.

Infinity Mall, New Link Road, Andheri (W), Mumbai – 400 053.

Copy of Notice of Annual Gereral Meeting and Annual Report are available on

Company Website.

(b) Date of Book Closure: 24th September, 2015 to 29th September, 2015 (Both days Inclusive)

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

(d) Tentative Calendar for financial year 1st April, 2015 to 31st March , 2016:

The tentative dates of meeting of Board of Directors for consideration of quarterly financial results for the financial year ending 31st March, 2016 are as follows:

Financial Year Date Time Location

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

2012-2013 31/08/2013 2 P.M. At Regd. Office, Mumbai

2011-2012 29/09/2012 11 A.M. At Regd. Office, Mumbai

Financial Year Date of Result Time Location

2014-2015 05/02/2015 2:00 P.M. At Regd. Office, Mumbai

Financial Result for the Quarter Ended 30th June, 2015

14th August, 2015

Financial Result for the Quarter and half year Ended 30th

Sebtember, 2015

14th November, 2015


32nd Annual Report

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(e) Stock Exchanges where securities are listed.

The Company’s securities are listed at:

1. Bombay Stock Exchange Limited (BSE)

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

2. Calcutta Stock Exchange Ltd.

7, Lyons Range, Kolkata - 700001

(f) Stock code: 511064

(g) ISIN: INE099M01027

(h) Corporate Identity Number : L17122MH1996PLC100018

(i) Registrar and Transfer Agent:

M/s Sharepro Services (India) Pvt. Ltd.

13 AB Samhita Warehousing Complex,

2nd Floor, Sakinaka Telephone Exchange Lane,

Off Andheri-Kurla Road, Sakinaka,

Andheri (E), Mumbai - 400 072.

Tel.: 91-22-67720 300/400

Email: [email protected]

(j) Share Transfer Systems

The Shares received for transfer in physical mode are registered and returned within a

period of 15 Days from the date of receipts if the documents are clear in all respect.

(k) Dematerialization of shares and liquidity: 143639500 shares (99.88%)

(l) Investor Correspondence:

For any assistance regarding share transfers, transmission, change of address, non-receipt

of annual report and any other query relating to the shares of the Company. Please write

to M/s Sharepro Services (India) Pvt. Ltd., 13 AB Samhita Warehousing Complex, 2nd

Floor, Sakinaka Telephone Exchange Lane, Off Andheri-Kurla Road, Sakinaka, Andheri

(E), Mumbai - 400 072

(m) Outstanding ADRs / GDRs:

The company has not issued any ADRs / GDRs.

(n) Distribution of Shareholding and Shareholding Pattern as on 31st March, 2015:

Financial Result for the Quarter Ended 31st December, 2015

14th February, 2016

Financial Result for the Quarter and year Ended 31st March, 2015

30th May, 2016


32nd Annual Report

33

(1) Distribution of Shareholding as on 31st March, 2015:

(2) Shar

(

2) Shar

(2) Shareholding Pattern as on 31st March, 2015:

No. of Shares held % to Total Shares

Promoter Group 1,37,64,500 9.57%

Mutual Funds and UTI

Banks & Financial institutions &

Insurance Companies etc.

- -

Venture Capital Funds -

Corporate Bodies 3,57,88,710 24.89%

General Public 9,42,46,790 65.54%

NRIs / OCBs - -

TOTAL 14,38,00,000 100.00

(o) Address for correspondence:

The Company’s Registered Office is situated at –


D-112, Crystal Plaza, Opp. Infinity Mall,

New Link Road, Andheri (w), Mumbai – 400 053.

Any Correspondence by the shareholders should be addressed either to Registered

Office at above address or Registrar/Share Transfer Agents.

FOR AND ON BEHALF OF THE BOARD,


Sd/-


DATE : 12/08/2015 Managing Director

(DIN : 06365578)

Share Holding of Nominal

Value of Share Holders Share Amount

Rs. Rs. Number % of

Total

Nos.

In Rs.

% of Total

Amount

(1) (2) (3) (4) (5)

Up to 5,000 86 25.37% 25253.00 0.02%

5,001 10,000 16 4.72% 1,45,500.00 0.10%

10,001 20,000 28 8.26% 3,91,000.00 0.27%

20,001 30,000 20 5.90% 5,30,960.00 0.37%

30,001 40,000 6 1.77% 2,13,450.00 0.15%

40,001 50,000 13 3.83% 6,42,040.00 0.45%

50,001 1,00,000 27 7.96% 21,02,302.00 1.46%

1,00,001 And above 143 42.18% 13,97,49,495.00 97.18%

TOTAL 339 100.00% 14,38,00,000.00 100.00%

32nd Annual Report

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DECLARATION

To,

The Members of APLAYA CREATIONS LIMITED

As provided under Clause 49 of the Listing Agreement with Stock Exchanges, all the Board

Members and Senior Management Personnel have affirmed compliance with Code of Conduct

for the year ended 31st March, 2015.



Sd/-


DATE : 12/08/2015 Managing Director

(DIN : 06365578)

32nd Annual Report

35

CERTIFICATE OF CORPORATE GOVERNANCE REPORT

To,

The Members of APLAYA CREATIONS LIMITED D-112, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (West), Mumbai – 400 053

We have reviewed the implementation of Corporate Governance procedures by Aplaya Creations Limited during the year ended 31st March, 2015, with the relevant records and documents maintained by the Company, furnished to us for our review and the report on Corporate Governance as approved by the Board of Directors. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to a review of procedures and implementation thereof, adopted by the Company for ensuring the compliance of conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. On the basis of our review and according to the information and explanations given to us, the company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreements with the Stock Exchanges in all material respects. There were no investors grievance is pending for a period exceeding one month against the Company as per the records maintained by the Stake Holders Relationship Committee. For AGARWAL DESAI AND SHAH CHARTERED ACCOUNTANTS FRN: 124850W Sd/- RISHI SEKHRI PARTER Membership No. 126656 Place: Mumbai

Date: 12/08/2015

32nd Annual Report

36

CFO CERTIFICATE

I, Pramod Kumar Gupta, Chief Finance Officer of Aplaya Creations Limited to the best of my

knowledge and belief certify that:

1. I have reviewed the balance sheet and profit and loss account, and all its schedules and notes to accounts, as well as the cash flow statement.

2. Based on my knowledge, information and belief, these statements do not contain any untrue statement of a material fact or omit to state a material fact that might be misleading with respect to the statements made.

3. Based on my knowledge, information and belief, the financial statements and other financial information included in this report present a true and fair view of the company’s affairs for the period presented in this report and are in compliance with the existing accounting standards, applicable laws and regulations.

4. To the best of my knowledge, information and belief, no transactions entered into by the company during the year are fraudulent, illegal or violative of the Company’s Code of Conduct.

5. I am responsible for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting.

6. I have disclosed, based on my most recent evaluation, wherever applicable, to the Company’s Auditors and the Audit Committee of the Company’s Board of Directors all significant deficiencies in the design or operation of internal controls, if any, of which they are aware and the steps taken or proposed to be to rectify the deficiencies;

I have indicated to the Auditors and the Audit Committee:

a) Significant changes in the Company’s internal control over the financial reporting during the year;

b) All significant changes in accounting policies during the year, if any, and that the same have been disclosed in the notes to the financial statements;

c) Any fraud, whether or not material, that involves management or other

employees who have a significant role in the Company’s internal control system

over financial reporting.



Sd/-

PLACE: MUMBAI Pramod Kumar Gupta

DATE : 12/08/2015 Chief Financial Officer

32nd Annual Report

37

INDEPENDENT AUDITORS‟ REPORT

To

The Members of


Report on the Financial Statements

We have audited the accompanying financial statements of APLAYA CREATIONS LIMITED

(formerly known as EINS EDUTECH LIMITED) (―the Company‖), which comprise the Balance

Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement of the

Company for the year then ended and a summary of the significant accounting policies and other

explanatory information.

Management‟s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies

Act, 2013 (―the Act‖) with respect to the preparation of these financial statements that give a true and

fair view of the financial position, financial performance and cash flows of the Company in accordance

with the accounting principles generally accepted in India, including the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This

responsibility also includes the maintenance of adequate accounting records in accordance with the

provision of the Act for safeguarding of the assets of the Company and for preventing and detecting

the frauds and other irregularities; selection and application of appropriate accounting policies;

making judgments and estimates that are reasonable and prudent; and design, implementation and

maintenance of internal financial control, that were operating effectively for ensuring the accuracy and

completeness of the accounting records, relevant to the preparation and presentation of the financial

statements that give a true and fair view and are free from material misstatement, whether due to

fraud or error.

Auditors‟ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have

taken into account the provisions of the Act, the accounting and auditing standards and matters which

are required to be included in the audit report under the provisions of the Act and the Rules made

thereunder. We conducted our audit in accordance with the Standards on Auditing specified under

section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan

and perform the audit to obtain reasonable assurance about whether the financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures

in the financial statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal financial control relevant to the

32nd Annual Report

38

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

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

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

by Company’s Directors, as well as evaluating the overall presentation of the financial statements. We

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

our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

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

true and fair view in conformity with the accounting principles generally accepted in India of the state

of affairs of the Company as at March 31, 2015, its profit for the year ended on that date and the Cash

Flow statement for the year.

Report on Other Legal and Regulatory Requirements

1. As required by the companies (auditor’s report) order, 2015, issued by the department of

company affairs, in terms of sub section 11 of section 143 of the companies act, 2013, we give

in the annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

2. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our

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

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

far as it appears from our examination of those books.

(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement, dealt with by this

Report are in agreement with the books of account

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards

specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,

2014;

(e) On the basis of written representations received from the directors as on March 31, 2015, and

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

2015, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of

our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial

position;

32nd Annual Report

39

ii. The Company did not have any long-term contracts including derivative contracts for

which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education

and Protection Fund by the Company.

For AGARWAL DESAI AND SHAH

CHARTERED ACCOUNTANTS FRN: 124850W

Date: 28.05.2015 Place: Mumbai Sd/-

RISHI SEKHRI PARTER

MEMBERSHIP NO. 126656

32nd Annual Report

40

ANNEXURE TO INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 1 under „Report on Other Legal and Regulatory Requirements‟ of our

Report of even date to the members of “M/S. APLAYA CREATIONS LIMITED” Limited on the

accounts of the company for the year ended 31st March, 2015]

On the basis of such checks as we considered appropriate and according to the information and

Explanations given to us during the course of our audit, we report that:

(i) In respect of its fixed assets:

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

details and situation of the fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management during the

year in accordance with the phased programme of verification adopted by the management

which, in our opinion, provides for physical verification of all the fixed assets at reasonable

intervals. According to the information and explanations given to us, no material

discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset

has been disposed during the year and therefore does not affect the going concern

assumption.

(ii) In our opinion and according to the information and explanations given to us, the Company has

maintained proper records of its inventories and no material discrepancies were noticed on

physical verification of stocks as compared to book records.

(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained

under section 189 of the Companies Act 2013:

(a) According to the information and explanations given to us, the Company has granted unsecured loans to 12 companies, 9 other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(b) The principal amounts and interest are being received regularly as per stipulations.

(c) As the ordinary course of business of the company is that of financing loans and advances, so there is no scenario of any overdue amount.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets, financing loans & advances and Interest there upon and for the sale of goods (and /Services). During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) The Company has not accepted any deposits from the public during the year.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under

sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the Company.

32nd Annual Report

41

(vii) In respect of statutory dues:

a) According to the records of the company and information and explanations given to us, the

Company has generally been regular in depositing undisputed statutory dues, including

Provident Fund, employees state insurance (ESI), Investor Education and Protection Fund,

Income-tax, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT),

Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues

applicable to it, with the appropriate authorities.

b) According to the information and explanations given to us, there were no undisputed

amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax,

VAT, Cess and other material statutory dues in arrears /were outstanding as at 31 March,

2015 for a period of more than six months from the date they became payable.

c) There were no amounts which required to be transferred by the Company to the Investor

Education and Protection Fund.

(viii) The Company has no accumulated losses at end of the year. The company has not incurred any

Cash losses during the financial covered by our Audit and the immediately preceding financial

year.

(ix) In our opinion and according to the information and explanations given to us, the Company has

not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(x) In our opinion, and according to the information and the explanation given to us, the company

has not given any guarantee for loans taken by others from banks or financial institutions

during the year.

(xi) The company has not obtained any term loan during the year, so this Para of order is not

applicable.

(xii) To the best of our knowledge and according to the information and explanations given to us, no

fraud by the Company and no material fraud on the Company has been noticed or reported

during the year.

For AGARWAL DESAI AND SHAH

CHARTERED ACCOUNTANTS FRN: 124850W

Date: 28.05.2015 Place: Mumbai Sd/-

RISHI SEKHRI PARTER

MEMBERSHIP NO. 126656

32nd Annual Report

42

Note No As at 31st March 2015 As at 31st March 2014

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 1 14,38,00,000.00 14,38,00,000

(b) Reserves and Surplus 2 8,08,14,451.63 7,80,11,975

(2) Share application money pending allotment - -

(3) Non Current Liabilities

Deferred Tax Liability 23.II.4 9,145 1,916

(4) Current Liabilities

(a) Trade payables 3 4,00,13,857.00 -

(b) Other current liabilities 4 3,50,719.40 7,73,391

(c) Short-term provisions 5 25,41,202.00 13,20,734

Total 26,75,29,375.03 22,39,08,016

II. ASSETS

(1) Non-current assets

(a) Fixed Assets (Tangible Assets) 6 5,27,111.00 27,163

(b)Non-Current Investments 7 - 60,00,000

(c) Long Term Loans and Advances 8 7,61,25,000.00 20,84,75,000

(2) Current assets

(a) Current Investments 9 2,98,50,600.00 58,00,000

(b) Inventories 10 55,72,600.00 -

(b) Trade receivables 11 5,31,93,087.00 22,58,487

(c) Cash and cash equivalents 12 2,33,098.02 1,11,531

(d) Short-term loans and advances 13 10,20,27,879.01 12,35,835

Total 26,75,29,375.03 22,39,08,016

Significant Accounting Policies and other Notes on

Financial Statements 23 - -

Firm's Regn. No. 124850W

Sd/-

Sd/- Pramod Kumar Gupta

Place : MUMBAI (RISHI SEKHRI) Directors

Sd/-

Date: 28/05/2015 M. No. 126656 Ramawtar Gupta

Directors


PARTNER

APLAYA CREATIONS LIMITED (FORMERLY KNOWN AS EINS EDUTECH LIMITED)

BALANCE SHEET AS AT 31ST MARCH, 2015

Amount

Particulars

IN TERMS OF OUR REPORT OF EVEN DATE ATTACHED HEREWITH.

For AGARWAL DESAI & SHAH

CIN NO. L17122MH1996PLC100018

32nd Annual Report

43

Note NoFor the year ended

31.03.2015

For the year ended

31.03.2014

I. Revenue from operations 14 11,85,35,238.01 15,39,053

II. Other Income - -

III. Total Revenue (I +II) 11,85,35,238.01 15,39,053

IV. Expenses:

Purchase of Stock-in-Trade 15 11,74,05,500.00 - (Increase)/Decrease of Stock-in-Trade 16 (55,72,600.00) -

Employee benefit expense 17 11,61,875.00 4,55,000

Financial Cost (Interest) 18 5,740.00 19,835

Depreciation and amortization expense 19 59,866.00 9,087

Other expenses 20 14,08,713.08 9,58,056

Total Expenses 11,44,69,094.08 14,41,977.86

V.Profit before exceptional and extraordinary items and tax (III - IV)

40,66,143.93 97,075

VI. Exceptional Items 21 - 15,17,159

VII. Profit before extraordinary items and tax (V - VI) 40,66,143.93 (14,20,084)

VIII. Extraordinary Items - -

IX. Profit before tax (VII - VIII) 40,66,143.93 (14,20,084)

X. Tax expense:

Current tax 22 12,56,438.00 35,970

Deferred Tax 7,229.00 156

Income Tax for earlier year - -

XI. Profit(Loss) for the period from continuing operations (IX - X) 28,02,476.93 (14,56,210)

XII. Profit/(Loss) from discontinuing operations - -

XIII. Tax expenses of discontinuing operations - -

XIV. Profit/(Loss) from Discontinuing operations after tax (XII - XIII) - -

XV. Profit/(Loss) for the period (XI + XIV) 28,02,476.93 (14,56,210)

XVI. Earning per equity share: 23.II.3C

(1) Basic 0.02 (0.10)

(2) Diluted 0.02 (0.10)

23

Sd/-

Pramod Kumar Gupta

Sd/- Directors

Place : MUMBAI (RISHI SEKHRI) Sd/-

Ramawtar Gupta

Date: 28/05/2015 M. No. 126656 Directors

Amount

Particulars





STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

CIN NO. L17122MH1996PLC100018

Significant Accounting Policies and other Notes on Financial Statements

PARTNER


32nd Annual Report

44

Particulars

Number Amount Number Amount

Note No. 1 : Share Capital

1(i) Authorised

Equity Shares of Re. 1/- each (Previous Year Rs. 10/-)

Outstanding at the beginning of the year 15,00,00,000 15,00,00,000.00 1,50,00,000 15,00,00,000.00

Add: during the year - - - -

At the end of the year 15,00,00,000 15,00,00,000.00 1,50,00,000 15,00,00,000.00

1(ii) Issued, Subscribed & Paid Up

Equity Shares of Re. 1/- each fully paid up in cash

(Previous Year Rs. 10/-)

Outstanding at the beginning of the year 14,38,00,000 14,38,00,000.00 1,43,80,000 14,38,00,000.00

Add: Issued, Subscribed & Paid up during the year - - - -

Less: Bought back during the year - - - -

Outstanding at the end of the year 14,38,00,000 14,38,00,000.00 1,43,80,000 14,38,00,000.00

Name of Share Holders No. of Shares % of Holdings No. of Shares % of Holdings

Westfield Apparels Pvt Ltd 1,37,64,500 9.57 13,76,450 9.57

1(iv)Note: The company has one class of equity shares having a per value of Rs.10/- per share. Each Shareholder is

eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the

remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding and

are subject to the Preferential Shares (if Issued).

Note No. 2 : Reserve & Surplus

2.1 Securities Premium Reserve

At the beginning of the year 7,28,00,000.00 7,28,00,000.00

Add : during the year - -

Balance at the end of the year 7,28,00,000.00 7,28,00,000.00

2.2 Surplus

At the beginning of the year 52,11,974.70 66,68,184.56

Addition (Surplus of the year) 28,02,476.93 (14,56,209.86)

Less : Transfer to/from reserves

Balance at the end of the year 80,14,451.63 52,11,974.70

Total (2.1 + 2.2) 8,08,14,451.63 7,80,11,974.70

Note No. 3 : Trade Payables

Sundry Creditors 4,00,13,857.00 -

4,00,13,857.00 -

Note No. 4 : Other Current Liabilities

Payable to Statutory Authority 28,090.00 21,927.00

Provision for expenses 3,22,629.40 2,51,464.00

Advances Received - 5,00,000.00

3,50,719.40 7,73,391.00

Note No. 5: Short-term provisions

Provision for Taxation 25,41,202.00 13,20,734.00

25,41,202.00 13,20,734.00

1(iii) Equity Shares in the Company held by each shareholders holding more than 5% of total shares in the share capital of the

Company


NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST

MARCH, 2015 AND STATEMENT OF PROFIT & LOSS FOR THE YEARENDED ON THAT DATE.

As at 31st March 2015 As at 31st March 2014

CIN NO. L17122MH1996PLC100018

32nd Annual Report

45

Note:

6 : Fi

xed

Asse

ts (T

angi

ble A

ssets

)

Balan

ce as

on 31

.03.20

14

Addi

tion/

Delet

ion

Balan

ce as

on 31

.03.20

15

Balan

ce as

on 31

.03.20

14

Durin

g

the y

ear

Balan

ce as

on

31.03

.2015

OFFI

CE EQ

UIPM

ENT

HTC

MOB

ILE

2013

-141

54

8,000

-

8,000

6,805

40

0

01,1

95

3,5

11

4,7

06

3,294

SAM

SUNG

MOB

ILE

2013

-141

54

13,00

0

-

13,00

0

11,05

9

65

0

01,9

41

5,3

93

7,3

34

5,666

Prin

ter20

13-14

15

415

,900

-

15

,900

9,2

99

795

0

6,601

4,594

11,19

5

4,705

Air C

ondi

tione

r20

14-15

05

5-

1,2

0,225

1,2

0,225

-

6,0

11

0-

12

,025

12,02

5

1,08,2

00

Wate

r Filt

er20

14-15

05

5-

8,2

77

8,2

77

-

414

0

-

572

57

2

7,7

05

2CO

MPU

TER

& AS

SESO

RIES

2014

-150

33

-

1,87,6

40

1,87,6

40

-

9,382

0

-

19,33

9

19

,339

1,6

8,301

3FU

RNIT

URE &

FIXT

URE

2014

-150

1010

-

2,43,6

72

2,43,6

72

-

12,18

4

0

-

14,43

2

14

,432

2,2

9,240

36,90

0

5,59,8

14

5,96,7

14

27

,163

29,83

6

9,7

37

59

,866

69,60

3

5,27,1

11

1

No of

year

s

used

as on

31/03

/2014

Year

of

Acqu

isitio

n

of as

sets

Parti

cular

s

Sr.

No .

APLA

YA C

REAT

IONS

LIM

ITED

(FOR

MER

LY E

INS

EDUT

ECH

LIM

ITED

)

NOTE

S AN

NEXE

D T

O AN

D FO

RMIN

G PA

RT O

F THE

BAL

ANCE

SHE

ET A

S AT

31ST

MAR

CH, 2

015

AND

STA

TEM

ENT

OF P

ROFI

T &

LOSS

FOR

THE

YEAR

ENDE

D ON

THA

T DA

TE.

DEPR

ECIA

TION

ON

FIXE

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SETS

AS

PER

COM

PANI

ES A

CT'20

13

Gros

s Blo

ckNe

t

Carry

ing

Amou

nt as

on

31/03

/2015

Amou

nt to

be

char

ged

from

Open

ing

retai

n

earn

ings

on

Resid

ual V

alue

5% of

cost

Net C

arry

ing

Amou

nt as

on

31/03

/2014

Depr

eciat

ion

Usef

ul li

fe

as p

er

Com

pani

es

Act 2

013

Rem

ainin

g

Usef

ul li

fe

as on

31/03

/2014

32nd Annual Report

46

Particulars

Note No. 7: Non Current Investments:

Equity Shares of Rupees 10/- each fully paid up, valued at cost

Unquoted Eq. Shares (fully paid up) 0.00 60,00,000.00

- 60,00,000.00

Note No. 8 : Long Term Laons & Advances

(Unsecured, considered good)

(i)Security Deposits 1,25,000.00 2,25,000.00

(ii)Loans (including interest) 7,60,00,000.00 20,82,50,000.00

7,61,25,000.00 20,84,75,000.00

Note No. 9: Current Investments

Equity Shares of Rupees 10/- each fully paid up, valued at cost

Unquoted Eq. Shares (fully paid up) 2,98,50,600.00 58,00,000.00

2,98,50,600.00 58,00,000.00

Note No. 10 : Inventories (Stock in Trade)

Inventories 55,72,600.00 0

55,72,600.00 -

Note No. 11 : Trade receivables

(Unsecured, considered good)

Debts Exceeding Six Months 22,58,487.00 19,40,217.00

Other Debts 5,09,34,600.00 3,18,270.00

5,31,93,087.00 22,58,487.00

Note No. 12 : Cash and cash equivalents

Balance with Schedule Banks (in Current A/c) 2,12,849.02 1,07,641.70

Cash in Hand (As Certified By The Management ) 20,249.00 3,889.00

2,33,098.02 1,11,530.70

Note No. 13 : Short-term loans and advances

(Unsecured, Considered Good)

(i) Loans (including interest) (i) 10,04,85,275.01 -

(ii)Advances (Advance recoverable in cash

or in kind or for value to be received )

Tax Deducted at sources 8,93,939.00 5,87,170.00

Advance Income Tax paid 6,48,665.00 6,48,665.00

Sub Total (ii) 15,42,604.00 12,35,835.00

Total ( i + ii ) 10,20,27,879.01 12,35,835.00

CIN NO. L17122MH1996PLC100018

As at 31st March 2015 As at 31st March 2014

As at 31st March 2014

Amount Particulars


NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH,

2015 AND STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON THAT DATE.

As at 31st March 2015

Amount

32nd Annual Report

47

Note No.14 : Revenue from Operation

(a) Sale of Products 1,14,129.60

Sarees 11,41,29,600.00 -

11,41,29,600.00 -

(b) Interest Income 33,07,402.01 -

(TDS Current Yr. Rs.306769/-, Pre. Yr. Rs.0)

(c) Income from Commodity Market 10,98,236.00 14,23,053.00

(d) Service Charges Received - 1,16,000.00

11,85,35,238.01 15,39,053.00

Note No.15 : Purchase of Stock-in-Trade

Sarees 11,74,05,500.00 -

11,74,05,500.00 -

Note No.16 : Increase/(Decrease)

In Stock-in-Trade

Openinging Stock - -

Less : Closing Stock 55,72,600.00 -

(55,72,600.00) -

Note No.17: Employee benefit expense

Salary & Allowances 11,61,875.00 4,55,000.00

11,61,875.00 4,55,000.00

Note No.18 : Financial Cost

Other Borrowing Costs - -

Interest On Taxes 5,740.00 19,835.00

5,740.00 19,835.00

Note No.19 : Depreciation and Amortization Expenses

Depreciation 59,866.00 9,087.00

59,866.00 9,087.00

Note No.20 : Other expenses

Advertisement Expenses. 58,561.00 12,000.00

Audit Fees 28,090.00 28,090.00

Bank Charges 337.08 2,202.26

Director's Remuneration 3,60,000.00 -

Electricity Expenses 43,325.00 26,450.00

Filing Fees 57,400.00 8,500.00

Legal Charges 74,407.00 4,250.00

Listing And Depository Expenses 2,27,867.00 27,966.00

Miscellaneous Expenses 63,155.00 30,399.00

Office Expenses 42,675.00 -

Printing & Stationery 18,725.00 88,337.00

Professional Fees 88,612.00 1,88,942.60

Rent 3,28,100.00 4,20,000.00

Service Charges - 1,11,236.00

Telephone Expenses 17,459.00 9,683.00

14,08,713.08 9,58,055.86

Note No.21 : Exceptional Items

Merger Expenses - 2,80,900.00

Expenses related to Preferenceial Allotment - 12,36,259.00

- 15,17,159.00

Note No.22 : Current Tax

Tax On Income 12,56,438.00 35,970.00

Add/(Less): Mat Receivable - -

12,56,438.00 35,970.00

For the year ended 31st March 2015 For the year ended 31st March 2014


(FORMERLY KNOWN AS EINS EDUTECH LIMITED)

AND STATEMENT OF PROFIT & LOSSFOR THE YEAR ENDED ON THAT DATE

NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET ASAT 31ST MARCH, 2015

Amount Amount

Particulars

CIN NO. L17122MH1996PLC100018

32nd Annual Report

48

Previous

Reporting

Period

A. Cash Flows from Operating Activities 2014

Net profit before taxation and after extraodinary items 40,66,144 97,075

Adjustments for

Interest Income 0 0

Dividend Income 0 0

Depreciation 59866 9087

Total 59,866 9,087

Opetrating profit before working capital changes 41,26,010 1,06,162

Adjustment for capital changes

Inventories -5572600 0

[Increase]/Decrease in trade receivables -5,09,34,600 -255770

[Increase]/Decrease in short term advances -100792044 532

[Increase]/Decrease in long term advances 13,23,50,000 -17,84,50,000

[Increase]/Decrease in other current assets 0 -5800000

[Increase]/Decrease in trade payables 4,00,13,857 -242500

[Increase]/Decrease in other current Liabilities -4,22,672 596631

Total 1,46,41,941 -18,41,51,107

Cash generated from operations 1,87,67,951 -18,40,44,945

Income Tax paid for the Year -35970 0

Extraordinary Items 0 -35,970 -15,17,159

Net cash from operating activities 1,87,31,981 -18,55,62,104

B. Cash flows from Investmenting activities:

Decrease / (Increase) in Fixed Assets -5,59,814 0

Proceeds from sale of Non Current Investments 60,00,000 4000000

Purchase of Non-Current investments -2,40,50,600 0

Interest received 0 0

Dividend Received 0 0

Net cash from Investmenting activities -1,86,10,414 4000000

C. Cash flows from financing activities:

Proceeds from Issue of Preference Share Capital 0 160350000

Net cash used in financing activities: 0 160350000

Net increase/(-) decrease in cash and cash equivalents 1,21,567 -2,12,12,104

Cash and cash equivalents at the beginning of the period 1,11,531 2,13,23,635

Cash and cash equivalents at the close of the period 2,33,098 1,11,531

1 All figures in brackets are outflow.

2 Previous year's figures have been regrouped wherever neccessary

Sd/-

Place : MUMBAI (RISHI SEKHRI)

PARTNER

Date:28/05/2015 M. No. 126656


CIN NO. L17122MH1996PLC100018

Cash Flow Statement for the year ended March 31, 2015

Particulars INR

Figures for the

Current Reporting Period

Mar-31




2015


Pramod Kumar Gupta

Ramawtar Gupta

Directors


Directors

Sd/-

Sd/-

32nd Annual Report

49



(CIN- L17122MH1996PLC100018)

NOTE NO. 23: Significant Accounting Policies and other Notes on Financial Statements

(Annexed to and forming part of the Balance Sheet as at 31st March, 2015 and the annexed Statement of Profit

& Loss for the year ended on that date.)

I. SIGNIFICANT ACCOUNTING POLICIES:

a) Principle & Practice: The Financial Statements have been prepared under the historical cost convention, in accordance with

generally accepted accounting principles (GAAP) in India, to comply with the Accounting Standards

notified under section 211(3C) of the Companies Act, 1956, which continue to be applicable in respect

of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated September 13,

2013 of the Ministry of Corporate Affairs. The Financial Statements have been prepared under the

historical cost convention and ongoing concern concept. The Accounting policies adopted in the

preparation of financial statements are consistent with those of the previous year.

b) Use of estimates: - The preparation of financial statements in conformity with Indian GAAP requires the management to

make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting year. Although these estimates are based on the management's best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future years.

c) System of Accounting: Generally Mercantile System of Accounting is followed except filing fees and other unascertained

items which have been taken on cash basis.

d) Recognition of Income & Expenses: Items of Income and Expenditure are recognized on accrual basis save as above.

e) Fixed Assets & Depreciation: i) Fixed Assets are stated at historical cost less depreciation provided on WDV method. ii) Depreciation on fixed assets have been provided in the accounts based on the useful life of the

assets and at the rate prescribed in schedule II to the Companies Act, 2013.

f) Current Assets & Liabilities: In the opinion of the Board, all the Assets other than Fixed Assets and Non-Current Investments are

at least approximately of the value stated in the accounts, if realized in the ordinary course of

business, unless otherwise stated. The provision of all the known liabilities are adequate and are not

in excess of the amount considered reasonably necessary by the management.

g) Method of valuation: i) Non-Current Investments in securities are valued at cost. No Provision for diminution in value

of Investments is made as diminution, if any, is temporary.

32nd Annual Report

50

ii) Stock was valued at cost or market value, whichever was lower.

h) Contingent Liabilities & Commitments: Contingent Liabilities are provided in the Accounts on the best judgement basis depending upon the

degree of certainty of the contingency. Commitments are provided on the basis of estimated amount

of and period of occurrence. The balance of both, not provided for, is disclosed by way of notes.

However, there is no known or expected contingent liability or commitment at the year end.

i) Earnings per Share:

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share the net profit or loss for the period attributable to equity shareholders and the weighted average number of equity shares outstanding during the period are adjusted for the effects for all dilutive potential equity shares.

j) Employees Benefits The Company has applied the revised Accounting Standard (AS)-15- employees Benefits notified under the Companies (Accounting Standard) Rules, 2006. (i) Employees Benefits of Short term nature are recognized as expense as and when it accrues. (ii) Long term and post employment benefit is recognized as expense as and when it accrues or is

most likely to accrue in future.

k) Provision for Taxation: Provision for Taxation has been made as per Income Tax Act 1961 and Rules made there under.

l) Recognition of Deferred Tax

The Company recognizes deferred tax assets and liabilities in terms with Accounting Standard 22

issued by the Institute of Chartered Accountants of India on ―Accounting for Taxes on Income‖.

Deferred tax is recognized on timing differences (being the difference between taxable income under

Income Tax Act and Accounting Income) which originate in one period and are capable of reversal

in subsequent period. Deferred Tax Assets over & above Deferred Tax Liabilities are recognized only

if there is reasonable certainly of recouping them against taxable Profit in foreseeable future. All such

assets and liabilities are reviewed on each Balance Sheet date to reflect the changed position.

II. OTHER NOTES ON FINANCIAL STATEMENTS

1. Figures of the previous year has been re-grouped/re-arranged and recasted wherever considered necessary to conform to current year’s grouping and classification.

2. A. RELATED PARTY DISCLOSURE

Disclosures as required by the Accounting Standard 18 " Related Party Disclosures" issued by the

Institute of Chartered Accountants of India.

a. Relationship are given below :-

32nd Annual Report

51

KEY MANAGEMENT PERSONNEL

1. Ramawtar Gupta – Managing Director 2. Pramod Kumar Gupta – Chief Financial Official 3. Shweta Agarwal – Company Secretary

b.Group Company or Company having Common Control: NIL

c. Transaction with related Parties:

d. Amount Outstanding (Payable) as on 31.3.2015 : NIL

3. DEFERRED TAX ASSETS/LIABILITIES:

In accordance with A.S.22-"Accounting for Taxes on Income" issued by the I.C.A.I., the Company has accounted for deferred tax during the year. The Company has no amount of carried forward loss/unabsorbed depreciation under the Income Tax Act at the year end and hence there is no deferred tax asset. It has recognized and accounted for deferred tax liability only. The Components of the recognition is as under:

Deferred Tax Liability (due to difference between W.D.V. of fixed assets as on 31.3.2015

as per I. T. Act and that as per books of accounts Rs. 23,396 @ 30.90%) Rs. 7,229/-

Less: Deferred Tax Assets (there is no carried for business loss

& Unabsorbed Depreciation) Rs. Nil

----------------

NET DEFERRED TAX ASSETS/LIABILITIES Rs.7,229/-

Nature of Transaction Nature of Relations Amount (Rs.)

Salary & Allowance Managing Director 3,60,000

2. B. Earning Per Share 2014-2015 2013-2014

(a) Calculation of Weighted average no. of equity shares of Rs. 1/- each

(Previous Year Rs. 10/- each)

No. of shares at the beginning of the period 1,43,80,000 1,43,80,000

Share issued during the year. Nil Nil

No. of Shares at the close of the period 14,38,00,000 1,43,80,000

Weighted average no. of Equity shares 14,38,00,000 1,43,80,000

during the period

(b) Net Profit for the period attributable to equity shares (in rupees)

28,02,476.93 (14,56,210.00)

(c) Basic & diluted earning (in rupees) per share 0.02 (0.10)

32nd Annual Report

52

4. EMPLOYEES BENEFITS

The Company has applied the revised Accounting Standard (AS)-15- employees Benefits notified

under the Companies (Accounting Standard) Rules, 2006.

A. Short Term Employee Benefits: - All employees’ benefits payable wholly within 12 months of

rendering the service are recognized in the period of service and charged to the Statement of Profit &

Loss.

B. Long Term & Post Employment Benefits:-

(i)No Act relating to Defined Contribution Plans such as Provident Fund, ESI etc. is applicable.

(ii)Defined Gratuity Obligation: - It is provided only if there is a reasonable certainty of staff

continuing the service for minimum eligible period or has completed such period.

There is no present obligation of any post employment benefit including payment of gratuities during

the year. Therefore no actuarial gains or loss arose at the end of the year.

5. Additional information pursuant to the provision of Paragraph ―5‖ of part II of Schedule VI to the Companies Act, 1956:-

a) Details of Items of Exceptional and Extra Ordinary Nature ... NIL

b) Prior period Items … NIL

c) Aggregate of the amounts set aside or proposed to be

set aside to Reserves or Reserves or Provisions or ….NIL

withdrawn from such Reserves or Provisions

d) Value of Imports on C.I.F. basis, Expenditure in Foreign Currency on Account

of Royalty, Know- how, Fees, Interest and other matters and remittance on

account of dividend in foreign currency ….NIL

e) Earning in Foreign Exchange on Export, Royalty, Know-how, Fees, Interest,

Dividend or others … NIL

6. Quantitative information in respect of goods traded during the year are as under:-

Opening Stock Purchases

Qnty Value(Rs) Qnty Value(Rs)

Textiles (pcs) Nil Nil 29,285 11,74,05,500.00

Nil Nil 29,285 11,74,05,500.00

32nd Annual Report

53

NOTES: 1. Previous year's figures are given in the brackets in terms of out report of even date.



Firm‟s Regn. No. 124850W

Sd/- Sd/- Sd/-

(RISHI SEKHRI) Pramod Kumar Gupta Ramawtar Gupta

Partner Director Director

M. No. 126656 DIN: 05300735 DIN:06365578

Place: Mumbai

Date: 28th May, 2015

Sales Closing Stocks

Qnty Value(Rs) Qnty Value(Rs)

Textiles (pcs) (27,839) (11,41,29,600.00) 1,446 55,72,600.00

(27,839) (11,41,29,600.00) 1,446 55,72,600.00

32nd Annual Report

54

Proxy form (Form No. MGT-11)

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

(Management and Administration) Rules, 2014]

CIN: L17122MH1996PLC100018

Name of the company: Aplaya Creations Limited

Registered office: D-112, Crystal Plaza, Infinity Mall, New Link Road, Andheri (W), Mumbai –

400 053

Name of the member (s):

Registered address:

E-mail Id:

Folio No/ Client Id:

DP ID:

I/We, being the member (s) of …………. shares of the above named company, hereby appoint

1. Name:

Address:

E-mail Id:

Signature:

or failing him

2. Name:

Address:

E-mail Id:

Signature:

or failing him

3. Name:

Address:

E-mail Id:

Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 32nd Annual general meeting of the

company, to be held on the 30th day of September, 2015 at 12:30 p.m. at D-112, Crystal Plaza, Opp. Infinity Mall, New Link

Road, Andheri (W), Mumbai – 400 053 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution

No.

Resolution

1. Adoption of Audited Financial Statements for the F.Y. 2014 - 2015

2. Re-appointment of Mr. Pramod Gupta as a Director, who retires by rotation.

3. Ratification of Appointment of M/s. AGARWAL DESAI & SHAH as Statutory Auditor of the

Company for the Financial year 2015-2016.

Signed this…… day of……… 20….

Signature of shareholder :………………………………….

Signature of Proxy holder(s) :………………………………….

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the

Company, not less than 48 hours before the commencement of the Meeting.

Affix

Revenue

Stamp

32nd Annual Report

55


(CIN : L17122MH1996PLC100018)

D-112, Crystal Plaza, Opp. Infinity Mall, New Link Road, Andheri (W), Mumbai – 400 053

ATTENDANCE SLIP

Name of the Shareholder :……………………………………………………….

Joint Holder 1 :……………………………………………………….

Joint Holder 2 :……………………………………………………….

Registered address of the Shareholder :……………………………………………………….

:……………………………………………………….

Name of the Proxy / Representative :……………………………………………………….

I/We hereby record my/our presence at the 32nd Annual General Meeting of the Company to be held at

D-112, Crystal Plaza, Opp. Infinity Mall New Link Road, Andheri (W), Mumbai – 400053 on 30th

September, 2015 at 12.30 P.M.

Signature of the Share Holder/Proxy: ................................

NOTES : 1) Please complete the Folio/ DP ID-Client ID No. and name of the Member/ Proxy,sign this

Attendance Slip and hand it over, duly signed, at the entrance of the Meeting Hall.

2) Shareholder/ Proxy holder desiring to attend the meeting should bring his/her copy of the

Annual Report for reference at the meeting.

DP ID:

Folio No.:

Client ID:

No. of Shares:

32nd Annual Report

56

POLLING PAPER

(Form No. MGT-12)

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

(Management and Administration) Rules, 2014]

CIN : L17122MH1996PLC100018

NAME OF THE COMPANY : APLAYA CREATIONS LIMITED

REGD. OFFICE : D-112, CRYSTAL PLAZA, OPP. INFINITY MALL, NEW LINK ROAD,

ANDHERI (W), MUMBAI – 400 053

BALLOT PAPER

Sr.

No.

Particulars

Details

1 Name of the First Named Shareholders

(in Block letters)

2 Postal Address

3 Registered folio No. /*Client ID No.

(*Applicable to investors holding shares

in dematerialized form)

4 Class of Share

I hereby exercise my vote in respect of Ordinary resolution enumerated below by recording my assent or

dissent to the said resolution in the following manner:

Sr.

No.

Item No. of shares

held by me

I assent to

the resolution

I dissent to the

resolution.

1. Adoption of Audited Financial

Statements for the F.Y. 2014 - 2015

2. Re-appointment of Mr. Pramod

Gupta as a Director, who retires by

rotation.

3. Ratification of Appointment of

M/s. AGARWAL DESAI & SHAH

as Statutory Auditor of the

Company for the Financial year

2015-2016.

Place:

Date: (Signature of the shareholder)

32nd Annual Report

57

Book Post

NAME AND COMPLETE POSTAL ADDRESS

If undelivered please return to:


D-112, Crystal Plaza, Opp. Infinity Mall,

New Link Road, Andheri (W), Mumbai – 400 053

Tel. No. 022 – 40045341

E-Mail Id :– [email protected]

Website: www.einsedutechltd.com



(formerly known as eins edutech limited) are requested to send a certified copy of the board...

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