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Amco India Ltd.

BSE: 530133 Sector: Industrials
NSE: N.A. ISIN Code: INE924B01011
BSE LIVE 15:14 | 08 Dec 17.15 0.75
(4.57%)
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17.15

HIGH

17.15

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17.15

NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 17.15
PREVIOUS CLOSE 16.40
VOLUME 491
52-Week high 23.35
52-Week low 13.05
P/E 12.80
Mkt Cap.(Rs cr) 7.05
Buy Price 17.15
Buy Qty 209.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.15
CLOSE 16.40
VOLUME 491
52-Week high 23.35
52-Week low 13.05
P/E 12.80
Mkt Cap.(Rs cr) 7.05
Buy Price 17.15
Buy Qty 209.00
Sell Price 0.00
Sell Qty 0.00

Amco India Ltd. (AMCOINDIA) - Director Report

Company director report

TO THE MEMBERS

The Directors have pleasure in presenting the 28th Annual Report on the performance ofthe Company for the Financial Year ended 31st March 2015.

1. STATEMENT OF COMPANY'S AFFAIRS:

i. Financial Summary:

The performance of the Company for the financial year ended 31 March 2015 issummarized below:

(Rupees in Lacs)
Particulars 2014-2015 2013-2014
Gross Income 5814.86 6157.27
Gross Profit after interest but before
depreciation & taxation & Exceptional items (55.74) (171.74)
Depreciation 168.03 105.72
Profit before Exceptional Items & Tax (112.29) (277.46)
Exceptional Item
Net Profit before Taxation (112.29) (277.46)
Tax Expenses
Tax adjustments for earlier year 6.00 (0.00)
Provision for Taxation 0.00 43.11
Deferred Tax 15.34 12.60
Net Profit after Tax (90.94) (333.17)

ii. Performance Review:

The Financial Year 2014-15 although was less favorable for the Company due to recessionin business and the Company has witnessed the downfall in its gross income figure fromRs. 6157.27 lacs in the previous financial year to Rs. 5814.86 lacs during this financialyear. In addition to this the Company has suffered the losses of Rs. 90.94 Lacs ascompared to the loss of Rs. 333.17 Lacs during the previous year. Your Director's arehopeful of better performance in the near future.

iii. Transfer to Reserves:

As the Company had suffered losses in the financial year under review the Company hasnot transferred any amount to Reserves and Surplus of the Company during the year underreview and no amount is presently proposed to be carried to the reserves.

iv. Dividend:

Due to operating losses Board has not recommended the dividend on the equity shares ofthe Company for the financial year ended 31st March 2015.

v. Revision of Financial Statements or Board's report:

The Board of Directors of the Company has not revised the Financial Statements andBoard's report of the financial year under review.

vi. Material changes and commitments subsequent to the Balance sheet:

The appointment of Mr. Ankit Aggarwal and Mr. Kanwal Kumar was ratified by theshareholders of the Company by the means of postal ballot dated 1 May 2015 who wereappointed as an additional Independent Non-Executive Directors of the Company by the Boardw.e.f 25 March 2015. Further Mr. Dharam Pal Aggarwal an existing Independent directorwas appointed as an Independent Non-Executive Director w.e.f 25 March 2015 in accordancewith the provision of Companies Act 2013 and his appointment was ratified by theshareholders through postal ballot dated 1 May 2015.

vii. Key changes in the Nature of business:

There were not any key changes in the nature of the business during the year underreview.

viii. Operations and Future Outlook during the year :

The Financial year 2014-15 witnessed the downfall in the business and the Amco's marketshare has fallen because of stiff competition in the market. It has been observed duringthe year that the entry of some large scale industries have spoiled the market by creatingthe abundance of supplies with no increase in actual demand of the product. However theCompany is now trying to change its market strategy and the improvements were seen duringthe year. The gross sales of the Company have increased and there has been reduction inthe losses. The Company is in the process of bringing in better technology & expandingits areas of operation and hopeful of good results in the near future.

2. DIRECTORS:

i. Meetings of the Board:

The Board met five (5) times during the Financial Year 2014-15 in respect of thosemeetings proper notices were given and the proceedings were properly recorded. Theintervening gap between any two meetings was within the period prescribed under CompaniesAct 2013 and Listing Agreement on Corporate Governance. For further details regardingnumber of meetings of the Board and its committees please refer Corporate GovernanceReport annexed to the Annual Report.

ii. Changes in Board of Directors:

a. Inductions:

Women Director: Ms. Vidhu Gupta was appointed as an Additional Director of theCompany by the Board of Directors w.e.f 30 July 2014 and her appointment was laterratified as Whole Time Director in the Annual General Meeting held on 24 September 2014for the Financial Year 2013-14.

Independent Non Executive Directors: Mr. Ankit Aggarwal & Mr. Kanwal Kumar wereappointed as additional directors in the capacity of the Independent Non ExecutiveDirector w.e.f 25 March 2015 and their appointment was ratified by the shareholders intheir meeting called through postal ballot on 1 May 2015. Further the appointment of Mr.Dharam Pal Aggarwal the existing director of the Company as an Independent Non ExecutiveDirector as per the provisions of the Companies Act 2013 was ratified by shareholders on1 May 2015 by postal ballot.

b. Resignations:

During the year under review Mr. Rakesh Gupta and Mr. Neeraj Gupta Non –Executive Independent Directors resigned from the directorship of the Company w.e.f 25March 2015 owing to some unavoidable reasons.

iii. Declaration by Independent Directors:

The Company has received necessary declaration from each of the Independent Directorsunder Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and under Clause 49 ofthe Listing Agreement on Corporate Governance.

iv. Training of Independent Directors:

The Company has adopted a Training Policy for training of Independent Directors whichinter-alia includes the various familiarisation programmes in respect of their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company etc. Further the same is also taken care duringthe various strategy meets of the Company and different presentations in theBoard/Committee meetings on the statutory Laws. The details of such familiarizationprogrammes/Training Policy have also been posted on the website of the Company atwww.amcoindialimited.com.

v. Separate Meeting of Independent Directors:

The Independent Directors were fully kept informed of the Company's activities in allits spheres. During the year under review a separate meeting of Independent Directors washeld on 27 February 2015 and the IDs reviewed the performance of: i. Non – IDs viz.Mr. Surender Kumar Gupta Managing Director Mr. Rajeev Gupta Whole – Time Director& Chief Financial Officer and Mrs. Vidhu Gupta Woman Director and ii. The Board as awhole.

The Independent Directors also reviewed the performance of Chairman of the Company.

They also assessed the quality quantity and timeliness of flow of information betweenthe Company's management and the Board that are necessary for the Board to effectively andreasonably perform their duties.

vi. Key Managerial Personnel (KMPs):

Mr. Rajeev Gupta Whole – Time Director was assigned an additional charge of ChiefFinancial Officer of the Company thus designated as Whole Time Key Managerial Personnelof the Company. Mr. Surender Kumar Gupta Managing Director and Ms. Aayushi Gupta CompanySecretary were designated as 'Whole Time Key Managerial Personnel of the Company in termsof Section 203 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

vii. Performance Evaluation Criteria:

The Clause 49 of the Listing Agreement mandated that the Board shall monitor or reviewBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its performance and that of Committees and of theDirectors. The Schedule IV of the Companies Act 2013 states that the performanceevaluation of the Independent Directors shall also be done by the entire Board ofDirectors excluding the Director being evaluated.

The evaluation of all the directors and the Board as the whole was conducted based onthe criteria and framework adopted by the Board. The Board works with the Nomination &Remuneration committee to lay down the evaluation criteria for the performance ofexecutive/non-executive/independent directors through a peer evaluation excluding theDirector being evaluated through the Board efficiency survey.

The Board's functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities Board structure and compositionestablishment and delineation of responsibilities to various Committees effectiveness ofBoard processes information and functioning information flow relationship with thestakeholders Company's performance & Company strategies.

The Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/ support to the management outside Board/ CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members and motivating and providing guidance to the Managing Director & CEO.

The areas on which the Committees of the Board were assessed included degree offulfillment of key responsibilities adequacy of Committee composition and effectivenessof meetings.

The performance evaluation of the Independent Directors was carried out on the basis ofthe three key roles of the Independent Directors - governance control & guidance.Some performance indicators bases upon which the independent directors were evaluated are:

i. Ability to contribute to corporate governance practices of the Company; ii. Activeparticipation in long term strategic planning; iii. Commitment to the fulfillment ofdirectors' obligations & fiduciary responsibility; iv. Participation in Board andcommittee meetings.

The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of the Board asa whole.

viii. Policy for Appointment of Directors & Remuneration:

The policy of the Company for the appointment of Directors in place of one resigning orretiring or for some new introduction to the Board of Directors of the Company anddetermining the remuneration can be viewed at the website of the Company atwww.amcoindialimited.com. The policy relating to the appointment and remuneration ofdirectors comes under the functional area of Nomination & Remuneration Committee ofthe Company. The policy is concerned with the identification ascertainment of theintegrity qualification expertise and experience having regard to the skills of thecandidate that is to be brought to the Board/Company.

ix. Directors' Responsibility Statement:

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed that: a) in thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanation relating to material departures; b) the Directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for that period; c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) the Directors had prepared the annual accounts on a 'goingconcern' basis; and e) the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively. f) the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

3. BOARD COMMITTEES & RELATED INFORMATION:

a. AUDIT COMMITTEE:

Audit Committee Composition:

The existing scope of the Audit Committee was revised and Charter of Audit Committeewas approved in line with the provisions of the Companies Act 2013 and amended provisionsof the Listing Agreement during the year.

The Audit Committee was re-constituted by the Board of Directors of the Company on 25March 2015 on account of change in Directorship of the Company. The present Committee ason the date of Corporate Governance Report is:

1. Sh. Neeraj Gupta ceased to member & Chairman w.e.f 25.03.2015.

2. Sh. Dharam Pal Aggarwal an existing member was appointed as the Chairman w.e.f25.03.2015.

3. Mr. Kanwal Kumar was inducted as a member w.e.f 25.03.2015.

4. Sh. Rajeev Gupta continued to be the member of the Committee.

Recommendations of Audit Committee not accepted by the Board:

The recommendations made by the Audit committee during the year under review wereaccepted by the Board.

Vigil Mechanism (Whistle Blower Policy):

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the Audit Committee inexceptional cases. We further affirm that no employee has been denied access of the AuditCommittee during financial year 2014-15. The policy is placed on the website of theCompany at www.amcoindialimited.com.

b. NOMINATION AND REMUNERATION COMMITTEE: Nomination & Remuneration CommitteePolicy:

The Nomination and Remuneration Committee of Directors (NRC) reviews the composition ofthe Board to ensure that there is an appropriate mix of abilities experience anddiversity to serve the interests of all shareholders and the Company. The policy of theNomination & Remuneration Committee is based on the following: i. to follow theprocess of appointment of Director / KMPs when a vacancy arises or is expected the NRCwill identify ascertain the integrity qualification appropriate expertise andexperience having regard to the skills that the candidate will bring to the Board /Company; ii. to decide whether qualification expertise and experience possessed by aperson are sufficient / satisfactory for the concerned position; iii. to determine thelevel & composition of remuneration which is reasonable & sufficient to attractretain & motivate directors to run the Company successfully; iv. to ensure therelationship of remuneration with the performance; v. to ensure that any person(s) who is/are appointed or continues as KMP's or Independent directors shall comply with theconditions laid under the provisions of the Companies Act 2013 & Listing Agreement;vi. to specify time period within which the employee shall exercise the vested options inthe event of termination or resignation of an employee.

The detailed policy of the Nomination & Remuneration Committee is uploaded on thewebsite of the Company at www.amcoindialimited.com.

c. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee basically considers the following: i. toconsider and resolve the grievances of the security holders of the Company includingcomplaints related to transfer of shares non receipt of annual report non receipt ofdeclared dividends etc. ii. to set forth the policies relating to and to oversee theimplementation of the Code of Conduct for Prevention of Insider Trading and to review theconcerns received under the Code of Conduct.

The Company has adopted the Code of Conduct for Prevention of Insider Trading underthe SEBI (Prohibition of Insider Trading) Regulations. The Code lays down guidelines forprocedures to be followed and disclosures to be made while dealing with the shares of theCompany. The Company has also adopted the Code of Corporate Disclosure Practices forensuring timely and adequate disclosure of Price Sensitive Information as required underthe Regulations.

4. CORPORATE GOVERNANCE:

Your Company is committed to bind itself with good Corporate Governance standards. Ithas put in place an effective Corporate Governance System which ensures that theprovisions of Clause 49 of the Listing Agreement with Stock Exchanges are duly compliedwith. A Corporate Governance Report MDA Report together with the Certificate from theAuditors of the Company regarding compliance of conditions of Corporate Governance hadbeen made a part of the Annual Report. The Management Discussion and Analysis Report isannexed to the Board report as ANNEXURE I.

The Company has a proper mix of Executive and Non – Executive Directors on Boardand a Women Director and Independent Directors appointed pursuant

to the provisions of Companies Act 2013 and Listing Agreement.

The Company has framed a Code of Conduct for all its Board Members and seniorManagement Personnel of the Company who have affirmed compliance thereto. The said code ofconduct has been posted on the Company's website. The Declaration to this effect signed bythe Chairman & Managing Director is made part of the Annual Report.

5. RISK MANAGEMENT POLICY:

The Company's Risk Management Policy with a robust supporting risk management frameworkfacilitates identification and assessment of new risks and review of presently identifiedrisks. The process is based on identified risks and the risk events or factors whichrequire regular assessment and quick response. Based on the probability & impact ofthe risk the requisite controls and action plans have been designed and implemented.

The Key Risk Indicators (KRIs) have been identified to measure the adequacyeffectiveness and efficiency of these controls and action plans.

The objective of risk management in the Company is to act as an enabler in maintainingits knowledge edge sustaining and expanding the business being competitive and ensuringexecution of projects within budgeted cost and time resulting in improved turnover andprofitability. The Risk Management Policy of the Company can be viewed at the website ofthe Company at www.amcoindialimited.com.

6. AUDITORS: a. Stautory Auditors:

M/s V.V. Kale & Co. Chartered Accountants Auditors of the company retire at theconclusion of forthcoming Annual General Meeting and are being eligible for re –appointment. Pursuant to provisions of Section 139 of the Companies Act 2013 and therules framed there under it is proposed to ratify the appointment of M/s V.V. Kale &Co. as Statutory Auditors of the Company from the conclusion of forthcoming AnnualGeneral Meeting till the conclusion of next Annual General Meeting of the Company.

i. Board's explanation and Comments:

The Notes on Accounts read with the Auditors Report are self explanatory and thereforedo not require any further comments or explanations as the Auditor's Report given byauditors of the Company doesn't contain any qualification reservation or adverse remarks.

ii. Certificate from the Auditor:

The Company has obtained the certificate from the Auditors of the Company regardingcompliance of the conditions of the Corporate Governance and is annexed to the Director'sReport as ANNEXURE II.

b. Cost Auditors:

In terms of Cost Audit Order No. 52/26/CAB-2010 dated 06th November 2012 issued by theCentral Government through the Cost Audit Branch of the Ministry of Corporate Affairs andpursuant to the provisions of section 224(1B) read with section 233B of the Companies Act1956 M/s. Chandra Sharma & Co. Cost Accountants were appointed as the cost auditorsof the Company for the year ending 31st March 2015.

However as per Companies (Cost Records and Audit) Rules 2014 issued by the Ministryof Corporate Affairs on 13 June 2014 the provisions of Cost Audit and maintenance of Costrecords are not applicable on the Company.

c. Internal Auditors:

In compliance with Section 138 of Companies Act 2013 read with Rule 13 of Companies(Accounts) Rules 2014 Mr. Anil Maheshwari Chartered Accountants has been appointed asInternal Auditors of the Company to conduct Internal Audit for the Financial Year 2014-15.

d. Secretarial Auditors:

In compliance with the provisions of the Section 204 of Companies Act 2013 M/s. AnilSingh & Associates Practising Company Secretaries has been appointed as SecretarialAuditors of the Company by the Board of Directors to conduct Secretarial Audit for theFinancial Year 2014-15.

i. Secretarial Audit & Report thereupon:

The Secretarial Audit Report as required under Section 204 of the Companies Act 2013for the financial year 2014-15 is annexed to this Report as Annexure III.

ii. Board's explanation and Comments:

The Secretarial Audit report does not require any further comments or explanations asit does not contain any qualification reservation or adverse remark.

7. MANAGERIAL REMUNERATION: a. Remuneration to Directors:

The remuneration paid by the Company to its Managing Director & Whole TimeDirectors is as per the terms of their appointment. The details of the same are enumeratedbelow. No sitting fee is paid by the Company to the Non-executive directors. Also TheNon-Executive directors are not holding any shares in the Company.

The details of remuneration paid to Managing Director/Whole Time Directors for thefinancial year ended 31 March 2015. (in. Rs.)

Name Salary (Total) (P.a.) Service Contract Details
Rajeev Gupta 1800000/- Perquisites: Reimbursement of Medical expenses by the Company
WTD & CFO Leave Travel Concession & Club Membership to be paid by the Company. Other Benefits : free use of Company's Car for office & personal work alongwith the driver.
Telephone at residence at Company's Cost. Reimbursement of entertainment expenses incurred for the Company's business.
Surender Kumar Gupta CMD 2400000/- (Presently paid Rs. 1200000/-) Perquisites: Reimbursement of Medical expenses by the Company Leave Travel Concession & Club Membership to be paid by the Company. Other Benefits : free use of Company's Car for office & personal work alongwith the driver.
Telephone at residence at Company's Cost. Reimbursement of entertainment expenses incurred for the Company's business.
Vidhu Gupta 240000/-
WTD (Presently paid Zero sum)

• Mr. Surender Kumar Gupta Chairman & Managing Director of the Company hasforegone half of his salary i.e the sum of Rs. 1200000/- due to recurring losses in theCompany.

• Ms. Vidhu Gupta Whole Time Director has foregone her entire salary due torecurring losses in the Company. b. The information required under Section 197 (12)of the Companies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 relating to the ratio of the remuneration of each Director to themedian employee's remuneration is annexed to this report as

ANNEXURE IV.

8. EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of Section 92 (3) of the Act read with Companies(Management and Administration) Rules 2014 the extract of Annual Return in form MGT.9 isannexed to this report as ANNEXURE V.

9. JOINT VENTURES:

M/s. Amco India Limited has entered into a Memorandum of Understanding with M/s. KrishInfrastructures Private Limited for construction and development of Housing Projects inthe Profit Sharing Ratio of 60:40 respectively between M/s. Krish Infrastructures PrivateLimited and M/s. Amco India Limited currently the flats are under construction stage andthe Company will not be able to fetch any profit before a year or so.

10. PARTICULARS OF EMPLOYEES:

As per the information required under Section 197(12) of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 nodisclosure is required to be made as no employee is receiving salary exceeding Rs.500000 per month or Rs. 6000000 per annum.

11. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The disclosure under Section 134(3)(m) of the Companies Act 2013 read with Companies(Accounts) Rules 2014 relating to foregoing matters are as follows.

a. Conservation of Energy: i. Steps Taken or Impact on Conservation of Energy:

In the past few years the Company has tried to improve energy efficiency significantlyby various measures. Steps taken to conserve energy include:

• At its plants the Company has carried out various actions to optimize energyconsumption and reduce losses.

• The periodical reviews conducted at plants have given a number of actionableideas which are being implemented to conserve energy.

• Energy efficient motors are being installed in order to optimize use of power.

• In its plants and offices the Company has replaced conventional light fixtureswith energy efficient fixtures such as LED lights and tubes.

ii. Steps taken by the Company for utilizing alternate sources of Energy:

The Company is planning to take steps for utilizing alternate sources of energyincluding installation of solar light panel system for street lights and other such systemat its Plants.

iii. Capital Investment on Energy Conservation Equipments:

During the year under review the Company has made capital investment on energyconservation equipments. The equipment in which investment was made includes energyefficient motors and LED lights.

b. Technology Absorption:

i. Efforts made towards Technology Absorption:

The Company has neither entered into any technical collaboration with any foreigncountry nor imported any technology from any foreign country or organization.

ii. Benefits derived like product improvement cost reduction product development orimport substitution:

Not applicable.

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):

The Company has not imported any technology during the previous three financial years.

iv. Expenditure incurred on Research and Development:

No Research & Development work has been carried out by the Company during the yearunder review and therefore is no expenditure on this head.

c. Foreign Exchange Earning & Outgo:

PARTICULARS 2014-15 2013-14
Foreign Exchange Earning 50.71 32.34
Foreign Exchange Outgo 1.30 4.44

12. PUBLIC DEPOSITS:

During the year under review the Company has not invited/accepted any deposits fromthe public with in the meaning of Companies Act 2013 and rules made there under.

13. LOANS GUARANTEE & INVESTMENTS:

The details of loans & advances given by the Company during the financial yearunder review can be viewed in respective notes to the Balance Sheet.

14. CONTRACTS & ARRANGEMENTS WITH RELATED PARTY:

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were on an arm's length basis. During the year the Company hadnot entered into any contract / arrangement / transaction with related parties which couldbe considered material in accordance with the policy of the Company on materiality ofrelated party transactions.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.amcoindialimited.com.

The details of the transactions with Related Parties are provided in the Form No. AOC 2as annexed to this report as ANNEXURE VI.

16. INTERNAL CONTROLS SYSYTEMS:

The Company's internal audit systems are geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective ofefficient conduct of operations through adherence to the Company's policies identifyingareas of improvement evaluating the reliability of Financial Statements ensuringcompliances with applicable laws and regulations and safeguarding of assets fromunauthorized use. The details of the internal controls system are given in the ManagementDiscussion and Analysis Report which forms part of the Directors' Report.

17. SHARE CAPITAL:

The Company has only one kind of shares i.e. Equity shares with same voting rights. TheAuthorised Share capital of the Company is Rs. 75000000/- divided into 7500000 sharesof Rs. 10/-each. The Paid up share capital of the company is Rs. 41100000/- dividedinto 4110000 equity shares of Rs. 10/- each.

a. Sweat Equity shares:

The Company has not issued any sweat equity shares during the financial year underreview.

b. Issue of further Share Capital:

The Company has not issued any further shares during the financial year under review.

c. Buy back of Shares:

During the year under review the Company has not made any offer to buy back itsshares.

18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The Company has notreceived any complaint of sexual harassment during the financial year 2014-15.

19. INDUSTRIAL RELATIONS:

The relation with the employees continues to be peaceful and cordial throughout theyear. Your Board believes that trained and motivated people determine the futureaugmentation of the Company. Your Board places on record appreciation for the efforts andenthusiasm shown by employees at all levels.

20. ACKNOWLEDGEMENTS:

It is our strong belief that caring for our business constituents has ensured oursuccess in the past and will do so in future. Your Directors would like to acknowledge andplace on record their sincere appreciation on the co-operation and assistance extended bythe various Government Authorities Company's Bankers etc. The Directors convey theirsincere thanks for the continued support given to the company by the esteemed shareholdersand valued customers. The Directors also recognize and appreciate the dedication and hardwork put in by the employees at all levels and their continued contribution to itsprogress.

By Order of the Board of Directors
For AMCO INDIA LIMITED
SD/- SD/-
S. K. GUPTA RAJEEV GUPTA
Chairman & Managing Director WT Director cum CFO
Date : 30-07-2015 DIN : 00026609 DIN : 00025410
C-53/54 Sector-57 C-53/54 Sector-57
Place : Noida U.P. Noida U.P.-201307 Noida U.P.-201307

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