Your Directors are pleased to present the 33rd Annual Report together withaudited accounts for the financial year ended 31st March 2016.
The financial performance of the Company for the financial year ended 31stMarch 2016 is summarized below:
| || |
(Rs. in Lakhs)
|Particulars ||Financial Year 2015-16 ||Financial Year 2014-15 |
|Revenue from Operations (net of excise duty) ||17126.52 ||17170.58 |
|Other Income ||33.33 ||47.26 |
|Total ||17159.85 ||17217.84 |
|Profit from operations before Financial Costs ||2557.24 ||2614.36 |
|Depreciation Exceptional Items & Tax Expenses || || |
|Financial Costs ||952.59 ||960.20 |
|Profit before Depreciation Exceptional Item & Taxation ||1604.65 ||1654.16 |
|Depreciation ||1188.40 ||1134.53 |
|Profit before Exceptional Items and Tax ||416.24 ||519.63 |
|Expenses || || |
|Exceptional Items ||22.09 ||167.20 |
|Profit before Tax ||438.34 ||686.83 |
|Less: Tax Expenses ||169.40 ||150.29 |
|Net Profit for the year / Amount available for || || |
|Appropriation ||268.93 ||536.54 |
|Appropriations: || || |
|General Reserve ||Nil ||Nil |
|Dividend on Equity Shares ||95.83 ||172.50 |
|Tax on Dividend ||20.14 ||34.49 |
|Balance Carried to Balance Sheet ||152.96 ||329.55 |
|TOTAL ||268.93 ||536.54 |
During the year under review your Company registered total revenue of Rs. 17126.52 lakhas compared to previous years revenue of Rs. 17217.84 lakhs a minor de-growth of0.53% over the previous year. The Net Profit is at Rs.268.93 lakh as compared to Rs.536.54lakh in the previous year a decrease of 49% from previous year.
During the year under review there is a decrease in profit before tax and exceptionalitems of 19% against last year which is mainly due to decrease in volume of crown caps andCSD closures. However this was marginally set off by increase in volume in PET Preforms.The sales of crowns gone down by 8.77% and Closures by 13.12% lower than last year. Thereis a increase in sale of PET Preform of around 24.53 % by which overall turnover of theCompany became at almost at a single step with last year.
Real Estate Business
The company through its related company AMD Estates & Developers Private Limitedis developing a Commercial Complex at Sector-114 Gurgaon Haryana in collaboration withVSR Infratech Private Limited New Delhi. Since growth in the real estate market of thecountry has been stagnant the development of this project has slowed down considerably.During the year under review the company has received revenue of Rs.12.83 lakhs from thisproject.
The company is exploring opportunities to expand its business in other geographies ofthe country.
Your Directors are pleased to recommend a dividend of Re. 0.50 (Fifty Paise Only) perequity share of face value of Rs.10/- each for the financial year 2015-16.
During the financial year 2015-16 your Company has not invited or accepted anydeposits from the public within the meaning of provisions of Section 73 of the CompaniesAct 2013.
Board Directors and Key Managerial Personnel
Your Companys Board has an optimum combination of Executive Non-executive andIndependent Directors with one woman Director as per the requirements of Regulation 17 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (SEBIListing Regulations). The composition of the Board and the Independent Directors ofthe Company meet all the criteria mandated by SEBI Listing Regulations 2015 and theCompanies Act 2013.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Ashok Gupta Whole-time Director of the Company will retire by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forre-appointment. The Board has recommended necessary resolutions for revision/restructuringof remuneration of Mr. Ashok Gupta Whole Time Director and Mr. Adit Gupta as a ManagingDirector and the same was approved by the Shareholder in their Annual General Meeting 2015which is subject to approval of Central Government.
In Annual General Meeting dated 26.09.2014 Shareholders appointed Ms. Shubha Singh asan Independent Director for a term of two years which would expire on 26.09.2016. As perthe provisions of section 149 of the Companies Act 2013 being a listed Company there isa requirement of Woman Director So looking into the performance of Ms. Shubha Singh theBoard of Directors of the Company proposed for her re-appointment for another term of fiveyears.
The Company has received necessary declarations from each of the Independent Directorsunder section 149(7) of the Companies Act 2013 that he/she meets the criteria of theindependence as laid down in section 149(6) of the Companies Act 2013 and Clause 49 andRegulation 16(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015..
The details of programs for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at the link: http://amdindustries.com/Familiarisation%20Programme%20for%20Independent%20 Directors.pdf.
Mr. Prakash Chandra Prusty has due to some personal reasons resigned from the post ofthe Company Secretary Compliance Officer and Key Managerial Personnel of the Company witheffect from 06.01.2016 and no Company Secretary and Compliance Officer was appointed inthe reporting financial year.
Policy on directors appointment and remuneration
The Board has constituted a Nomination & Remuneration Committee for formulating thecriteria for determining qualifications positive attributes and independence of adirector identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in Nomination & Remuneration policy and to recommend to the Boardappointment and removal of Director KMP and Senior Management Personnel. The objective ofthe Nomination & Remuneration Policy is also to set out the principles governing theCompanys Remuneration systems in organizational guidelines. The Nomination andRemuneration Policy of the Company is attached herewith as Annexure I.
The Company has adopted a Performance Evaluation Policy for evaluation of performanceof Independent Directors Board Committees and other individual Directors (non-executivedirectors and executive directors). On the basis of this Policy a process of evaluation isbeing followed by the Board for evaluation of its own performance and that of itsCommittees and individual Directors.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of a questionnaire on board governance and performance issues.Individual directors met with the Chairman of the Company to discuss their responses.
The performance of the committees was evaluated by the Board after getting anevaluation report from the members of each committee which evaluates the performance ofthe Committee against its stated objectives and responsibilities effectiveness ofcommittee meetings etc. during the year.
The Board reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings committed to the Companys values beliefs andethics etc. In addition the Chairman was also evaluated on the key aspects of his role.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
b) the directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312016 and of the profit ofthe Company for the year ended on that date;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors have prepared the annual accounts on a going concernbasis;
e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Auditors and Auditors Report
The Statutory Auditors of the Company M/s. Suresh & Associates (FRN:003316N)Chartered Accountants New Delhi will retire at the ensuing Annual General Meeting andhave confirmed their eligibility and willingness to accept office of Statutory Auditors ofthe Company if re-appointed.
The financial statements as referred to in the Auditors Report are selfexplanatory and therefore do not require further comments and explanations. TheAuditors Report does not contain any qualification reservation or adverse remark.
Referring notification of Ministry of Corporate Affairs Government of India dated 31stDecember 2014 with respect to applicability of Companies (Cost Records and Audit)Amendment Rules 2014 your company is not required to get its cost records audited andthus did not proceed towards conducting Audit of Cost Audit for the financial year2015-16.
M/s AGG & Associates Company Secretaries New Delhi was appointed to conductSecretarial Audit for the financial year 2015-16 as required under section 204 of theCompanies Act 2013 and rules there under. The Secretarial Audit Report issued by M/s AGG& Associates is forms part of the Annual Report as Annexure-II. It does not containany qualification reservation or adverse remark.
Associate/ Joint Venture/ Subsidiary Companies
The company has no associate/ joint venture and subsidiary companies during thefinancial year under review.
The policy for determining material subsidiaries as approved by the Board may beaccessed on the Companys website at the link: http://amdindustries.com/Policy%20on%20Material%20Subsidiary.pdf.
Corporate Governance is about maximizing shareholder value legally ethically andsustainably. At AMD the goal of corporate governance is to ensure fairness for everystakeholder. We believe sound corporate governance is critical to enhance and retaininvestor trust. We always seeks to ensure that our performance is driven by integrity. OurBoard exercises its fiduciary responsibilities in the widest sense of term. We alsoendeavor to enhance long- term shareholder value and respect minority rights in all ourbusiness decisions.
Our Corporate governance report for fiscal 2016 forms part of this Annual Report.
Corporate Social Responsibility (CSR)
The Corporate Social Responsibility Committee (CSR Committee) has formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board. TheCSR Policy may be accessed on the Companys website at the link:http://amdindustries.com/Corporate%20 Social%20Responibility%20Policy.pdf
During the year in compliance with CSR provisions Company has spent Rs. 14.72 lakhson CSR activities. The brief contents of CSR policy is given in the Annual Report on CSRactivities is annexed herewith as Annexure III.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
Meetings of the Board
The Board met four times during the financial year the details of which are given inthe Corporate Governance Report. The maximum interval between any two meetings did notexceed 120 days as prescribed in the Companies Act 2013.
Currently the Board has five Committees: the Audit Committee the Nomination andRemuneration Committee the Management Committee the Stakeholder Relationship Committee.A detailed note on the composition of the Board and its Committees is provided in theCorporate Governance Report section of this Annual Report.
Particulars of Loans given Investments made Guarantees given and Securities provided
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statements.
Contracts and Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the financialyear under review with related parties were in the ordinary course of business and atarms length basis. During the year the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.
The Company has a Policy on materiality of and dealing with Related Party Transactionsas approved by the Board which is available at its: http://amdindustries.com/Policy%20on%20Related%20Party%20Transactions.pdf
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure IV to this Report.
Vigil Mechanism/Whistle Blower policy
The Vigil Mechanism/Whistle Blower Policy of the Company aims to provide an avenue fordirectors and employees to raise concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentation of any financial statements and reportsunethical behavior violation of Code of Conduct etc. This policy also aims to create anenvironment where individuals feel free and secure to raise the alarm where they see aproblem. It also ensures that whistleblowers are protected from retribution whetherwithin or outside the organization.
The Policy on vigil mechanism/whistle blower policy may be accessed on theCompanys website at: http://amdindustries.com/Whistle%20Blower%20Policy%20-%20Vigil%20Mechanism.pdf
Particulars of Employees and related disclosures
Particulars of Employees and related disclosures in terms of the provisions of Section197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith as Annexure V to this Report.
Risk is an integral and unavoidable component of business and your company is committedto managing the risk in a proactive and effective manner. In todays challenging andcompetitive environment strategies for mitigating inherent risks in accomplishing thegrowth plans of the Company are imperative. The common risks inter alia are: Regulationscompetition Business risk Technology obsolescence Investments retention of talent andexpansion of facilities. Business risk inter-alia further includes financial riskpolitical risk legal risk.
Your Company adopts systematic approach to mitigate risks associated withaccomplishment of objectives operations revenues and regulations. During the year yourcompany has adopted a Risk Management Policy. Our risk management policy focuses on threekey elements 1) Risk Assessment; (2) Risk Management; and (3) Risk Monitoring. RiskAssessment consists of a detailed study of threats and vulnerability and resultantexposure to various risks. Risk Management and Risk Monitoring are important inrecognizing and controlling risks. Risk mitigation is an exercise aiming to reduce theloss or injury arising out of various risk exposures.
The Audit Committee of the Company reviews the Risk Management Policy and itsimplementation.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure VI to thisReport.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
3. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its related company.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Companys operations in future.
The company has in place an Anti Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. Internal Complaint Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. Your Directors state that during the year under review nocases of sexual harassment has been received by the company.
Listing / Uniform Listing Agreement
The shares of your Company are listed at Bombay Stock Exchange Limited Mumbai andNational Stock Exchange of India Limited Mumbai.
The Securities and Exchange Board of India (SEBI) on 02/09/2015 issued SEBI (ListingObligation & Disclosure Requirements) Regulations 2015 hereinafter called as ListingRegulations with the aim to consolidate and streamline the provisions of the ListingAgreement for different segments of capital markets to ensure better enforceability. Thesaid Regulations were effective from the quarter ended 31st December 2015. TheCompany entered into Uniform Listing Agreement with BSE Limited and National StockExchange of India Limited during January 2016.
As in the previous years this year too Notice of 33rd Annual GeneralMeeting of the Company and Annual Report of the Company for the financial year 2015-16 aresent to all members whose e-mail addresses are registered with the Company/DepositoryParticipant(s). For members who have not registered their e- mail addresses physicalcopies are sent in the permitted mode.
Your Directors take this opportunity to express their sincere appreciation of thecooperation and support of our customers business associates and bankers for theircontinued support during the financial year.
Your Directors wish to convey our deep appreciation to the dealers of the Company fortheir achievements in the area of sales and service and to suppliers/ vendors for theirvaluable support.
Your Directors also place on record our sincere appreciation for the enthusiasm andcommitment of Companys employees for the growth of the Company and look forward totheir continued involvement and support.
| ||On behalf of the Board of Directors |
| ||Ashok Gupta |
|Place: New Delhi ||Chairman |