You are here » Home » Companies » Company Overview » AMD Industries Ltd

AMD Industries Ltd.

BSE: 532828 Sector: Industrials
NSE: AMDIND ISIN Code: INE005I01014
BSE LIVE 15:27 | 09 Dec 32.35 0.20
(0.62%)
OPEN

31.50

HIGH

32.40

LOW

31.50

NSE LIVE 15:31 | 09 Dec 32.05 -0.50
(-1.54%)
OPEN

33.00

HIGH

33.00

LOW

31.35

OPEN 31.50
PREVIOUS CLOSE 32.15
VOLUME 2027
52-Week high 44.00
52-Week low 22.50
P/E
Mkt Cap.(Rs cr) 62.01
Buy Price 32.35
Buy Qty 97.00
Sell Price 32.50
Sell Qty 1.00
OPEN 31.50
CLOSE 32.15
VOLUME 2027
52-Week high 44.00
52-Week low 22.50
P/E
Mkt Cap.(Rs cr) 62.01
Buy Price 32.35
Buy Qty 97.00
Sell Price 32.50
Sell Qty 1.00

AMD Industries Ltd. (AMDIND) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 32nd Annual Report together withaudited accounts for the financial year ended 31st March 2015.

Financial Results

The financial performance of the Company for the financial year ended 31stMarch 2015 is summarized below:

(Rs. in Lac)
Particulars Financial Year 2014-15 Financial Year 2013-14
Revenue from Operations (net of excise duty) 17170.58 18295.87
Other Income 47.26 48.24
Total 17217.84 18344.11
Profit from operations before Financial 2614.36 2845.75
Costs Depreciation Exceptional
Items & Tax Expenses
Financial Costs 960.20 1041.56
Profit before Depreciation Exceptional 1654.16 1804.19
Item & Taxation
Depreciation 1134.53 873.03
Profit before Exceptional Items and 519.63 931.16
Tax Expenses
Exceptional Items 167.20 (1.49)
Profit before Tax 686.83 929.67
Less: Tax Expenses 150.29 315.06
Net Profit for the year / Amount available for Appropriation 536.54 614.61
Appropriations:
General Reserve Nil Nil
Dividend on Equity Shares 172.50 172.50
Tax on Dividend 34.49 27.98
Balance Carried to Balance Sheet 329.55 414.12
TOTAL 536.54 614.60

Operations

During the year under review your Company registered total revenue of Rs.17217.84 lacas compared to previous year’s revenue of Rs.18344.11 lac a de-growth of 6.14% overthe previous year. The Net Profit is at Rs.536.54 lac as compared to Rs.614.61 lac in theprevious year a decrease of 12.70% from previous year.

Packaging business

The decrease in profit is mainly due to decrease in volume in Pet Preforms. Fewbottlers (our customers) have initiated backward integration by starting their own Preform manufacturing set up. This impacted decrease in Sales volume. However this wasmarginally set off by increase in volume in job work. Over all sales (including Job work)in PET Performs were down by 17.76% against last year. The sales of crowns have grown by7.51% against last year. The Closures have grown at 13.44% higher than 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.41.11 lac from thisproject.

Expansion

The company is exploring opportunities to expand its business in other geographies ofthe country.

Dividend

Your Directors are pleased to recommend a dividend of Re. 0.90 (Ninety Paise Only) perequity share of face value of Rs.10/- each for the financial year 2014-15.

Fixed deposits

During the financial year 2014-15 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

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Harswarup Gupta Chairman & Whole-time Director of the Company willretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment. The Board has recommended necessary resolutions forrevision/restructuring of remuneration of Mr. Adit Gupta Managing Director & Mr.Ashok Gupta Whole Time Director of the Company.

During the year under review the members approved the appointments of Mr. Mahipal Mr.Prabhat Krishna and Mrs. Shubha Singh as Independent Directors who are not liable toretire by rotation. The members have also appointed Mr. Adit Gupta as the ManagingDirector and Mr. Ashok Gupta as Whole-time Director.

Mr. Seshadri Ratnam Independent Director due to health reasons resigned from theBoard with effect from 13.11.2015. The Board places on record its deep appreciation forthe valuable contribution made by him during his tenure as director of the company.

The Board appointed Mr. Alok Kumar Das as Chief Financial Officer (CFO) of the Companywith effect from 6th August 2014. However due to personal reasons heresigned on 26th September 2014. The Board appointed Mr. Prabir KumarMukhopadhyay as Chief Financial Officer of the company with effect from 11thFebruary 2015.

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 ofthe Listing Agreement.

The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at the link: http://amdindustries.com/Familiarisation%20Programme%20for%20Independent%20Directors.pdf.

Pursuant to the provisions of Section 203 of the Act which came into effect from 1stApril 2014 the appointments of Mr. Adit Gupta Managing Director Mr. PrabirMukhopadhyaya Chief Financial Officer and Mr. Prakash Chandra Prusty Company Secretaryas key managerial personnel of the Company were formalised.

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 theCompany’s Remuneration systems in organizational guidelines. The Nomination andRemuneration Policy of the Company is attached herewith as Annexure I.

Board Evaluation

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 theBoard after seeking inputs from all the directors on the basis of a questionnaire on boardgovernance and performance issues. Individual directors met with the Chairman of theCompany to discuss their responses. The performance of the committees was evaluated by theBoard after getting an evaluation report from the members of each committee whichevaluates the performance of the Committee against its stated objectives andresponsibilities effectiveness of committee 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 Company’s 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 2015 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 31 2015 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 concern’basis;

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

Statutory Auditors

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 Auditor’s Report are selfexplanatory and therefore do not require further comments and explanations. TheAuditors’ Report does not contain any qualification reservation or adverse remark.

Cost Auditors

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 year2014-15.

Secretarial Auditor

The Board has appointed M/s AGG & Associates Company Secretaries New Delhi toconduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Reportissued by M/s AGG & Associates is annexed herewith as Annexure II to this Report. TheSecretarial Audit Report has one observation with respect to error in calculating AverageNet Profit for the purpose of determining prescribed amounts to be spent on CSR Activitiesin the financial year 2014-15.

Board’s Reply: The Company suo motu detected the error & informed to Auditors.It was a calculation error and the Board has already taken note of it and decided that thedifferential amount shall be spent towards promoting education during the Financial Year2015-16. Necessary explanation is also given in Annexure III to this Report. Apart fromabove the audit report does not contain any qualification reservation or adverse remark.

Subsidiary Companies

The company had two subsidiaries a. AMD Estates and Developers Private Limited and b.Prime Techno Build Private Limited (a wholly owned subsidiary of AMD Estates andDevelopers Private Limited). The Board in its meeting dated 10th February 2015decided to de-subsidiarize AMD Estates and Developers Pvt Ltd. As per the ValuationReport the share was valued at Rs.12.21 per share. However the Board decided to sell theshares at Rs.12.50 per share. With effect from 18th February 2015 AMD Estatesand Developers Pvt Ltd and Prime Techno Build Private Limited have ceased to besubsidiaries of AMD Industries Limited.

The company has no joint venture and associate companies during the financial yearunder review.

The policy for determining material subsidiaries as approved by the Board may beaccessed on the Company’s website at the link: http://amdindustries.com/Policy%20on%20Material%20Subsidiary.pdf.

Corporate Governance

Your Company reaffirms its commitment to good corporate governance practices. TheReports on the Corporate Governance and Management Discussion & Analysis as requiredpursuant to Clause 49 of the Listing Agreement form an integral part of this report andare set out as separate sections to this annual report. A Certificate from the Auditors ofthe Company certifying compliance of conditions of Corporate Governance as stipulated inClause 49 of the listing agreement is attached to the Report on Corporate Governance.

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 Company’s website at the link:http://amdindustries.com/Corporate%20Social%20 Responibility%20Policy.pdf During the yearin compliance with CSR provisions Company has spent Rs.9.50 lacs on CSR activities. Thebrief contents of CSR policy is given in the Annual Report on CSR activities is annexedherewith 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

Five meetings (including one adjourned meeting) of the Board of Directors were heldduring the year. For further details please refer report on Corporate Governance of thisAnnual Report.

Committees

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Prabhat Krishna(Chairman) Mr. Mahipal Ms. Shubha Singh and Mr. Adit Gupta as other members. All therecommendations made by the Audit Committee were accepted by the Board.

Apart from Audit Committee company has Nomination & Remuneration CommitteeStakeholder’s Relationship Committee Corporate Social Responsibility Committee andManagement Committee details of which are provided in Corporate Governance 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 atarm’s 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 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 at :http://amdindustries.com/ Policy%20on%20Related%20Party%20Transactions.pdf

The particulars of related party transactions are attached herewith as Annexure IV tothis Report.

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 V 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 theCompany’s 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 VI to this Report.

Risk Management

Risk is an integral and unavoidable component of business and your company is committedto managing the risk in a proactive and effective manner. In today’s 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.

Risk Assessment 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 VII to thisReport.

Disclosures

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 subsidiaries (de-subsidiarised with effectfrom 18.02.2015).

4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s 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

The shares of your Company are listed at Bombay Stock Exchange Limited Mumbai andNational Stock Exchange of India Limited Mumbai.

Acknowledgement

Your Directors take this opportunity to express their sincere appreciation of thecooperation and support extended by the Shareholders Bankers Financial InstitutionsGovernment Departments Regulatory Bodies Customers and other Business Constituentsduring the year under review.

Your Directors wish to place on record their appreciation for the committed services ofthe executives staff and workers of the Company.

On behalf of the Board of Directors
Adit Gupta
Managing Director
DIN-00238784
Place: New Delhi Ashok Gupta
Date: 05.08.2015 Vice Chairman
DIN-00031630

Annexure-I : Nomination and Remuneration Policy

Introduction:

In pursuance of the Company’s policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors Key Managerial Personnel (KMP) andemployees of the Company to harmonize the aspirations of human resources consistent withthe goals of the Company and in terms of the provisions of the Companies Act 2013 and thelisting agreement as amended from time to time this policy on nomination and remunerationof Directors Key Managerial Personnel and Senior Management has been formulated by theCommittee and approved by the Board of Directors.

Scope of the Policy

The remuneration policy ("Policy") applies to the Employees of AMD IndustriesLimited.

Purpose and objectives of the Policy

The objectives of the Policy are to:

• ?set out the principles governing the Company’s Remuneration systems inorganizational guidelines.

• To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration

• To determine remuneration based on the Company’s size and financialposition and trends and practices on remuneration prevailing in peer companies in thepackaging industry.

• To carry out evaluation of the performance of Directors as well as KeyManagerial and Senior Management Personnel.

• To provide them reward linked directly to their effort performance dedicationand achievement relating to the Company’s operations.

• To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

• ensure that the Remuneration is properly monitored and

• ?inform Employees on the applicable rules as well as on their RemunerationSystem.

Constitution of the Nomination and Remuneration Committee:

The Board has changed the nomenclature of Remuneration Committee by renaming it asNomination and Remuneration Committee on 7th February 2014. The Nomination andRemuneration Committee comprises of following Directors:

S. No. Name Position
1 Mr. Prabhat Krishna Chairman (Independent Non – Executive Director)
2 Mr. Mahipal Member (Independent Non – Executive Director)
3 Mr. Seshadri Ratnam Member (Independent Non – Executive Director)

The Board has the power to reconstitute the Committee consistent with theCompany’s policy and applicable statutory requirement.

Definitions

‘Board’ means Board of Directors of the Company. ‘Directors’ meansDirectors of the Company.

‘Committee’ means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board.

‘Company’ means AMD Industries Limited.

‘Independent Director’ means a director referred to in Section 149 (6) of theCompanies Act 2013.

‘Key Managerial Personnel’ (KMP) means-

(i) Executive Chairman and / or Managing Director;

(ii) Whole-time Director;

(iii) Chief Financial Officer;

(iv) Company Secretary;

(v) Such other officer as may be prescribed under the applicable statutory provisions /regulations.

‘Senior Management’ means personnel of the Company occupying the position ofChief Executive Officer including Chief Executive Officer (CEO) of any unit / divisionPresident Vice President including President/Vice President of any unit / division allmembers of management one level below the executive directors functional heads of alldepartment of the company.

‘Staff’ means all natural persons who serve to aid the Company inconducting its business in particular on the basis of an employment or servicerelationship as well as all natural persons who are part of an outsourcing agreement.‘Employees’ means Staff and Senior Management.

Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 as may be amended from time totime shall have the meaning respectively assigned to them therein.

General

• This Policy is divided in three parts:

Part -A covers the matters to be dealt with and recommended by the Committee to theBoard;

Part – B covers the appointment and nomination;

Part – C covers remuneration and perquisites etc.; and

Part – D covers remuneration and perquisites of staffs.

• The key features of this Company’s policy shall be included in theBoard’s Report.

PART - A : MATTERS TO BE DEALT WITH PERUSED AND RECOMMENDED TO THE BOARD BY THENOMINATION AND REMUNERATION COMMITTEE

The Committee shall:

• Formulate the criteria for determining qualifications positive attributes andindependence of a director.

• 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 this policy.

• Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.

PART - B: POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

2. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person are sufficient /satisfactory for the concerned position.

Term / Tenure:

1. Managing Director/Whole-time Director:

• The Company shall appoint or re-appoint any person as its Executive ChairmanManaging Director or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director:

• An Independent Director shall hold office for a term up to five consecutiveyears on the Board of the Company and will be eligible for re-appointment on passing of aspecial resolution by the Company and disclosure of such appointment in the Board'sreport.

• No Independent Director shall hold office for more than two consecutive termsbut such Independent Director shall be eligible for appointment after expiry of threeyears of ceasing to become an Independent Director.

Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly. However if a person who has already served as an Independent Director for5 years or more in the Company as on 1st April 2014 or such other date as may bedetermined by the Committee as per regulatory requirement he / she shall be eligible forappointment for one more term of 5 years only.

• At the time of appointment of Independent Director it should be ensured thatnumber of Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company.

Evaluation:

The Committee shall carry out yearly evaluation of performance of every Director KMPand Senior Management Personnel.

Removal:

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.

Retirement:

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position / remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

PART - C: POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMP ANDSENIOR MANAGEMENT PERSONNEL

General

1. The remuneration / compensation / commission etc. to the Whole-time DirectorManaging director KMP and Senior Management Personnel will be determined by the Committeeand recommended to the Board for approval. The remuneration / compensation / commissionetc. shall be subject to the prior/post approval of the shareholders of the Company andCentral Government wherever required.

The Remuneration to KMP and Senior Management Personnel shall be in line with thebusiness strategy objectives values and long-term interests. The performance criteriafor the assessment of Remuneration levels and target achievements will be determined inaccordance with the business strategy.

2. The remuneration and commission to be paid to the Whole-time Director Managingdirector shall be in accordance with the percentage / slabs / conditions laid down in theArticles of Association of the Company and as per the provisions of the Companies Act2013 and the rules made thereunder.

3. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Managing director Whole-time Director.

4. Where any insurance is taken by the Company on behalf of its Managing directorWhole-time Director Chief Executive Officer Chief Financial Officer the CompanySecretary and any other employees for indemnifying them against any liability the premiumpaid on such insurance shall not be treated as part of the remuneration payable to anysuch personnel. Provided that if such person is proved to be guilty the premium paid onsuch insurance shall be treated as part of the remuneration.

5. The Remuneration KMP and Senior Management Personnel receive for their professionalactivities at the Company must be stipulated definitively in their employment contract.The employment contract and any subsequent amendments must be in written form.

Remuneration to Whole-time / Executive / Managing Director KMP and Senior ManagementPersonnel:

1. Fixed pay:

The Managing director / Whole-time Director / KMP and Senior Management Personnel shallbe eligible for a monthly remuneration as may be approved by the Board on therecommendation of the Committee. The break up of the pay scale and quantum of perquisitesincluding employer's contribution to Provident Fund pension scheme medical expensesclub fees bonus LTA etc. shall be decided and approved by the Board on therecommendation of the Committee.

2. Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time

Director Managing director in accordance with the provisions of Schedule V of theCompanies Act 2013 and if it is not able to comply with such provisions with theprevious approval of the Central Government.

3. Provisions for excess remuneration:

If any Whole-time Director Managing director draws or receives directly or indirectlyby way of remuneration any such sums in excess of the limits prescribed under theCompanies Act 2013 or without the prior sanction of the Central Government whererequired he / she shall refund such sums to the Company and until such sum is refundedhold it in trust for the Company. The Company shall not waive recovery of such sumrefundable to it unless permitted by the Central Government.

4. Performance Measurement

The individual performance measurement of Senior Management is ensured through theExecutive Appraisal System. Performance to be measured annually documented and tracked inthe Appraisal system. Performance assessment will be monitored by the Nomination &Remuneration Committee. The Variable Remuneration and changes in fixed Remuneration forSenior Management have to be approved by the Nomination & Remuneration Committee.

Remuneration to Non- Executive / Independent Director:

1. Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and the Companies Act 2013 and the rulesmade thereunder.

2. Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed Rs. One lakh per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.

3. Commission:

Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Companies Act 2013.

4. Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

PART - D: POLICY RELATING TO THE REMUNERATION OF THE STAFFS

1. The Remuneration Employees receive for their professional activities at the Companymust be stipulated definitively in their employment contract. The employment contract andany subsequent amendments must be in written form.

2. The Remuneration shall be in line with the business strategy objectives values andlong-term interests. The performance criteria for the assessment of Remuneration levelsand target achievements will be determined in accordance with the business strategy.

3. The Remuneration shall be structured appropriately. There shall be an appropriateratio between the fixed and the Variable Remuneration. Employees shall receive a fixed andVariable Remuneration. The fixed Remuneration shall be a substantial proportion of thetotal annual Remuneration.

4. Employees shall be informed by e-mail or in writing about the structure of theirrespective Remuneration system.

5. The individual performance measurement of Staff is ensured through the StaffAppraisal System. The Staff Appraisal is an essential management tool and feedback system.It is an open and trustful dialogue between Staff and their respective line managers.

Annual review

The Policy the Remuneration system and their practical operation shall be reviewed bythe Nomination & Remuneration Committee on a regular basis at least once a year. Inthis respect the Remuneration Committee supports the Company's efforts to ensurecompliance of the Policy with regulatory requirements and applicable law. The Policy andthe Remuneration system shall be amended if necessary. The Remuneration Committee shallensure that any changes to the Policy are properly documented.

Annexure-II : Secretarial Audit Report for the Financial Year Ended 31.03.2015

[As per Form MR-3 and Pursuant to section 204(1) of the Companies Act 2013 and ruleNo.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

AMD INDUSTRIES LIMITED

18 Pusa Road Ist Floor Karol Bagh

New Delhi-110005.

IAmar Gopal Gambhir Practising Company Secretary have conducted the secretarial auditof the compliance of applicable statutory provisions and the adherence to good corporatepractices by AMD Industries Limited (hereinafter called the "company").Secretarial Audit was conducted in a manner that provided me a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the AMD Industries Limited books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the companyhas during the audit period covering the financial year ended on 31st March2015 complied with the statutory provisions listed hereunder and also that the Company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by AMD Industries Limited ("the Company") for thefinancial year ended on 31st March 2015 according to the provisions of:

i. The Companies Act 2013 (the Act) and the Companies Act 1956 (to the extentapplicable) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

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

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):

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

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

c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company during the AuditPeriod)

d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; (Not applicable to the Company duringthe Audit Period)

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company during the Audit Period)

f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not applicable to the Company during the Audit Period) and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the Audit Period)

vi. Other Laws applicable to the Company as per the representation given by the Company

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India. (NotNotified hence not applicable to the Company during the Audit period. However SS-1 (BoardMeetings) and SS-2 (General Meetings) is notified on 1st July 2015 hence notCovered under our period)

ii. The Listing Agreements entered into by the Company with Bombay Stock Exchange andNational Stock Exchange.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. as mentioned above

I further report that the Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors Non-Executive Directors and IndependentDirectors. The changes in the composition of the Board of Directors that took place duringthe 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 anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

I Further Report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I Further Report that during the audit period the company has decided to Expandits area of operation.

Observation:-

During our Audit the Company has informed us that there was some error in calculatingthe Average Net Profit for last three financial years as per Section 198 of the CompaniesAct 2013 due to which the prescribed amounts to be spent on CSR Activities was wronglycalculated. Further the Average net profit was already re-calculated as per theprovisions of the Act and prescribed CSR expenditure will be revised and spend aftertaking the necessary approvals from the CSR Committee and Board of Directors in theirensuing meetings. Accordingly the unspent figure of Rs. 351788.05 will be spent on CSRActivities during the Financial year 2015-2016.

This Report is to be read with our letter of even date which is annexed as Annexure Aand Forms an integral part of this report.

For AGG & Associates
Amar Gopal Gambhir
Practising Company Secretary
FCS No.3668
C P No.:3653
Place: New Delhi
Date: 24.07.2015

Annexure-A

To

The Members

AMD Industries Limited

Our Report of Even date is to be read along with this Letter

1. Maintenance of Secretarial record is the responsibility of the Management of theCompany. Our Responsibility is to express an opinion on these secretarial records based onour Audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done to ensure that correct facts are reflected in Secretarial records.We believe that the process and practices we followed provide a reasonable basis for ouropinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Wherever required we have obtained the Management Representation about theCompliance of Law Rules and regulations and Happening of events etc.

5. The Compliance of the above provisions of Corporate and other applicable lawsrules regulations and standards is the responsibility of management. Our examination waslimited to the verification of procedure on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor the efficacy or effectiveness with which the management was conducted theaffairs of the Company.

For AGG & Associates
Amar Gopal Gambhir
Practising Company Secretary
FCS No.3668
C P No.:3653
Place: New Delhi
Date: 24.07.2015

Annexure-III : Annual Report on Corporate Social Responsibility (CSR)

Brief outline of the Company’s Corporate Social Responsibility (CSR) Policyincluding overview of projects or programmes proposed to be undertaken and a reference tothe web-link to the CSR Policy and projects or programmes:

AMD Industries Ltd recognizes that its business activities have wide impact on thesocieties in which it operates and therefore an effective practice is required giving dueconsideration to the interests of its stakeholders including shareholders customersemployees suppliers business partners local communities and other organizations. Thecompany endeavors to make CSR a key business process for sustainable development.

AMD Industries Limited framed its CSR policy taking into account the followingmeasures: -

a) Welfare measures for the community at large so as to ensure the poorer section ofthe Society derived the maximum benefits.

b) Contribution to the society at large by way of social and cultural developmentimparting education training and social awareness specially with regard to theeconomically backward class for their development and generation of income to avoid anyliability of employment.

c) Protection and safeguard of environment and maintaining ecological balance.

Company’s CSR scope is as follows:

• Eradicating hunger poverty and malnutrition promoting health care includingpreventive health care and sanitation and making available safe drinking water.

• Promoting education including special education and employment enhancingvocation skills especially among children women elderly and the differently-abled andlivelihood enhancement projects.

• Promoting gender equality empowering women setting up homes and hostels forwomen and orphans setting up old age homes day care centres and such other facilitiesfor senior citizens and measures for reducing inequalities faced by socially andeconomically background groups.

• Ensuring environmental sustainability ecological balance protection of floraand fauna animal welfare agroforestry conservation of natural resources and maintainingquality of soil air and water.

• Protection of national heritage art and culture including restoration ofbuildings and sites of historical importance and works of art; setting up publiclibraries; promotion and development of traditional arts and handicrafts;

• Sports and culture training to promote rural sports nationally recognizedsports paralympic sports and Olympic sports.

• ?contribution to the Prime Minister’s National Relief Fund or any otherfund set up by the Central Government for socio-economic development and relief andwelfare of the Scheduled Castes the Scheduled Tribes other backward classes minoritiesand women;

• Rural development projects viz. Infrastructure Support Infrastructure forVillage Electricity/Solar Light etc. Recurring expenditure should be borne by thebeneficiaries.

• Contributions or funds provided to technology incubators located within academicinstitutions which are approved by the Central Govt.

• Measures for the benefit of armed forces veterans war widows and theirdependents.

Weblink for the CSR policy:

http://amdindustries.com/Corporate%20Social%20Responibility% 20 Policy.pdf

Composition of the CSR Committee: Corporate Social Responsibility Committee isconsists of following members:

1. Mr. Mahipal - Chairman

2. Mr. Prabhat Krishna - Member

3. Mr. Ashok Gupta - Member

CSR Financials
Particulars Amount in Rs.
Average Net Profit of the company for last three financial years 65089402.75.00
Prescribed CSR expenditure (two percent of average net profit for last 3 financial year) 1301788.05
Details of CSR spent during the financial year 950000.00
Amount unspent 351788.05*

* There was some error in calculation of Average Net Profit of the company for last 3financial years due to which the prescribed amounts to be spent on CSR was wronglycalculated. On observation on this error the average net profit was re-calculated andprescribed CSR expenditure has been revised. Accordingly the unspent figure of Rs.351788.05 has been arrived at. The CSR Committee and Board has approved this amount tobe spent on promoting education and accordingly the Company will spend this amount throughShakuntala Gupta Trust.

Manner in which the amount spent during the financial year is detailed below:

Sr.No. CSR project/ activity identified Sector in which the Project is Covered Projects / Programmes 1. Local Area/others 2. Specify the state and district where projects or programmes were undertaken Amount outlay (budget): Project or programme wise Amount spent on the project / programme Sub-heads: 1. Direct expenditure on projects or programmes 2. Overheads Cumulative expenditure upto to the reporting period Amount spent: Direct or through implem- enting agency*
1. Welfare of Animal Animals Animal Welfare Delhi 100000/- 100000/- 100000/- Through Agency -People for Animal
2. Education of children in backward Promoting Education Uttar Pradesh 850000/- 850000/- 950000/- Through Agency Shakuntala - areas Gupta Trust

*Implementing Agencies

1. People for Animals (PFA)

PFA works to rescue and rehabilitate sick and needy animals. PFA set up and runshelters ambulance services dog sterilization programmes treatment camps and disasterrescue missions for animals. It conducts education programmes in schools fight cases incourt and lobby for animals.

2. Shakuntala Gupta Trust

Shakuntala Gupta Trust a Registered Charitable Trust was formed by Mr. H S GuptaChairman of the Company in the year 2001 to provide various facilities in the field ofeducation by establishing & running school pay stipends/scholarships to students etc.

CSR Committee Responsibility Statement

CSR Committee affirms that the implementation and monitoring of CSR Policy is incompliance with CSR objectives and Policy of the Company.

Signed

(Chairman - CSR Committee) (Managing Director)
DIN-00588626 DIN-00238784

Annexure-IV : Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

AMD INDUSTRIES LIMITED

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangement or transactions not at arm’s lengthbasis: NIL

2A. Details of material contracts or arrangement or transactions at arm’s lengthbasis: NIL 2B. Details of Non material contracts or arrangement or transactions atarm’s length basis:

Related Party relationship contracts / arrangements/ transactions contracts / arrangements/ transactions the contracts or arrangements or transactions including the value If any approval by the Board paid as advances if any
1. Ashoka Productions & Communications Private Limitedc

Common Directors and members

AMD Industries Ltd sold 20 Lacs shares in AMD Estates & Developers Pvt Ltd

Not Applicable

Sold @ Rs.12.50/- per share. Transaction Date: 18.02.2015

10.02.2015

NIL

2. Kadam Trees Properties Private Limited AMD Industries Ltd sold 5.60 Lacs shares in AMD Estates & Developers Pvt Ltd Sold @ Rs.12.50/ - per share. Transaction Date: 18.02.2015
3. Ashok Sons (HUF) Karta and co- parcerns are director / member of AMD Industries Ltd AMD Industries Ltd sold 4.80 Lacs shares in AMD Estates & Developers Pvt Ltd Sold @ Rs.12.50/- per share. Transaction Date: 18.02.2015
4. Harswarup Gupta AMD Industries Ltd sold 11.20 Lacs shares in AMD Estates & Developers Pvt Ltd Sold @ Rs.12.50/- per share. Transaction Date: 25.02.2015
5. Adit Gupta Managing Director and member of AMD Industries Limited AMD Industries Ltd sold 10.40 Lacs shares in AMD Estates & Developers Pvt Ltd Sold @ Rs.12.50/- per share. Transaction Date: 25.02.2015

For and on behalf of the Board of Directors of

Adit Gupta Ashok Gupta
Managing Director Vice Chairman
DIN-00238784 DIN-00031630

Annexure - V : Particulars of Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo required under the Companies (Accounts) Rules 2014

A. CONSERVATION OF ENERGY

i. steps taken or impact on Conservation of Energy

Energy conservation shows how efficiently a company can conduct its operations. Companyis using LED lights in all its operational areas to save energy.

ii. steps taken by the company for utilizing alternate sources of energy The company iscurrently utilizing the conventional sources of energy.

We are exploring options to utilize alternate sources of energy.

iii. The capital investment on energy conservation equipment There was no capitalinvestment on energy conservation equipment during the year.

B. TECHNOLOGY ABSORPTION

i. Efforts made towards technology absorption

The company is a technology driven company and need not do specific in-house R & Defforts for its manufacturing.

ii. The benefits derived liked product improvement cost reduction product developmentor import substitution Improved technology helps in reduction in weight of productswithout compromising the quality of products wastage in products. iii. Informationregarding imported technology (imported during last three years)

Details of technology imported Technology imported from Year of Import Status of implementation / absorption
NA NA NA NA

iv. Expenditure on R & D (current year & last year) : NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. In Lacs)
Foreign Exchange Earnings and Outgo 2014-15 2013-14
Foreign Exchange Earned in terms of actual inflows 996.49 1372.10
Foreign Exchange outgo in terms of actual outflows 13.56 41.61

Annexure VI - Information pursuant to section 197(12) of Companies Act 2013.

Information pursuant to Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

i. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Non-executive directors * Ratio to median remuneration
Mr. Prabhat Krishna 0.58
Mr. Mahipal 0.58
Ms. Subha Singh (W.D.F.26.09.2014)** -

* They are the Independent directors and get sitting fee only.

**Since this information is for part of the year the same is not comparable.

Executive directors Ratio to median remuneration
Mr. Harswarup Gupta 56.21
Mr. Ashok Gupta 56.21
Mr. Adit Gupta 56.21

ii. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the

Director Chief Executive Officer Chief Financial Officer Company Secretary % increase in remuneration in the financial year
Mr. Harswarup Gupta -
Mr. Ashok Gupta 19.46
Mr. Adit Gupta 19.52
Mr. Prabhat Krishna# 55.00
Mr. Mahipal # 55.00
Ms. Shubha Singh(w.e.f. 26.09.2015)#* -
Mr. Alok Das (From 06.08.2014 to 26.09.2014)* -
Mr. Prabir Mukhopadhyay (w.e.f. 11.02.2015)* -
Mr. Prakash Prusty 10.00

# Get sitting fee only

*Since this information is for part of the year the same is not comparable.

iii. The percentage increase in the median remuneration of employees in the financialyear: 9.25%

iv. The number of permanent employees on the rolls of Company: 236

v. The explanation on the relationship between average increase in remuneration andCompany performance: On an average employees received an annual increase of 9%. Theincrease in remuneration is in line with the market trends.

vi. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY2014-15 (Rs.in lac) 143.77
Revenue (Rs. in lac) 17217.84
Remuneration of KMPs as % of revenue 2.09
Profit before Tax (PBT) 686.83
Remuneration of KMP as % of PBT 20.93

vii. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars 31.03.2015 31.03.2014 % Change
Market Capitalization (Rs. in lac) 4025.01 2418.84 66.40
Price Earnings Ratio 7.50 3.93 109.16

Percentage increase over decrease in the market quotations of the shares of the Companyin comparison to the rate at which the Company came out with the last public offer:

Particulars 31.03.2015 19.03.2007 IPO Date % Change
Market Price (BSE) 21.00 Rs.75.00 (72)
Market Price (NSE) 20.85 Rs.75.00 (72.20)

viii. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average annual increase made in the salaries of employees other than the managerialpersonnel in the last financial year was around 9%. During the course of the year theincrease in the managerial remuneration was approximately 19.5%. The increase inmanagerial remuneration was approved by Shareholders.

ix. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:

Mr. Adit Gupta – Managing Director Mr. Prabir Mukhopadhyay – Chief Financial Officer* (w.e.f. 11.02.2015) Mr. Prakash Prusty - CS
Remuneration in FY2014-15 (Rs. in lac) 120.00 - 12.39
Revenue (Rs. in lac) 17217.84
Remuneration as % of revenue 0.69 - 0.07
Profit before Tax (PBT) (Rs. in lac) 686.83
Remuneration as % of PBT 17.47 - 1.80

*Since this information is for part of the year the same is not comparable.

x. The key parameters for any variable component of remuneration availed by thedirectors The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other Employees. Further the members have at the AGM of theCompany on 26.09.2014 approved the payment of remuneration to executive directors as perthe applicable provisions of the Companies Act. The independent directors are being paidonly sitting fee.

xi. The ratio of remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year.

None. iii. Affirmation that the remuneration is as per the remuneration policy of thecompany.

The Company affirms remuneration is as per the remuneration policy of the Company.

Information pursuant to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

Details of employees drawing remuneration of equal or more than Rs.5 lac per month orRs.60 lakhs per annum during the financial year 2014-15:

Name of Director Designation Remuneration (Rs.) Nature of Duties Qualification and Experience (in years) Date of Employ- ment Age (Yrs.) Previous Employ- ment Post held & Period
Mr. Harswarup Gupta Chairman- Wholetime Director 12000000/- Managerial Graduate 53 yrs 17.12.1983 86 Own Business
Mr. Ashok Gupta Vice Chairman- Wholetime Director 1200 0000/- Managerial B.Sc. (Hons.) 36 Yrs 17.12.1983 62 Own Business
Mr. Adit Gupta Managing Director 12000000/- Managerial B.Sc. (Chemical Engineering) MBA (Finance) 15 years 14.11.2005 36 Own Business

Notes:

i. Mr. Harswarup Gupta Mr. Ashok Gupta and Mr. Adit Gupta are relatives holds morethan 2% shareholding each in the company.

ii. Employments of aforesaid officials are on contractual basis with the approval ofshareholders/Central Government. iii. Remuneration includes salary allowance commissionand monetary value of all perquisites as valued under Income Tax Act & Rulesthereunder.

Annexure-VII : Extract of Annual Return (Form No. MGT 9)

As on Financial Year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Company(Management & Administration ) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

i CIN L28122DL1983PLC017141
i i Registration Date 17.12.1983
iii Name of the Company AMD INDUSTRIES LIMITED
iv Category/Sub-category of the Company COMPANY LIMITED BY SHARES
v Address of the Registered office & contact details 18 PUSA ROAD FIRST FLOOR KAROL BAGH NEW DELHI-110005
vi Whether listed company LISTED
vii Name Address & contact details of the Registrar & Transfer Agent if any Bigshare Services Private Limited E-2/3 Ansa Industrial Estate Saki Vihar Road Saki Naka Mumbai-400072

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated

SL No Name & Description of main products/services NIC Code of the Product /service % to total turnover of the company
1. Crown corks 25999 38.37%
2. Pet Preforms 22203 33.42%
3. CSD Closures 22203 19.76%

III. PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES

Sl No Name & Address of the Company CIN/GLN HOLDING/SUBSIDIARY /ASSOCIATE % OF SHARES HELD APPLICABLE SECTION
NIL

IV. SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds - - - - - - - - -
b) Banks/FI - - - - - - - - -
C) Cenntral govt - - - - - - - - -
d) State Govt. - - - - - - - - -
e) Venture Capital Fund - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIS - - - - - - - - -
h) Foreign Venture Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
SUB TOTAL (B)(1): - - - - - - - - -
(2) Non Institutions
a) Bodies corporates - - - - - - - - -
i) Indian 484326 - 484326 2.5269 345613 - 345613 1.8032 -0.7237
ii) Overseas - - - - - - - - -
b) Individuals - - - - - - - - -
i) Individual shareholders holding nominal share capital upto Rs.1 lakhs 4003856 698 4004554 20.893 3714929 689 3715618 19.386 -1.5075
ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 1856305 - 1856305 9.685 2158179 - 2158179 11.26 1.575
c) Others (specify) - - - - - - - - -
Clearing Members 7103 - 7103 0.0371 6127 - 6127 0.032 -0.0051
Employee 40 - 40 0.0002 40 - 40 0.0002 -
NRIs 131780 - 131780 0.6875 144186 - 144186 0.7523 0.0647
Unclaimed Suspense A/c 1073 - 1073 0.0056 1073 - 1073 0.0056 -
Trusts 2 - 2 - - - - - -
SUB TOTAL (B)(2): 6484485 698 6485183 33.836 6370147 689 6370836 33.239 -0.5966
Total Public Shareholding(B)=(B)(1)+(B)(2) 6484485 698 6485183 33.836 6370147 689 6370836 33.239 -0.5966
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 19166051 698 19166749 100 19166060 689 19166749 100 -

(ii) SHARE HOLDING OF PROMOTERS

Sl No. Shareholders Name Shareholding at the begginning of the year Shareholding at the end of the year % change in share holding during the year
No of shares % of total shares of the company % of shares encumbered to total shares No. of shares % of total shares of the company % of shares pledged encumbered to total shares
1. Harswarup Gupta 2575604 13.4379 - 2605604 13.5944 - 0.1565
2. Ashok Gupta 3514446 18.3362 - 3598793 18.7762 - 0.44
3. Adit Gupta 4142637 21.6137 - 4142637 21.6137 - -
4. Chitra Gupta 1200945 6.2658 - 1200945 6.2658 - -
5. Vidhi Gupta 96600 0.5040 - 96600 0.5040 - -
6. Ashok Gupta(HUF) 982500 5.1261 - 982500 5.1261 - -
7. Mamta Gupta 168834 0.8809 - 168834 0.8809 -
Total 12681566 66.1644 - 12795913 66.761 - 0.5965

(iii) CHANGE IN PROMOTERS’ SHAREHOLDING ( Including all Promoters)

Sl. No. Share holding at the beginning of the Year Cumulative Share holding during the year
No. of Shares % of total shares of the company No of shares % of total shares of the company
At the beginning of the year 12681566 66.00 12681566 66.00
On 02.05.2014 through transfer 233 - 12681799 66.00
On 09.05.2014 through transfer 43527 - 12725326 66.00
On 16.05.2014 through transfer 29775 - 12755101 66.00
On 23.05.2014 through transfer 8812 - 12763913 66.00
On 30.05.2014 through transfer 5000 - 12768913 66.00
On 06.06.2014 through transfer 25000 - 12793913 66.00
On 28.11.2014 through transfer 2000 - 12795913 66.00
At the end of the year 12795913 66.00 12795913 66.00

(iv) Shareholding Pattern of top ten Shareholders (other than Direcors Promoters& Holders of GDRs & ADRs)

Sl. No. Share holding at the beginning of the Year Cumulative Share holding during the year
For Each of the Top 10 Shareholders No. of Shares % of total shares of the company No of shares % of total shares of the company
1. AJAY KUMAR LAL
At the beginning of the year 520809 2.72 520809 2.72
On 04.04.2014 through transfer 1000 0.001 521809 2.72
On 30.05.2014 through transfer 1 - 521810 2.72
On 06.06.2014 through transfer 1000 0.01 522810 2.73
On 30.06.2014 through transfer 2500 0.01 525310 2.74
On 28.11.2014 through transfer 128 0.00 525448 2.74
On 05.12.2014 through transfer 1001 0.01 526449 2.75
On 12.12.2014 through transfer 380 - 526829 2.75
On 19.12.2014 through transfer 201 - 527030 2.75
On 06.02.2015 through transfer 1 - 527031 2.75
On 13.02.2015 through transfer (5102) (0.03) 521929 2.72
On 20.02.2015 through transfer 380 0.01 522309 2.73
On 27.02.2015 through transfer 2875 0.01 525184 2.74
On 06.03.2015 through transfer 1887 0.01 527071 2.75
On 13.03.2015 through transfer 401 - 527472 2.75
At the end of the year 527472 2.75 527472 2.75
2. NIDHI JAWAHAR
At the beginning of the year - - - -
On 30.06.2014 through transfer 22059 0.12 22059 0.12
On 04.07.2014 through transfer 25188 0.13 47247 0.25
On 11.07.2014 through transfer 431 - 47678 0.25
On 18.07.2014 through transfer 4646 0.02 52324 0.27
On 25.07.2014 through transfer 2267 0.01 54591 0.28
On 08.08.2014 through transfer 12962 0.07 67553 0.35
On 14.08.2014 through transfer 7144 0.04 74697 0.39
On 22.08.2014 through transfer 6526 0.03 81223 0.42
On 05.09.2014 through transfer 15002 0.08 96225 0.50
On 26.09.2014 through transfer 4513 0.03 100738 0.53
On 30.09.2014 through transfer 5000 0.02 105738 0.55
On 10.10.2014 through transfer 18106 0.10 123844 0.65
On 17.10.2014 through transfer (1436) (0.01) 122408 0.64
On 24.10.2014 through transfer 1500 0.01 123908 0.65
On 14.11.2014 through transfer (4555) (0.03) 119353 0.62
On 21.11.2014 through transfer 10000 0.05 129353 0.67
On 28.11.2014 through transfer 9715 0.06 139068 0.73
On 05.12.2014 through transfer 9621 0.05 148689 0.78
On 12.12.2014 through transfer 1364 - 150053 0.78
On 19.12.2014 through transfer 9083 0.05 159136 0.83
On 31.12.2014 through transfer 2628 0.01 161764 0.84
On 02.01.2015 through transfer 3000 0.02 164764 0.86
On 09.01.2015 through transfer 3074 0.02 167838 0.88
On 16.01.2015 through transfer 68 - 167906 0.88
On 23.01.2015 through transfer 5690 0.03 173596 0.91
On 30.01.2015 through transfer 215 - 173811 0.91
On 20.02.2015 through transfer 7200 0.03 181011 0.94
On 27.02.2015 through transfer 8981 0.05 189992 0.99
On 06.03.2015 through transfer 4102 0.02 194094 1.01
At the end of the year 194094 1.01 194094 1.01
3. AJAY KUMAR LAL (HUF)
At the beginning of the year 128944 0.67 128944 0.67
At the end of the year 128944 0.67 128944 0.67
4. NITISH GOYAL
At the beginning of the year 128000 0.67 128000 0.67
At the end of the year 128000 0.67 128000 0.67
5. SANDEEP BIPINCHANDRA JHAVERI
At the beginning of the year - - - -
On 11.07.2014 through transfer 7587 0.04 7587 0.04
On 18.07.2014 through transfer 4850 0.02 12437 0.06
On 25.07.2014 through transfer 1866 0.01 14303 0.07
On 01.08.2014 through transfer 5582 0.03 19885 0.10
On 08.08.2014 through transfer 4158 0.03 24043 0.13
On 14.08.2014 through transfer 3625 0.01 27668 0.14
On 05.09.2014 through transfer 306 0.01 27974 0.15
On 18.09.2014 through transfer 22663 0.11 50637 0.26
On 26.09.2014 through transfer 5260 0.03 55897 0.29
On 30.09.2014 through transfer 8522 0.05 64419 0.34
On 10.10.2014 through transfer 2876 0.01 67295 0.35
On 17.10.2014 through transfer 9547 0.05 76842 0.40
On 28.11.2014 through transfer 2670 0.01 79512 0.41
On 19.12.2014 through transfer 2440 0.02 81952 0.43
On 31.12.2014 through transfer 1100 - 83052 0.43
On 02.01.2015 through transfer 4199 0.03 87251 0.46
On 09.01.2015 through transfer 3376 0.01 90627 0.47
On 27.02.2015 through transfer 225 - 90852 0.47
On 06.03.2015 through transfer 5000 0.03 95852 0.50
On 27.03.2015 through transfer 6419 0.03 102271 0.53
On 31.03.2015 through transfer 745 0.01 103016 0.54
At the end of the year 103016 0.54 103016 0.54
6. ANIL KUMAR GOEL
At the beginning of the year 110000 0.57 110000 0.57
On 30.05.2014 through transfer (10000) (0.05) 100000 0.52
On 14.11.2014 through transfer (6000) (0.03) 94000 0.49
At the end of the year 94000 0.49 94000 0.49
7. TEJAS HARILAL GANDHI
At the beginning of the year - - - -
On 20.03.2015 through transfer 60000 0.31 60000 0.31
On 27.03.2015 through transfer 20000 0.11 80000 0.42
At the end of the year 80000 0.42 80000 0.42
8. MAHENDRA GIRDHARILAL
At the beginning of the year 51633 0.27 51633 0.27
At the end of the year 51633 0.27 51633 0.27
9. MONIKA GOEL
At the beginning of the year 50000 0.26 50000 0.26
At the end of the year 50000 0.26 50000 0.26
10. HIMANSHI GOEL
At the beginning of the year 44131 0.23 44131 0.23
On 27.03.2015 through transfer 1500 0.01 45631 0.24
At the end of the year 45631 0.24 45631 0.24

(v) Shareholding of Directors & KMP

Sl. No. For Each of the Directors & KMP Share holding at the beginning of the Year Cumulative Share holding during the year

No. of Shares

% of total shares of the company

No of shares

% of total shares of the company
1. HARSWARUP GUPTA
At the beginning of the year

2575604

13.44

2575604

13.44
On 22.05.2014 through purchase

5000

0.03

2580604

13.47
On 29.05.2014 through purchase

25000

0.13

2605604

13.6
At the end of the year

2605604

13.6

2605604

27.2
2. ASHOK GUPTA
At the beginning of the year

3514446

18.34

3514446

18.34
On 23.04.2014 through purchase

233

0.0012

3514679

18.3412
On 05.05.2014 through purchase

24397

0.13

3539076

18.4712
On 06.05.2014 through purchase

8842

0.046

3547918

18.5172
On 07.05.2014 through purchase

10287

0.053

3558205

18.5702
On 08.05.2014 through purchase

4193

0.021

3562398

18.5912
On 09.05.2014 through purchase

3605

0.018

3566003

18.6092
On 12.05.2014 through purchase

8187

0.042

3574190

18.6512
On 13.05.2014 through purchase

7506

0.04

3581696

18.6912
On 14.05.2014 through purchase

6284

0.032

3587980

18.7232
On 15.05.2014 through purchase

2084

0.01

3590064

18.7332
On 16.05.2014 through purchase

1637

0.008

3591701

18.7412
On 19.05.2014 through purchase

91

0

3591792

18.7412
On 21.05.2014 through purchase

5000

0.03

3596792

18.7712
On 21.05.2014 through purchase

1

0

3596793

18.7712
On 22.11.2014 through purchase

2000

0.01

3598793

18.7812
At the end of the year

3598793

18.7812

3598793

18.7812
3. ADIT GUPTA
At the beginning of the year

4142637

21.6137

4142637

21.6137
Date wise Increase/ Decrease in shareholding during the year specifying the reasons for increase/ decrease

-

-

-

-
At the end of the year

4142637

21.6137

4142637

21.6137
4. PRABHAT KRISHNA
At the beginning of the year

-

-

-

-
Date wise Increase/ Decrease in shareholding during the year specifying the reasons for increase/ decrease

-

-

-

-
At the end of the year

-

-

-

-
5. MAHIPAL
At the beginning of the year

-

-

-

-
Date wise Increase/ Decrease in shareholding during the year specifying the reasons for increase/ decrease

-

-

-

-
At the end of the year

-

-

-

-
6. SHUBHA SINGH
At the beginning of the year

-

-

-

-

Date wise Increase/ Decrease in shareholding during the year specifying the reasons for increase/ decrease

-

-

-

-

At the end of the year

-

-

-

-

7. PRABIR KUMAR MUKHOPADHYAY
At the beginning of the year

-

-

-

-

Date wise Increase/ Decrease in shareholding during the

-

-

-

-

year specifying the reasons for increase/ decrease
At the end of the year

-

-

-

-

8. PRAKASH CHANDRA PRUSTY
At the beginning of the year

-

-

-

-

Date wise Increase/ Decrease in shareholding during the year specifying the reasons for increase/ decrease

-

-

-

-

At the end of the year

-

-

-

-

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtness at the beginning of the financial year
i) Principal Amount 678167221.62 60088511.68 - 738255733.30
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 678167221.62 60088511.68 - 738255733.30
Change in Indebtedness during the financial year
Additions - - - -
Reduction 87671556.65 20332360.68 - 108003917.33
Net Change 87671556.65 20332360.68 - 108003917.33
Indebtedness at the end of the financial year
i) Principal Amount 590495664.97 39756151 - 630251815.97
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 590495664.97 39756151 - 630251815.97

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole time director and/or Manager:

Sl.No Particulars of Remuneration Name of the MD/WTD/Manager Total Amount
1 Gross salary Mr. Harswarup Gupta Mr. Ashok Gupta Mr. Adit Gupta
(a) Salary as per provisions contained in section 11572064 8940959 8837035 29350058
17(1) of the Income Tax. 1961.
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 427063 1097087 1202565 2726715
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 - - - -
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission as % of profit others (specify) upto 5% of net profit upto 5% of net profit upto 5% of net profit
5 Others please specify - - - -
Total (A) 11999127 10038046 10039600 32076773
Ceiling as per the Act

B. Remuneration to other directors:

Sl.No Particulars of Remuneration Name of the Directors Total Amount
1 Independent Directors Prabhat Krishna Mahipal Ahluwalia Shubha Singh
(a) Fee for attending board committee meetings 155000 155000 62000 372000
(b) Commission 0 0 0 0
(c ) Others please specify 0 0 0 0
Total (1) 155000 155000 62000 372000
2 Other Non Executive Directors 0 0 0 0
"(a) Fee for attending "board committee meetings" 0 0 0 0
(b) Commission 0 0 0 0
(c ) Others please specify.
Total (2) 0 0 0 0
Total (B)=(1+2) 155000 155000 62000 372000
Total Managerial Remuneration
Overall Cieling as per the Act.

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

Sl.No Particulars of Remuneration Key Managerial Personnel
1 Name Mr. Prakash Chandra Prusty Mr. Prabir Kumar Mukhopadhyay Total
2 Gross Salary "Company "Secretary" CFO Total
(a) Salary as per provisions contained in section 17(1) of the 647830 719460 1367290
Income Tax Act 1961.
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 590794 419460 1010254
(c ) Profits in lieu of salary under section 17(3) of the - - -
Income Tax Act 1961
3 Stock Option - - -
4 Sweat Equity - - -
5 Commission
as % of profit - - -
others specify - - -
6 Others please specify - - -
Total 1238624 1138920 2377544

VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type Section the Companies Act Brief Description Details of Penalty/Punish ment/Compoun ding fees imposed Authority (RD/NCLT/ Court) Appeall made if any (give details)
A. COMPANY
Penalty -
Punishment -
Compounding -
B. DIRECTORS
Penalty -
Punishment -
Compounding -
C. OTHER OFFICERS IN DEFAULT
Penalty -
Punishment -
Compounding -

Upgrade To Premium Services

Welcome User

Business Standard is happy to inform you of the launch of "Business Standard Premium Services"

As a premium subscriber you get an across device unfettered access to a range of services which include:

  • Access Exclusive content - articles, features & opinion pieces
  • Weekly Industry/Genre specific newsletters - Choose multiple industries/genres
  • Access to 17 plus years of content archives
  • Set Stock price alerts for your portfolio and watch list and get them delivered to your e-mail box
  • End of day news alerts on 5 companies (via email)
  • NEW: Get seamless access to WSJ.com at a great price. No additional sign-up required.
 

Premium Services

In Partnership with

 

Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard