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AMD Industries Ltd.

BSE: 532828 Sector: Industrials
NSE: AMDIND ISIN Code: INE005I01014
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VOLUME 2998
52-Week high 59.10
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Mkt Cap.(Rs cr) 58
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OPEN 30.00
CLOSE 30.00
VOLUME 2998
52-Week high 59.10
52-Week low 25.65
P/E
Mkt Cap.(Rs cr) 58
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

AMD Industries Ltd. (AMDIND) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 34th Annual Report together withaudited accounts for the financial year ended st March 2017.

Financial Results

The financial performance of the Company for the financial year ended 31st March2017 is summarized below:

(Rs. in Lakhs)

Particulars Financial Year Financial Year
2016-17 2015-16
Revenue from Operations (net of excise duty) 15247.40 17126.52
Other Income 47.43 33.33
Total 15294.83 17159.85
Profit from operations before Financial Costs 1987.09 2557.24
Depreciation Exceptional Items & Tax Expenses
Financial Costs 909.76 952.59
Profit before Depreciation Exceptional Item & Taxation 1077.33 1604.65
Depreciation 1127.06 1188.40
Profit before Exceptional Items and -49.73 Tax 416.24
Expenses
Exceptional Items -2.64 22.09
Profit before Tax -52.35 438.34
Less: Tax Expenses -75.76 169.40
Net Profit for the year / Amount available for
Appropriation 23.42 268.93
Appropriations:
General Reserve Nil Nil
Dividend on Equity Shares Nil 95.83
Tax on Dividend Nil 20.14
Balance Carried to Balance Sheet 23.42 152.96
TOTAL 23.42 268.93

Operations

During the year under review your Company registered total revenue of Rs. 15294.83 lakhas compared to previous year's revenue of Rs. 17159.85 lakh a de-growth of 10% over theprevious year.The Net Profit is at Rs.23.42 lakh as compared to Rs.268.93 lakh in theprevious year. There is decrease in profit of approx 90% compared to previous year.

Packaging business

During the year under review profit before tax and there is a decrease in exceptionalitems against last year which is mainly due to decrease in overall sales. Over all sales(including Job work) in PET Performs were up by approx. 8% against last year. The sales ofcrowns gone down by approx. 25% and Closures by 8% lower than last year. So the overallsales decreased by 11%.

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. 5.30 Crores fromthis project.

Expansion

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

Dividend

Your directors recommends no divided for this financial year 2016-17 due to decrease inprofits as shown herein above in financial results of the .

Fixed deposits

During the financial year 2016-17 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

Mr. Harswarup Gupta who was the promoter director of the company is no more with us toprovide us his valuable suggestions and guidance to the company. This is a great loss tothe Company. He expired on 03.07.2016. However he has resigned from the Chairmanship aswell as Directorship of the Company on 30.06.2016 which was effective from 03.07.2016.

Directors place on record their deep appreciation for his valuable guidance andassistance received during the tenure as a Chairman and Director of the Company. All theStaff of AMD Group is witness of his hard work and great attitude towards work and thehuman being.

Your Company's Board has an optimum combination of Executive Non-executive andIndependent Directors with one women 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 of theCompany meet all the criteria mandated by SEBI Listing Regulations 2015 and the CompaniesAct 2013.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Adit Gupta Managing Director of the Company will retire by rotation at theensuing Annual General Meeting and being eligible has offered himself for re-appointment.The Board has recommended necessary resolutions for re-appointment of Mr. Adit Gupta as aManaging Director and the same was approved by the Shareholder in their Annual GeneralMeeting 2016 for a period of 3 years w.e.f. 01.04.2017.

In Annual General Meeting dated 28.09.2016 Shareholders appointed again

Ms. Shubha Singh as an Independent Director for a term of five years as per theprovisions of section 149 of the Companies Act 2013.

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.

Ms Radha Shakti Garg is appointed as the Company Secretary and Compliance

Officer of the Company with effect from 26.05.2016.

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 be appointed in Key Managerial and Senior Managementpositions in accordance with the criteria laid down in Nomination & Remunerationpolicy and to recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel. The objective of the Nomination & Remuneration Policy is also toset out the principles governing the Company's Remuneration systems in organizationalguidelines.

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 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 Company's values beliefs and ethicsetc. 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 2017 theapplicable accounting standards have been followed and there are no material departuresfrom the same; b) the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the

Company as at March 31 2017 and of the profit of the Company for the year ended onthat date; c) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets 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) thedirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and f)the directors have devised proper systems to ensure compliance with the provisions of allapplicable 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.

Your director recommended the appointment of M/s Goyal Nagpal & Co. CharteredAccountants (FRN-018289C) subject to approval of Shareholders in ensuing Annual GeneralMeeting of the Company

The financial statements as referred to in the Auditor's Report are self explanatoryand therefore do not require further comments and explanations.

The Auditors' Report does not contain any qualification reservation or adverse remark.

Cost Auditors

Referring notification of

31st December 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 year2016-17.

Secretarial Auditor

M/s AGG & Associates Company Secretaries New Delhi was appointed to conductSecretarial Audit for the financial year 2016-17 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-I. It does not contain anyqualification 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 Company's website at the link: http://amdindustries.com/Policy%20on%20Material%20Subsidiary.pdf.

Corporate Governance

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 2017 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 Company's 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. 12.44 Lakhson CSR activities. The brief content of CSR policy is given in the Annual Report on CSRactivities is annexed herewith as Annexure II.

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 five 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.

Committees

Currently the Board has five Committees: the Audit Committee -CSR Committee theNomination and Remuneration Committee the Management Committee the StakeholderRelationship Committee. A detailed note on the composition of the Board and its Committeesis provided in the Corporate 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 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 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 III 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 policymay be accessed on the Company'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 IV to thisReport.

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 risk political 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 Companyreviews the Risk Management Policy and its implementation.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure V tothis Report.

. 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 related company.

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.

All the Company's units maintain 100% compliance with local and national lawsregarding ethics and human rights. AMD has formed Internal Complaints Committees at all ofits operational locations where employees can register their complaints against sexualharassment. This is supported by the Anti-Sexual Harassment Policy which ensures a freeand fair enquiry process with clear time lines for resolution. All employees aresensitised on these topics through structured training programmes. No cases of childlabour forced labour involuntary labour sexual harassment and discriminatory employmentwere reported during the period.

Green Initiative

As in the previous years this year too Notice of 34th Annual General Meeting of theCompany and Annual Report of the Company for the financial year 2016-

17 are sent to all members whose e-mail addresses are registered with theCompany/Depository Participant(s). For members who have not registered their e- mailaddresses physical copies are sent in the permitted mode.

Acknowledgement

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 Company's employees for the growth of the Company and look forward to theircontinued involvement and support.

On behalf of the Board of Directors

Ashok Gupta Place: New Delhi

Chairman Date: 28.08.2017

(DIN- 00031630)