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Amco India Ltd.

BSE: 530133 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE924B01011
BSE 00:00 | 27 Jan 69.00 2.30
(3.45%)
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NSE 05:30 | 01 Jan Amco India Ltd
OPEN 72.00
PREVIOUS CLOSE 66.70
VOLUME 852
52-Week high 100.00
52-Week low 54.90
P/E 9.83
Mkt Cap.(Rs cr) 28
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 72.00
CLOSE 66.70
VOLUME 852
52-Week high 100.00
52-Week low 54.90
P/E 9.83
Mkt Cap.(Rs cr) 28
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Amco India Ltd. (AMCOINDIA) - Director Report

Company director report

THE MEMBERS

The Directors have pleasure in presenting the 35th Annual Report on the performance ofyour Company for the Financial Year ended 31st March 2022.

1. STATEMENT OF COMPANY'S AFFAIRS:

i. Financial Summary:

The performance of the Company for the financial year ended 31st March 2022 issummarized below:

(INR in Thousands)

Particulars 2021-22 2020-21
Total Income 1579781.99 896586.44
Total expenses 1522820.07 877433.96
Profit before Exceptional Items & Tax 56961.92 19152.48
Exceptional Items 0 0
Net Profit before Taxation 56961.92 19152.48
Tax Expenses:
Tax adjustments for earlier year 25.97 (234.88)
Current Tax 14631.52 3958.32
Deferred Tax 1829.38 709.11
MAT Credit Entitlement 0 0
Net Profit After Tax 40475.05 14719.95
Re-measurement gains/ (losses) on post employment benefit plans (825.39) (2279.60)
Total comprehensive income/ (Loss) for the year 39649.66 12440.35

ii. Performance Review:

During the Financial Year 2021-22 the financial results of the Company weresatisfactory. The revenue of the Company for the Financial Year 2021-22 was INR1579781.99/- thousands as compared to the revenue of INR 896586.44/- thousands earnedduring the financial year 2020-21. The Company has earned the total profit of INR40475.05/- thousands during the year under review in comparison to the net profit of INR14719.95/- thousands earned during the previous Financial Year.

iii. Transfer to Reserves:

The Company has not transferred any amount to the General Reserves during the yearunder review and no amount is presently proposed to be carried to the reserves.

iv. Dividend:

The Board has not recommended any dividend on the equity shares of the Company for thefinancial year ended 31st March 2022.

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

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

vi. Material changes during the financial year and commitments subsequent to theclosure of financial year and upto the date of Boards Report:

Changes in Board of Directors & KMPs

Mr. Surender Kumar Gupta was re-appointed as the Managing Director in the capacity ofWhole Time Key Managerial Personnel of the Company for the period of 5 years w.e.f 28thAugust 2021.

Mr. Rajeev Gupta & Mrs. Vidhu Gupta were re-appointed as the Whole Time Directors(Whole Time KMP) of the Company for a period of 5 years w.e.f 28th August 2021.

Mr. Naseem Ahmad resigned from the Directorship of the Company w.e.f. 22nd January2022 owing to some health issues. He was later re-appointed as Director of the Companyw.e.f 20th April 2022.

Global Pandemic-COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In many countries businessesare being forced to cease or limit their operations for long or indefinite periods.Measures taken to contain the spread of the virus including lockdowns travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown.

The Government of India ordered a nationwide to prevent community spread of COVID-19 inIndia under first & second wave resulting in significant reduction in economicactivities. However the company continues to believe that the impact of COVID-19 on itsbusiness assets internal financial controls profitability and liquidity both presentand future would be limited and there is no indication of any material impact on thecarrying amounts of inventories trade receivables investments and other financialassets. The eventual outcome of the impact of the global pandemic may be different fromthose estimated and the company is closely monitoring any material changes to the economicenvironment and their impact on its business from time to time.

vii. Key changes in the Nature of business:

There were no key changes in the nature of the business during the year under review.

viii. Operations and Future Outlook during the year:

The results during the Financial year 2021-22 were satisfactory but your Company aimsto achieve higher targets. Due to stiff competition abundance of supplies with noincrease in actual demand of the product due to the entry of new market players theCompany is continuously trying and changing its market strategy for better and improvedresults. The efforts of the Company were fruitful during the financial year 2021-22 andthe Company was able to achieve good results. Also the Company is in the process ofbringing in better technology & expanding its areas of operation and is aiming formuch better results in the near future.

2. DIRECTORS:

i. Meetings of the Board:

The Board met Eight (8) times during the Financial Year 2021-22 in respect of thosemeetings proper notices were given and the proceedings were properly recorded. Theintervening gap between any two meetings was within the period prescribed under CompaniesAct 2013 Secretarial Standards and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 on the Corporate Governance. For further details regardingnumber of meetings of the Board and its committees please refer Corporate GovernanceReport annexed to the Annual Report.

ii. Changes in Board of Directors:

During the year under review Mr. Naseem Ahmad resigned from post of IndependentDirector w.e.f 22th January 2022. The Nomination and Remuneration Committee and Board ofDirectors took note of his resignation.

During the year under review Mr. Surender Kumar Gupta was re-appointed as ManagingDirector and Mr. Rajeev Gupta & Mrs. Vidhu Gupta were re-appointed as Whole-timeDirectors of the Company w.e.f 28th August 2021 for a period of 5 years.

iii. Declaration by Independent Directors:

The Company has received necessary declaration from all the Independent Directors underSection 149(7) of the Companies Act 2013 declaring that they meet the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and under SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.

iv. Training of Independent Directors:

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

v. Separate Meeting of Independent Directors:

The Independent Directors were fully kept informed of the Company's activities in allits spheres. During the year under review a separate meeting of Independent Directors washeld on 18th January 2022 and the Independent Director's reviewed the performance of:

a) The Executive Directors of the Company- viz. Mr. Surender Kumar Gupta Chairman& Managing Director Mr. Rajeev Gupta Whole Time Director and Mrs. Vidhu Gupta WholeTime Director (Woman Director)

b) The Board of Directors of the Company as a whole

c) The Independent Directors also reviewed the performance of Chairman of the Companyand

d) They also assessed the quality quantity and timeliness of flow of informationbetween the Company's management and the Board that are necessary for the Board toeffectively and reasonably perform their duties.

vi. Key Managerial Personnels (KMPs):

During the year under review Mr. Surender Kumar Gupta was re-appointed as ManagingDirector and Mr. Rajeev Gupta & Mrs. Vidhu Gupta were re-appointed as Whole-timeDirectors of the Company w.e.f 28th August 2021 for a period of 5 years.

Except this there was no change in the Key Managerial Personnels of the Company duringthe year under review.

vii. Performance Evaluation Criteria:

The Securities and Exchange Board of India (Listing Obligations and DisclosuresRequirement) Regulations 2015 mandated that the Board shall monitor or review Boardevaluation framework. The Companies Act 2013 states that a formal annual evaluation needsto be made by the Board of its performance and that of Committees and of the Directors.The Schedule IV of the Companies Act 2013 states that the performance evaluation of theIndependent Directors shall also be done by the entire Board of Directors excluding theDirector being evaluated.

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

The Board's functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities Board structure and composition establishment anddelineation of responsibilities to various Committees effectiveness of Board processesinformation and functioning information flow relationship with the stakeholdersCompany's performance & Company strategies.

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

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

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

a) Ability to contribute to corporate governance practices of the Company;

b) Active participation in long term strategic planning;

c) Commitment to the fulfillment of directors' obligations & fiduciaryresponsibility;

d) Participation in Board and committee meetings.

The Independent Directors reviewed the performance of the Board as a whole and alsocarried out the performance evaluation of the Chairman and the Executive Directors.

viii Policy for Appointment of Directors & Remuneration:

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

ix. Directors' Responsibility Statement:

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a ‘going concern' basis; and

e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

3. BOARD COMMITTEES & RELATED INFORMATION:

i. AUDIT COMMITTEE:

Audit Committee Composition:

The Audit Committee is composed of following as Chairman & members:

a) Mr. Dharam Pal Aggarwal Chairman & member.

b) Mr. Rajeev Gupta member.

c) Mr. Naseem Ahmad member.*

d) Mr. Ankit Aggarwal member.*

(*The Audit Committee was re-constituted w.e.f. 31st January 2022. Mr. Naseem Ahmadceased to be the member upon his resignation from the Directorship w.e.f 22nd January2022 and Mr. Ankit Aggarwal was inducted as new member in the Committee w.e.f 31stJanuary 2022).

Recommendations of Audit Committee not accepted by the Board:

The Board accepted all the recommendations made by the Audit committee during the yearunder review.

Changes in composition of Audit Committee:

During the year under review Mr. Naseem Ahmad resigned from the post of IndependentDirector and from the membership of Audit Committee of the Company w.e.f. 22nd January2022 therefore Mr. Ankit Aggarwal was added as a member of Audit Committee w.e.f 31stJanuary 2022.

Vigil Mechanism (Whistle Blower Policy):

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct. It also provides foradequate safeguards against the victimization of employees who avail of the mechanism andallows direct access to the Chairperson of the Audit Committee in exceptional cases. Wefurther affirm that no employee has been denied access of the Audit Committee during thefinancial year 2021-22. The policy is placed on the website of the Company atwww.amcoindialimited.com.

ii. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) of Directors reviews the composition ofthe Board to ensure that there is an appropriate mix of abilities experience anddiversity to serve the interests of all shareholders and the Company.

Changes in Composition of Nomination and Remuneration Committee:

During the year under review Mr. Naseem Ahmad resigned from the post of independentdirector and from the membership of Nomination and Remuneration Committee of the Companyw.e.f 22nd January 2022 and Mr. Ankit Aggarwal was added as member of Nomination andRemuneration Committee w.e.f 31st January 2022.

Nomination & Remuneration Policy:

The policy of the Nomination & Remuneration Committee is based on the following:

a) to follow the process of appointment of Director/KMPs when a vacancy arises or isexpected the NRC will identify ascertain the integrity qualification appropriateexpertise and experience having regard to the skills that the candidate will bring to theBoard/Company;

b) to decide whether qualification expertise and experience possessed by a person aresufficient/satisfactory for the concerned position;

c) to determine the level & composition of remuneration which is reasonable &sufficient to attract retain & motivate directors to run the Company successfully;

d) to ensure the relationship of remuneration with the performance;

e) to ensure that any person(s) who is/ are appointed or continues as KMP's orIndependent directors shall comply with the conditions laid under the provisions ofCompanies Act 2013 & SEBI (LODR) Regulations 2015;

f) to specify time period within which the employee shall exercise the vested optionsin the event of termination or resignation of an employee.

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

iii. STAKEHOLDER'S RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee considers the following:

a) to consider and resolve the grievances of the security holders of the Companyincluding complaints related to transfer of shares non receipt of annual report nonreceipt of declared dividends etc.

b) to set forth the policies relating to and to oversee the implementation of the Codeof Conduct for Prevention of Insider Trading and to review the concerns received under theCode of Conduct.

The Company has adopted the Code of Internal Procedures and Conduct for PreventionRegulating Monitoring and Reporting of Insider Trading under the SEBI (Prohibition ofInsider Trading) Regulations. The Code lays down guidelines for procedures to be followedand disclosures to be made while dealing in the shares of the Company. The Company's Codeon prevention of Insider Trading also ensures timely and adequate disclosure of PriceSensitive Information as required under the Regulations.

iv. OTHER COMMITTEES:

INTERNAL COMPLAINT COMMITTEE:

The Company has formed the Internal Complaint Committee as required under the Section21 of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 read with the relevant rules for both the plant of the Company situated atBaddi Himachal Pradesh & Noida Uttar Pradesh.

The Internal Complaint Committee of the Company was reconstituted in accordance withthe provisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 during the year review. The respective Committees met two times eachduring the year and reviewed & discussed the relevant issues.

4. CORPORATE GOVERNANCE:

Your Company is committed to bind itself with good Corporate Governance standards. Ithas put in place an effective Corporate Governance System that ensures proper complianceof the provisions of Securities and Exchange Board of India (Listing Obligations andDisclosures Requirement) Regulations 2015 with Stock Exchange. A Corporate GovernanceReport MDA Report together with the Certificate from the Auditors of the Companyregarding compliance of conditions of Corporate Governance is made part of the AnnualReport.

The Management's Discussion and Analysis Report for the year under review asstipulated under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") is annexedto the Board report as Annexure I.

The Company has entered into the Listing Agreement with the Stock Exchange where theshares of the Company are listed in compliance with the provisions of the Securities andExchange Board of India (Listing Obligations and Disclosures Requirement) Regulations2015.

The Company has a proper mix of Executive and Non Executive Directors on Board and aWomen Director and Independent Directors appointed pursuant to the provisions of CompaniesAct 2013 and SEBI (LODR) Regulations 2015.

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

The Company has obtained the certificate from the company secretary in practiceregarding compliance of the conditions of the Corporate Governance and is annexed to theDirector's Report as Annexure II.

The statement containing additional information as required in Schedule V of theCompanies Act 2013 for the re-appointment & payment of remuneration to Mr. SurenderKumar Gupta Mr. Rajeev Gupta & Mrs. Vidhu Gupta is as under: (For a period 1st April2021 to 31st March 2022)

Particulars/ Name of the Director Surender Kumar Gupta Rajeev Gupta Vidhu Gupta
(i) Elements of remuneration package such as salary benefits bonuses stock options pension etc. - Salary - Salary - Salary
- Commission - Commission - Medical expenses
- Medical expenses - Medical expenses - Leave Travel
- Leave Travel Concession - Leave Travel Concession Concession
- Leave as per Company's rules - Leave as per Company's rules - Personal Insurance
- Club Membership Fees - Club Membership Fees - Other benefits as
- Personal Insurance - Personal Insurance may be determined
- Other benefits as may be determined by the Board. - Other benefits as may be determined by the Board. by the Board.
(ii) Details of fixed component and performance linked incentives along with the performance criteria;* Fixed Remuneration: Fixed Remuneration: Fixed
INR 200000/- p.m. INR 150000/- p.m. Remuneration:
INR 500000/- p.m. INR 300000/- p.m. (w.e.f INR 50000/- p.m.
(w.e.f 01.10.2021) 01.10.2021) INR 200000/- p.m. (w.e.f 01.10.2021)
Performance linked incentives: Nil Performance linked incentives: Nil Performance linked incentives: Nil
(iii) Service contracts notice period severance fees; and 1 month notice or 1 month salary in lieu thereof 1 month notice or 1 month salary in lieu thereof 1 month notice or 1 month salary in lieu thereof
(iv) Stock option details if any and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable. Nil Nil Nil

*However during the financial year Mr. Surender Kumar Gupta Mr. Rajeev Gupta &Mrs. Vidhu Gupta were paid the salary of INR 4200000/- INR 2700000/- & INR1200000/- respectively. The Directors have foregone remaining part of their salary forthe F.Y 2021-22.

5. RISK MANAGEMENT POLICY:

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

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

6. AUDITORS:

i. Statutory Auditors:

In accordance with Section 139 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 M/s. Dhirubhai Shah & Co. LLP CharteredAccountants Statutory Auditors of the Company shall retire at the conclusion of theensuing Annual General Meeting of the Company. Pursuant to the provisions of the CompaniesAct 2013 and the Companies (Audit and Auditors) Rules 2014 the Board of Directors basedupon the recommendation of the Audit Committee recommended for the appointment of M/s. V.V Kale & Company Chartered Accountants as the Statutory Auditors to the members atthe ensuing Annual General Meeting for a period of five years i.e. to hold office from theconclusion of this Annual General Meeting till the conclusion of the 40th Annual GeneralMeeting of the Company to be held in the year 2027.

Board's explanation and Comments:

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

Reporting of Fraud by Statutory Auditors:

As required under Section 143 (12) of Companies Act 2013 the Statutory Auditors havenot reported to the Board any instances of fraud committed against the Company by itsofficers or employees. Hence no such information is required to be mentioned in BoardsReport.

ii. Cost Auditors & Maintenance of Cost records:

As per Companies (Cost Records and Audit) Rules 2014 issued by the Ministry ofCorporate Affairs the provisions of Cost Audit are not applicable on the Company for theFinancial Year 2021-22. However the maintenance of cost records as specified by theCentral Government under Section 148(1) of the Companies Act 2013 are applicable on theCompany.

iii. Internal Auditors:

In compliance with Section 138 of Companies Act 2013 read with Rule 13 of Companies(Accounts) Rules 2014 M/s. V. V. Kale & Co. Chartered Accountants were appointed asan Internal Auditors of the Company to conduct Internal Audit for the Financial Year2021-22. The Internal Auditors have submitted their Internal Audit Report for theFinancial Year 2021-22 to the Board of Directors of the Company.

Board's explanation and Comments:

The Internal Audit Report given by the Internal Auditors of the Company does notcontain any qualification reservation or adverse remarks and does not require any furthercomments or explanations.

iv. Secretarial Auditors:

In compliance with the provisions of the Section 204 of Companies Act 2013 M/s. MohitBajaj & Associates Practising Company Secretaries were appointed as the SecretarialAuditors of the Company by the Board of Directors to conduct Secretarial Audit for theFinancial Year 2021-22.

a) Secretarial Audit & Report thereupon:

The Secretarial Audit Report as required under Section 204 of the Companies Act 2013for the financial year 2021 -22 is annexed to this Report as Annexure III.

Board's explanation and Comments:

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

b) Annual Secretarial Compliance Report:

The Company has obtained Annual Secretarial Compliance Report from M/s. Mohit Bajaj& Associates Practising Company Secretaries confirming compliance of SEBIRegulations/Circulars/Guidelines issued thereunder and applicable to the Company.

Board's explanation and Comments:

The Annual Secretarial Compliance Report does not require any further comments orexplanations as it does not contain any qualification reservation or adverse remark.

7. MANAGERIAL REMUNERATION:

The remuneration paid by the Company to its Managing Director & Whole TimeDirectors is as per the terms of their appointment. The details of the same are enumeratedbelow. No sitting fee is paid by the Company to the Non-executive directors. In additionthe Non-Executive directors are not holding any shares in the Company. The details ofremuneration paid to Managing Director/Whole Time Directors for the financial year ended31 st March 2022. (in INR)

Name Salary (Total) (P.A)* (in INR) Service Contract Details
Surender Kumar Gupta CMD 2400000/- Payment of Commission
6000000/- (w.e.f. 01.10.2021) Perquisites: Reimbursement of Medical expenses Leave Travel Concession Leave as per Company's rules Club Membership Fees Personal Insurance or other benefits as may be determined by the Board of Directors to be paid by the Company.
Other Benefits: Company's Car alongwith the driver.
Telephone & internet at residence shall be reimbursed by the Company. Reimbursement of entertainment expenses incurred for the Company's business.
Provident Fund Superannuation Fund Gratuity Leave Encashment.
Rajeev Gupta Whole Time Director 1800000/- Payment of Commission.
3600000/- (w.e.f. 01.10.2021) Perquisites: Reimbursement of Medical expenses Leave Travel
Concession Club Membership Fees Personal Insurance or other benefits as may be determined by the Board of Directors to be paid by the Company. Other Benefits: Company's Car alongwith the driver.
Telephone & internet at residence shall be reimbursed by the Company. Reimbursement of entertainment expenses incurred for the Company's business.
Provident Fund Superannuation Fund Gratuity Leave Encashment.
Vidhu Gupta Whole Time Director 600000/- 2400000/- (w.e.f. 01.10.2021) Perquisites: Reimbursement of Medical expenses Leave Travel Concession Personal Insurance to be paid by the Company.
Other Benefits: As may be determined by the Board of Directors.
Provident Fund Superannuation Fund Gratuity Leave Encashment.

*However during the financial year Mr. Surender Kumar Gupta Mr. Rajeev Gupta &Mrs. Vidhu Gupta were paid the salary of INR 4200000/- INR 2700000/- & INR1200000/- respectively. The Directors have foregone remaining part of their salary forthe financial year 2021-22.

8. JOINT VENTURES:

M/s. Amco India Limited had diversified its business and has entered into a Memorandumof Understanding with M/s. Krish Infrastructures Private Limited forming "KrishIcons' (AOP) for construction and development of Housing Projects in Bhiwadi. The ProfitSharing Ratio for Amco India Limited & Krish Infrastructures Private Limited in thesaid project is 40:60 respectively. The project is in progress and the Company has soldsome of the units that are completed.

9. PARTICULARS OF EMPLOYEES:

The information required under Section 197 (12) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 relating tothe ratio of the remuneration of each Director to the median employee's remuneration andthe statement showing the details of top ten employees in terms of remuneration is annexedto this report as Annexure IV.

10. ANNUAL RETURN:

In accordance with the provisions of Section 92 (3) of the Companies Act 2013 readwith Companies (Management and Administration) Rules 2014 the copy of the Annual Returnis available on the website of the Company athttp://www.amcoindialimited.com/reports-&-results.html

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

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

i. Conservation of Energy:

a) Steps Taken or Impact on Conservation of Energy:

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

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

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

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

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

b) Steps taken by the Company for utilizing alternate sources of Energy:

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

c) Capital Investment on Energy Conservation Equipments:

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

ii. Technology Absorption:

a) Efforts made towards Technology Absorption:

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

b) Benefits derived like product improvement cost reduction product development orimport substitution:

Not applicable.

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

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

d) Expenditure incurred on Research and Development:

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

iii. Foreign Exchange Earning & Outgo:

(INR in Thousands)
Particulars 2021-22 2020-21
Foreign Exchange Earning 0 0
Foreign Exchange Outgo 929.72 1919.71

12. PUBLIC DEPOSITS:

During the year under review the Company has not invited/accepted any deposits fromthe public and no amount on account of principal or interest were outstanding on depositswithin the meaning of Companies Act 2013 and rules made there under.

13. LOANS GUARANTEE & INVESTMENTS:

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

14. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of CSR are not applicable on the Company as the Company does not fallinto the prescribed criteria's provided under Section 135 of the Companies Act 2013.

15. CONTRACTS & ARRANGEMENTS WITH RELATED PARTY:

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were on an arm's length basis & in the ordinary course ofbusiness. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.

There were no materially significant related party transactions which could havepotential conflict with interest of the Company at large.

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

The details of the transactions with Related Parties at provided in the Form No. AOC 2as annexed to this report as Annexure V.

16. INTERNAL CONTROL SYSTEMS:

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

17. SECRETARIAL STANDARDS:

The Company has followed applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectively. TheCompany has complied with the provisions of all the applicable Secretarial Standards.

18. SHARE CAPITAL:

The Company has only one kind of share capital i.e. Equity shares with same votingrights. The Authorised Share capital of the Company is INR 75000000/- divided into7500000 shares of INR 10/- each. The Paid up share capital of the company is INR41100000/- divided into 4110000 equity shares of INR 10/- each.

i. Sweat Equity shares:

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

ii. Issue of further Share Capital:

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

iii. Buy back of Shares:

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

19. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016:

During the year under review no application was made nor any proceeding(s) were pendingunder the Insolvency and Bankruptcy Code 2016.

20. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS/ FINANCIAL INSTITUTIONSALONG WITH THE REASONS THEREOF:

There was no such instance of one-time settlement with any Bank or FinancialInstitution during the financial year 2021-22.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure. The details ofcomplaint of sexual harassment during the financial year 2021-22 are as follows:

• Number of complaints of sexual harassment received in the year: Nil

• Number of complaints disposed during the year: N.A.

• No. of cases pending for more than ninety days: Nil

• Nature of action taken by the employer or District Officer: N.A.

22. INDUSTRIAL RELATIONS:

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

23. ACKNOWLEDGEMENTS:

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

Place: Noida U.P For Amco India Limited
Date: 09.08.2022
sd/- sd/-
Surender Kumar Gupta Rajeev Gupta
Chairman & MD Whole Time Director
DIN: 00026609 DIN:00025410
Add: C-53-54 Sector 57 Add: C-53-54 Sector 57
Noida U.P-201301 Noida U.P-201301

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