Amco India Ltd.
|BSE: 530133||Sector: Metals & Mining|
|NSE: N.A.||ISIN Code: INE924B01011|
|BSE 00:00 | 19 Nov||12.80||
|NSE 05:30 | 01 Jan||Amco India Ltd|
Amco India Ltd. (AMCOINDIA) - Director Report
Company director report
TO THE MEMBERS
The Directors have pleasure in presenting the 31st Annual Report on the performance ofthe Company for the Financial Year ended 31st March 2018.
1. STATEMENT OF COMPANY'S AFFAIRS:
i. Financial Summary:
The performance of the Company for the financial year ended 31st March 2018is summarized below:
ii. Performance Review:
During the Financial Year 2017-18 the financial results of the Company weresatisfactory. The Company has earned the profit of Rs. 102.91 lacs during the year underreview in the comparison to the profit of Rs. 167.82 lacs during the previous FinancialYear.
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.
The Board has not recommended any dividend on the equity shares of the Company for thefinancial year ended 31st March 2018.
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 theBalance sheet:
The appointment of Mr. Naseem Ahmad as the Independent Director w.e.f 15thFebruary 2017 for the period of 5 years was ratified by the members in the 30th AnnualGeneral Meeting held on 26th September 2017.
During the year under review Mr. Surender Kumar Gupta was re-appointed as the ManagingDirector (Whole Time Key Managerial Personal)of the Company for the period of 5 yearsw.e.f 1st July 2017. The re-appointment was approved by the members in the30th Annual General Meeting of the Company.
The members in the 30th Annual General Meeting approved the re-appointment of Mr.Rajeev Gupta as the Whole Time Director of the Company w.e.f 1st July 2017 fora period of 5 years..
The re-appointment of Mrs. Vidhu Gupta Whole Time Director of the Company w.e.f 1stAugust 2017 for the period of five years was approved by the members at the 30th AnnualGeneral Meeting. The members also approved the increase in remuneration of Mrs. VidhuGupta w.e.f. 1st May 2017 in the Annual General Meeting held on 26th September 2017.
The Company has availed financial assistance from Axis Bank Limited and also otherBanks which is in the nature of Multiple Banking Arrangements and the Company is requiredto provide the bank the option to exercise the Strategic Debt Restructuring("SDR") scheme in future if the Company makes default in the re-payment of theprincipal as well as interest amount. The said proposal of SDR was approved by the membersof the Company in the 30th annual general meeting.
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 Financial year 2017-18 has witnessed the satisfactory results. With abundance ofsupplies with no increase in actual demand of the product due to the entry of new marketplayers the Company is continuously trying and changing its market strategy for better andimproved results. Due to stiff competition and other internal as well as external forcesyour Company faced the issues during the year under review.
The Company is in the process of bringing in better technology & expanding itsareas of operation and hopeful of much better results in the near future.
i. Meetings of the Board:
The Board met seven (8) times during the Financial Year 2017-18 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 Listing Agreement/SEBI (Lisiting Obligations &Disclosure Requirements) Regulations 2015 on Corporate Governance. For further detailsregarding number of meetings of the Board and its committees please refer CorporateGovernance Report annexed to the Annual Report.
ii. Changes in Board of Directors:
During the year under review the re-appointment of Mr. Surender Kumar Gupta as theManaging Director Mr. Rajeev Gupta & Mrs. Vidhu Gupta as the Whole Time Directors ofthe Company was approved by the members in the Annual General Meeting held on 26thSeptember 2017.
The appointment of Mr. Naseem Ahmad as Independent Director was ratified by members inthe 30th Annual General Meeting.
Except this there was no change in the Board of Directors of the Company during theyear under review.
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 SEBI (ListingObligations & 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/Training Policy have also been posted on the website of the Company at
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 6th March 2018 and the Independent Director's reviewed the performanceof:
a) The Executive Directors of the Company- viz. Mr. Surender Kumar Gupta Chairman& Managing Director Mr. Rajeev Gupta Whole - Time Director & Chief FinancialOfficer and Mrs. Vidhu Gupta Whole Time 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 Personnel (KMPs):
Mr. Surender Kumar Gupta (Managing Director) Mr. Rajeev Gupta (Whole Time Director)and Mrs. Vidhu Gupta (Whole Time Director) were re-appointed as the Whole Time KeyManagerial Personnel's of the Company during the year review. Except this there was nochange in the Key Managerial Personnels of the Company during the 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 aliadegree of fulfillment of key responsibilities Board structure and compositionestablishment and delineation of responsibilities to various Committees effectiveness ofBoard processes information and functioning information flow relationship with thestakeholders Company's performance & Company strategies.
The Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/ support to the management outside Board/ CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement by allBoard members and motivating and providing guidance to the Managing Director & CEO.
The areas on which the Committees of the Board were assessed included degree offulfillment of key responsibilities adequacy of Committee composition and effectivenessof meetings.
The performance evaluation of the Independent Directors was carried out on the basis ofthe three key roles of the Independent Directors - governance control & guidance.Some performance indicators bases upon which the independent directors were evaluated are:
i. Ability to contribute to corporate governance practices of the Company;
ii. Active participation in long term strategic planning;
iii. Commitment to the fulfillment of directors' obligations & fiduciaryresponsibility;
iv. Participation in Board and committee meetings.
The performance evaluation of the Chairman and the Executive Directors was carried outby the Independent Directors who also reviewed the performance of the Board as a whole.
viii. Policy for Appointment of Directors & Remuneration:
The policy of the Company for the appointment of Directors in place of one resigning orretiring or for some new introduction to the Board of Directors of the Company anddetermining the remuneration can be viewed at the website of the Company at
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:
a. AUDIT COMMITTEE:
Audit Committee Composition:
The Audit Committee is composed of following as Chairman & members :
i. Mr. Dharam Pal Aggarwal Chairman & member.
ii. Mr. Rajeev Gupta a member.
iii. Mr. Naseem Ahmad member.
Recommendations of Audit Committee not accepted by the Board:
All the recommendations made by the Audit committee during the year under review wereaccepted by the Board.
Vigil Mechanism (Whistle Blower Policy):
The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct. 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 duringfinancial year 2017-18. The policy is placed on the website of the Company at
b. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors (NRC) reviews the composition ofthe Board to ensure that there is an appropriate mix of abilities experience anddiversity to serve the interests of all shareholders and the Company.
Nomination & Remuneration Policy:
The policy of the Nomination & Remuneration Committee is based on the following:
i. 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;
ii. to decide whether qualification expertise and experience possessed by a person aresufficient / satisfactory for the concerned position;
iii. to determine the level & composition of remuneration which is reasonable &sufficient to attract retain & motivate directors to run the Company successfully;
iv. to ensure the relationship of remuneration with the performance;
v. 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 of theCompanies Act 2013 & SEBI (LODR) Regulations 2015 (earlier Listing Agreement);
vi. 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.
c. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee basically considers the following:
i. 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.
ii. 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.
d. 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 respective Committees met twotimes each during 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 which ensures that theprovisions of Securities and Exchange Board of India (Listing Obligations and DisclosuresRequirement) Regulations 2015 with Stock Exchanges are duly complied with. A CorporateGovernance Report MDA Report together with the Certificate from the Auditors of theCompany regarding compliance of conditions of Corporate Governance had been made a part ofthe Annual Report. The Management Discussion and Analysis Report is annexed to the Boardreport 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 Listing Agreement/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.
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. KeyRisk Indicators have been identified to measure the adequacy effectiveness and efficiencyof 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.
a. Statutory Auditors:
In accordance with Section 139 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 and on recommendation of the Audit Committee M/s.Dhirubhai Shah & Co. LLP Chartered Accountants were appointed as Statutory Auditorsof the company for the period of 5 years in the 30th Annual General Meeting of the Companyheld on 26th September 2017.
i. Board's explanation and Comments:
The Notes on Accounts read with the Auditors Report are self explanatory and thereforedo not require any further comments or explanations as the Auditor's Report given byauditors of the Company doesn't contain any qualification reservation or adverse remarks.
ii. Certificate from the Auditor:
The Company has obtained the certificate from the Auditors of the Company regardingcompliance of the conditions of the Corporate Governance and is annexed to the Board'sReport as ANNEXURE II.
b. Cost Auditors:
As per Companies (Cost Records and Audit) Rules 2014 issued by the Ministry ofCorporate Affairs on 13th June 2014 the provisions of Cost Audit andmaintenance of Cost records are not applicable on the Company for the Financial Year2017-18.
c. Internal Auditors:
In compliance with Section 138 of Companies Act 2013 read with Rule 13 of Companies(Accounts) Rules 2014 Mr. Adi Baman Chhoi Chartered Accountants were appointed asInternal Auditors of the Company to conduct Internal Audit for the Financial Year 2017-18.The Internal Auditors have submitted their Internal Audit Report for the Financial Year2017-18 to the Board of Directors of the Company.
d. 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 SecretarialAuditors of the Company by the Board of Directors to conduct Secretarial Audit for theFinancial Year 2017-18.
i. Secretarial Audit & Report thereupon:
The Secretarial Audit Report as required under Section 204 of the Companies Act 2013for the financial year 2017-18 is annexed to this Report as Annexure III.
ii. Board's explanation and Comments:
The Secretarial Audit report does not require any further comments or explanations asit does not contain any qualification reservation or adverse remark.
7. MANAGERIAL REMUNERATION:
a. Remuneration to Directors:
The remuneration paid by the Company to its Managing Director & Whole TimeDirectors is as per the terms of their appointment. The details of the same are enumeratedbelow. No sitting fee is paid by the Company to the Non-executive directors. Also TheNon-Executive directors are not holding any shares in the Company.
The details of remuneration paid to Managing Director/Whole Time Directors for thefinancial year ended 31st March 2018. (in. Rs.)
Mr. Surender Kumar Gupta Chairman & Managing Director of the Company hasforegone half of his salary w.e.f 01.04.2017 and later has foregone all of his salary i.ethe sum of Rs. 2400000/- w.e.f 01.08.2017.
Mr. Rajeev Gupta Whole Time Director of the Company has foregone major part ofhis salary i.e the sum of Rs. 1200000/- w.e.f 01.08.2017.
Mr. Vidhu Gupta Whole Time Director of the Company has foregone all of hersalary i.e the sum of Rs. 600000/- w.e.f 01.08.2017.
b. The information required under Section 197 (12) of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014relating to the ratio of the remuneration of each Director to the median employee'sremuneration is annexed to this report as ANNEXURE IV.
8. ANNUAL RETURN:
In accordance with the provisions of Section 92 (3) of the Act read with Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT 9 isannexed to this Report as Annexure V.
9. JOINT VENTURES:
M/s. Amco India Limited had diversified its business has entered into a Memorandum ofUnderstanding with M/s. Krish Infrastructures Private Limited forming "KrishIcons" (AOP) for construction and development of Housing Projects in Bhiwadi. TheProfit Sharing Ratio for Amco India Limited & Krish Infrastructures Private Limited inthe said project is 40:60 respectively. The project is still in progress and the Companyhas started fetching profit from the said project with M/s. Krish Infrastructures PrivateLimited.
10. PARTICULARS OF EMPLOYEES:
As per the information required under Section 197(12) of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 nodisclosure is required to be made as no employee is receiving salary exceeding Rs.850000 per month or Rs. 10200000 per annum.
11. PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The disclosure under Section 134(3)(m) of the Companies Act 2013 read with Companies(Accounts) Rules 2014 relating to foregoing matters are as follows.
a. Conservation of Energy:
i. Steps Taken or Impact on Conservation of Energy:
In the past few years the Company has tried to improve energy efficiency significantlyby various measures. Steps taken to conserve energy include:
At its plants the Company has carried out various actions to optimize energyconsumption and reduce losses.
The periodical reviews conducted at plants have given a number of actionableideas which are being implemented to conserve energy.
Energy efficient motors are being installed in order to optimize use of power.
In its plants and offices the Company has replaced conventional light fixtureswith energy efficient fixtures such as LED lights and tubes.
ii. Steps taken by the Company for utilizing alternate sources of Energy:
The Company is planning to take steps for utilizing alternate sources of energyincluding installation of solar light panel system for street lights and other such systemat its Plants.
iii. Capital Investment on Energy Conservation Equipments:
During the year under review the Company has made capital investment on energyconservation equipments. The equipment in which investment was made includes energyefficient motors and LED lights.
b. Technology Absorption:
i. Efforts made towards Technology Absorption:
The Company has neither entered into any technical collaboration with any foreigncountry nor imported any technology from any foreign country or organization.
ii. Benefits derived like product improvement cost reduction product development orimport substitution:
iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):
The Company has not imported any technology during the previous three financial years.
iv. Expenditure incurred on Research and Development:
No Research & Development work has been carried out by the Company during the yearunder review and therefore is no expenditure on this head.
12. PUBLIC DEPOSITS:
During the year under review the Company has not invited/accepted any deposits fromthe public with in the meaning of Companies Act 2013 and rules made there under.
13. LOANS GUARANTEE & INVESTMENTS:
The details of loans & advances given by the Company during the financial yearunder review can be viewed in respective notes to the Balance Sheet.
14. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of CSR are not applicable on the Company as the Company does not fallinto the prescribed criteria's.
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. During the year the Company hadnot entered into any contract / arrangement / transaction with related parties which couldbe considered material in accordance with the policy of the Company on materiality ofrelated party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at
The details of the transactions with Related Parties are provided in the Form No. AOC 2as annexed to this report as ANNEXURE VI.
16. INTERNAL CONTROLS 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. SHARE CAPITAL:
The Company has only one kind of shares i.e. Equity shares with same voting rights. TheAuthorised Share capital of the Company is Rs. 75000000/- divided into 7500000 sharesof Rs. 10/-each. The Paid up share capital of the company is Rs. 41100000/- dividedinto 4110000 equity shares of Rs. 10/- each.
a. Sweat Equity shares:
The Company has not issued any sweat equity shares during the financial year underreview.
b. Issue of further Share Capital:
The Company has not issued any further shares during the financial year under review.
c. Buy back of Shares:
During the year under review the Company has not made any offer to buy back itsshares.
18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.
The Company has not received any complaint of sexual harassment during the financialyear 2017-18.
19. INDUSTRIAL RELATIONS:
The relation with the employees continues to be peaceful and cordial throughout theyear. Your Board believes that trained and motivated people determine the futureaugmentation of the Company. Your Board places on record appreciation for the efforts andenthusiasm shown by employees at all levels.
It is our strong belief that caring for our business constituents has ensured oursuccess in the past and will do so in future. Your Directors would like to acknowledge andplace on record their sincere appreciation on the co-operation and assistance extended bythe various Government Authorities Company's Bankers etc. The Directors convey theirsincere thanks for the continued support given to the company by the esteemed shareholdersand valued customers. The Directors also recognize and appreciate the dedication and hardwork put in by the employees at all levels and their continued contribution to itsprogress.
By Order of the Board of Directors For AMCO INDIA LIMITED