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AMD Industries Ltd.

BSE: 532828 Sector: Industrials
NSE: AMDIND ISIN Code: INE005I01014
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OPEN 17.00
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VOLUME 669
52-Week high 28.40
52-Week low 12.00
P/E 4.87
Mkt Cap.(Rs cr) 32
Buy Price 16.30
Buy Qty 24.00
Sell Price 18.00
Sell Qty 100.00
OPEN 17.00
CLOSE 16.45
VOLUME 669
52-Week high 28.40
52-Week low 12.00
P/E 4.87
Mkt Cap.(Rs cr) 32
Buy Price 16.30
Buy Qty 24.00
Sell Price 18.00
Sell Qty 100.00

AMD Industries Ltd. (AMDIND) - Director Report

Company director report

Dear Shareholders

Your Directors are pleased to present the 35th Annual Report togetherwith audited accounts for the financial year ended 31st March 2018.

Financial Results

The financial performance of the Company for the financial year ended

31st March 2018 is summarized below:

(Rs. in Lakhs)

Particulars

Financial Year 2017-18*

Financial Year 2016-17*

Revenue from Operations (net of excise duty)

15462.76

17600.90

Other Income

361.40

67.42

Total

15824.16

17668.32

Profit from operations before Financial Costs

1705.55

2305.99

Depreciation Exceptional Items & Tax Expenses
Financial Costs

898.96

903.65

Profit before Depreciation Exceptional Item &

806.59

1402.34

Taxation
Depreciation

1021.79

1160.36

Profit before Exceptional Items and Tax

-215.20

241.98

Expenses
Exceptional Items

-

-

Profit before Tax

-215.20

241.98

Less: Tax Expenses

141.10

19.97

Profit/Loss for the year

-74.10

201.95

Other Comprehensive Income

-12.56

-22.10

Net Profit/Loss

-86.66

179.85

Appropriations:
General Reserve

Nil

Nil

Dividend on Equity Shares

Nil

Nil

Tax on Dividend

Nil

Nil

Balance Carried to Balance Sheet

-107.77

23.42

TOTAL

-86.66

179.85

*The above figures are extracted from the standalone financialstatements prepared as per

Indian Accounting Standards (Ind AS). For the purposes of transition toInd AS the Company has followed the guidance prescribed in Ind AS. First-Time Adoption ofIndian Accounting Standards with April 1 2016 as the transition date and IGAAP as theprevious GAAP.

Indian Accounting Standard

The Ministry of Corporate Affairs (MCA) vide its notification in theOfficial Gazette dated February 16 2015 notified the Indian Accounting Standards (Ind

AS) applicable to certain classes of companies and the listedCompanies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 ofthe Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014. For AMDIndustires Limited Ind AS is applicable from April 1 2017 with a transition date ofApril 1 2016 and IGAAP as the previous GAAP

Operations

During the year under review your Company registered total revenue ofRs. 15462.76 lakhs as compared to previous year's revenue of Rs. 17600.90 lakhwhich shows a de-growth of approx. 12.14% over the previous year. But thisdifference includes the impact of Exicse duty and collection of real estate revenue. Thetotal Operational revenue (Sale of Product) for the year 2017-18 was of Rs. 12303.84 Lakhsas compared to the year 2016-17 of Rs. 13471.85 Lakhs and there is a degrowth of Rs.1168Lakhs approx. 8.7% less from last year. There is a Net Loss of 86.66 Lakhs ascompared to Net Profit of Rs. 179.85 Lakhs (The profit reported for the previous year2016-17 was 23.42 Lakhs the difference of Rs. 156.43 Lakhs is due to implementation ofIndian Accounting Standard)

Packaging business

During the year under review there is a decrease in profit before taxand exceptional items against last year which is mainly due to decrease in overall sales.Over all sales (including Job work) in PET Performs were down by approx. 8 % against lastyear. The sales of crowns improved by 14% but Closures down by 23 % than last year. Thenew product PET Jar was launched in in the month of August 2017 which marked the sale ofRs. 4.43 Crores till the end of the reporting financial year 2017- 2018. So the overallsales of product including Job work decreased by approx 11%.

Real Estate Business

The company through its related company AMD Estates & DevelopersPrivate Limited is developing a Commercial Complex at Sector-114 Gurgaon Haryana incollaboration with VSR Infratech Private Limited New Delhi. Since growth in the realestate market of the country has been stagnant the development of this project has sloweddown considerably. During the year under review the company has received revenue of Rs.71.16 Lakhs from this project.

Expansion

The company is exploring opportunities to expand its business in othergeographies of the country.

Dividend

Your directors' recommends no divided for this financial year 2017-18due to decrease in profit as shown herein above in financial results of the Company.

Fixed deposits

During the financial year 2017-18 your Company has not invited oraccepted any deposits from the public within the meaning of provisions of Section 73 ofthe Companies Act 2013.

Board Directors and Key Managerial Personnel

Your Company's Board has an optimum combination of ExecutiveNon-executive and Independent Directors with one women Director as per the requirementsof Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (‘SEBI Listing Regulations'). The composition of the Board and the IndependentDirectors of the Company meet all the criteria mandated by SEBI Listing Regulations 2015and the Companies Act 2013. In accordance with the provisions of the Act and the Articlesof Association of the Company Mr. Ashok Gupta Chairman cum Whole Time Director of theCompany will retire by rotation at the ensuing Annual General Meeting and being eligiblehas offered himself for re-appointment. The Company has received necessary declarationsfrom each of the Independent Directors under section 149(7) of the Companies Act 2013that he/she meets the criteria of the independence as laid down in section 149(6) of theCompanies Act 2013 and Clause 49 and Regulation 16(1) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The details of programs for familiarization of Independent Directorswith the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company and related mattersare put up on the website of the Company at the link: http://amdindustries.com/Familiarisation%20Programme%20for%20Independent%20 Directors.pdf.

Policy on directors' appointment and remuneration

The Board has constituted a Nomination & Remuneration Committee forformulating the criteria for determining qualifications positive attributes andindependence of a director identify persons who are qualified to become

Director and persons who may be appointed in Key Managerial and SeniorManagement positions in accordance with the criteria laid down in Nomination &Remuneration policy and to recommend to the Board appointment and removal of DirectorKMP and Senior Management Personnel. The objective of the Nomination & RemunerationPolicy is also to set out the principles governing the Company's Remuneration systems inorganizational guidelines.

Board Evaluation

The Company has adopted a Performance Evaluation Policy for evaluationof performance of Independent Directors Board Committees and other individual Directors(non-executive directors and executive directors). On the basis of this Policy a processof evaluation is being followed by the Board for evaluation of its own performance andthat of its Committees and individual Directors.

The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of a questionnaire on board governance andperformance issues. Individual directors met with the Chairman of the Company to discusstheir responses.

The performance of the committees was evaluated by the Board aftergetting an evaluation report from the members of each committee which evaluates theperformance of the Committee against its stated objectives and responsibilitieseffectiveness of committee meetings etc. during the year. The Board reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings committed to the Company's values beliefs and ethics etc. Inaddition 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 ofdirectors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts for the year ended March31 2018 the applicable accounting standards have been followed and there are no materialdepartures from the same;

b) the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the

Company as at March 31 2018 and of the profit of the Company for theyear ended on that date;

c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the directors have prepared the annual accounts on a ‘goingconcern' basis;

e) the directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

f) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

Auditors and Auditors' Report Statutory Auditors

Pursuant to the provision of section 139 of Companies Act 2013 M/sGoyal Nagpal & Co. Chartered Accountants (FRN-018289C) was appointed as a

Statutory Auditors of the Company for a period of five years by theShareholders in its Annual General Meeting held on 28.09.2017 subject to ratification inevery

Annual General Meeting.

Vide Companies (Amendment) Act 2017 and enforcement of relevantprovisions on 07th May 2018 by Ministry of Corporate Affairs the provision with regardto ratification of appointment of Statutory Auditor has been abolished.

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

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

Cost Auditors

Referring notification of Ministry of

31st December 2014 with respect to applicability of Companies (CostRecords and Audit) Amendment Rules 2014 your company is not required to get its costrecords audited and thus did not proceed towards conducting Audit of Cost Audit for thefinancial year 2017-18.

Secretarial Auditor

M/s AGG & Associates Company Secretaries New Delhi was appointedto conduct Secretarial Audit for the financial year 2017-18 as required under section 204of the Companies Act 2013 and rules there under. The Secretarial Audit Report issued byM/s AGG & Associates is forms part of the Annual Report as Annexure-I. It does notcontain any qualification reservation or adverse remark.

Associate/ Joint Venture/ Subsidiary Companies

The company has no associate/ joint venture and subsidiary companiesduring the financial year under review.

The policy for determining material subsidiaries as approved by theBoard may be accessed 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 legallyethically and sustainably. At AMD the goal of corporate governance is to ensure fairnessfor every stakeholder. We believe sound corporate governance is critical to enhance andretain investor trust. We always seeks to ensure that our performance is driven byintegrity. Our Board exercises its fiduciary responsibilities in the widest sense of term.We also endeavor to enhance long- term shareholder value and respect minority rights inall our business decisions.

Our Corporate governance report for fiscal 2018 forms part of thisAnnual Report.

Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee (CSR Committee) hasformulated and recommended to the Board a Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken by the Company which has been approvedby the Board. The CSR Policy may be accessed on the Company's website at the link:http://amdindustries.com/Corporate%20 Social%20Responibility%20Policy.pdf During the yearin compliance with CSR provisions Company has spent Rs. 7.55 Lakhs on CSR activities. Thebrief content of CSR policy is given in the Annual Report on CSR activities is annexedherewith as Annexure II.

Further pursuant to the provisions of rule 3 sub rule (2) of theCompanies (Corporate Social Responsibility Policy) Rules 2014 the provisions of section

135 in relation to spend 2% of the profit on CSR is no more applicablefrom 2018-19 onwards as the profit of the company for last 3 years are below 5% till theCompany comes under the purview of Section 135 of the Companies Act 2013. However Companymay continue the same voluntarily being a socially responsible Cororate.

Internal Financial Controls

The Company has in place adequate internal financial controls withreference to financial statements. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.

Meetings of the Board

The Board met four times during the financial year 2017-18 the detailsof which are given in the Corporate Governance Report. The maximum interval between anytwo meetings did not exceed 120 days as prescribed in the Companies Act 2013.

Committees

Currently the Board has five Committees: the Audit Committee the CSR

Committee the Nomination and Remuneration Committee the Management

Committee the Stakeholder Relationship Committee. A detailed note onthe composition of the Board and its Committees is provided in the Corporate GovernanceReport section of this Annual Report.

Particulars of Loans given Investments made Guarantees given andSecurities provided

Particulars of loans given investments made guarantees given andsecurities provided along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient are provided in the financial statements.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Companyduring the financial year under review with related parties were in the ordinary course ofbusiness and at arm's length basis. During the year the Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of related partytransactions.

The Company has a Policy on materiality of and dealing with RelatedParty Transactions as 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 ExchangeEarnings and Outgo

The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required to be disclosed under theAct are provided in Annexure III to this Report.

Vigil Mechanism/Whistle Blower policy

The Vigil Mechanism/Whistle Blower Policy of the Company aims toprovide an avenue for directors and employees to raise concerns of any violations of legalor regulatory requirements incorrect or misrepresentation of any financial statements andreports unethical behavior violation of Code of Conduct etc. This policy also aims tocreate an environment where individuals feel free and secure to raise the alarm where theysee a problem. 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 onthe 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 theprovisions of Section 197(12) of the Act read with Rules 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are annexed herewith as AnnexureIV to this Report.

Risk Management

Risk is an integral and unavoidable component of business and yourcompany is committed to managing the risk in a proactive and effective manner. In today'schallenging and competitive environment strategies for mitigating inherent risks inaccomplishing the growth plans of the Company are imperative. The common risks inter aliaare: Regulations competition Business risk Technology obsolescence Investmentsretention of talent and expansion of facilities.

Business risk inter-alia further includes financial risk politicalrisk legal risk.

Your Company adopts systematic approach to mitigate risks associatedwith accomplishment of objectives operations revenues and regulations. During the yearyour company has adopted a Risk Management Policy. Our risk management policy focuses onthree key elements 1) Risk Assessment; (2) Risk Management; and (3) Risk Monitoring. RiskAssessment consists of a detailed study of threats and vulnerability and resultantexposure to various risks. Risk Management and Risk Monitoring are important inrecognizing and controlling risks. Risk mitigation is an exercise aiming to reduce theloss or injury arising out of various risk exposures.

The Audit Committee of the Company reviews the Risk Management Policyand its implementation.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as AnnexureV to this Report.

Disclosures

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

1. Issue of equity shares with differential rights as to dividendvoting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of theCompany receive any remuneration or commission from any of its related company.

4. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

Sexual Harassment Policy

All the Company's units maintain 100% compliance with local andnational laws regarding ethics and human rights. AMD has formed Internal ComplaintsCommittees at all of its operational locations where employees can register theircomplaints against sexual harassment. This is supported by the Anti-Sexual HarassmentPolicy which ensures a free and fair enquiry process with clear timelines for resolution.All employees are sensitised on these topics through structured training programme casesof child labour forced labour involuntary labour sexual harassment and discriminatoryemployment were reported during the period.

Green Initiative

As in the previous years this year too Notice of 35th Annual GeneralMeeting of the Company and Annual Report of the Company for the financial year 2017-

18 are sent to all members whose e-mail addresses are registered withthe Company/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 sincereappreciation of the cooperation and support of our customers business associates andbankers for their continued support during the financial year.

Your Directors wish to convey our deep appreciation to the dealers ofthe Company for their achievements in the area of sales and service and to suppliers/vendors for their valuable support.

Your Directors also place on record our sincere appreciation for theenthusiasm and commitment of Company's employees for the growth of the Company and lookforward to their continued involvement and support.

On behalf of the Board of Directors

Ashok Gupta Chairman (DIN- 00031630)

Place: New Delhi Date: 25.05.2018