Your Directors are pleased to present the 36th Annual Report together withaudited accounts for the financial year ended 31 st March 2019.
The financial performance of the Company for thest March 2019 is summarizedbelow:
| || ||(Rs. in Lakhs) |
|Particulars ||Financial Year 2018-19* ||Financial Year 2017-18* |
|Revenue from Operations (net of excise duty) ||15572.06 ||15449.33 |
|Other Income ||349.69 ||382.58 |
|Total ||15921.75 ||15831.91 |
|Profit from operations before Financial Costs ||1847.31 ||1705.55 |
|Depreciation Exceptional Items & Tax Expenses || || |
|Financial Costs ||855.00 ||898.96 |
|Profit before Depreciation Exceptional Item & ||992.31 ||806.59 |
|Taxation || || |
|Depreciation ||1031.58 ||1021.79 |
|Profit before Exceptional Items and Tax ||-39.27 ||-215.20 |
|Expenses || || |
|Exceptional Items ||- ||- |
|Profit before Tax ||-39.27 ||-215.20 |
|Less: Tax Expenses ||-62.34 ||141.10 |
|Profit/Loss for the year ||23.07 ||-74.10 |
|Other Comprehensive Income ||-3.89 ||-12.56 |
|Net Profit/Loss ||19.18 ||-86.66 |
|Appropriations: || || |
|General Reserve ||Nil ||Nil |
|Dividend on Equity Shares ||Nil ||Nil |
|Tax on Dividend ||Nil ||Nil |
|Balance Carried to Balance Sheet ||19.18 ||-86.66 |
|TOTAL ||19.18 ||-86.66 |
*The above figures are extracted from the standalone financial statements prepared asper Indian Accounting Standards (Ind AS). For the purposes of transition to Ind AS theCompany has followed the guidance prescribed in Ind AS.First-Time Adoption of IndianAccounting Standards with April 1 2016 as the transition date and IGAAP as the previousGAAP
Indian Accounting Standard
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (Ind AS) applicable tocertain classes of companies and the listed Companies. Ind AS has replaced the existingIndian GAAP prescribed under Section 133 of the Companies Act 2013 read with Rule 7 ofthe Companies (Accounts) Rules 2014. For AMD Industries Limited Ind AS is applicablefrom April 1 2017 with a transition date of April 1 2016 and IGAAP as the previous GAAP
During the year under review your Company registered total revenue from operations ofRs. 15572.06 lakhs as compared to previous year's revenue of Rs. 15 449.33 lakh whichshows a slight growth of approx. 0.80 % over the previous year. But this differenceincludes the impact of Exicse duty and collection of real estate revenue. The totalOperational revenue (Sale of Product) for the year 2018-19 was of Rs. 12998.00 Lakhs ascompared to the year 2017-18 of Rs. 12303.84 Lakhs and there is a growth of Rs. 694.16Lakhs approx. 5.64 more from last year. There is a Net Profit of 19.18 Lakhs as comparedto Net Loss of Rs. 86.66 Lakhs.
During the year under review all the operation lines & the production capacity ofthe Ghaziabad unit situated at C-4 & C-5 site 3 Meerut Road Industrial AreaGhaziabad Uttar Pradesh has been shifted to its Neemrana Plant located at SP-32 RIICOIndustrial Area Neemrana Rajasthan. The consolidated Plant manufacturing lines at itsNeemrana Plant will result in better control of the operations and on the other hand therewill be no effect on the overall cumulative financialyear installed productionended31capacity of AMD Industries Limited before and after the shifting.
During the year under review there is a minor improvement in performance of revenuefrom operation against last year which over all Revenue increased by 6.94%. Revenue fromoperations increased by 7.35% jobwork by 14.08% and sale of product by 9.80%. So theoverall sales of product including Job work increased by approx 6.38%.
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. 46.92 Lakhs fromthis project.
The company is exploring opportunities to expand its business in other geographies ofthe country.
The Board of Directors of your Company after considering holistically the relevantcircumstances and keeping in view other things has decided that it would be prudent notto recommend any Dividend for the year under review.
Transfer of Unpaid and Unclaimed Amounts to IEPF
Pursuant to the provisions of Section 124(5) of the Companies Act 2013 dividend whichremains unpaid or unclaimed for a period of seven years from the date of its transfer tothe unpaid dividend account is required to be transferred by the Company to InvestorEducation and Protection Fund (IEPF) established by the Central Government under theprovisions of Section 125 of the Companies Act 2013. During the year under review theCompany has credited unpaid/ unclaimed dividends of financial year 2010-11 amounting toRs.127804/- lying in the unpaid dividend account to IEPF in due course of time. Theamount of Unclaimed divided as on date of ensuing Annual General Meeting for the financialyear 2011-12 is due for transfer in current year.
During the financial year 2018-19 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
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 ofthe Company Mr. Adit Gupta Managing Director of the Company will retire by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forre-appointment. Your Company has total of 5 Directors Mr Ashok Gupta and Mr. Adit Guptabeing executive directors and Ms. Shubha Singh Mr. Mahipal and Mr. Prabhat Krishna asIndependent Directors. The first term of five years of Mr. Prabhat Krishna & Mr.Mahipal is going to expire in the year 2019 as they were appointed on 26.09.2014 and interms of provision of section 149 eligible for re-appointment for another term of 5 yearby passing the special resolution. Your Board of Directors is recommending there-appointement of Mr. Mahipal for another term of 5 years and Mr. Prabhat Krishna for oneyear.
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.
Policy on directors' appointment and remuneration
The Board has constituted a Nomination & Remuneration Committee for formulating thecriteria for determining qualifications positive attributes and independence of adirector identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in Nomination & Remuneration policy and to recommend to the Boardappointment and removal of Director KMP and Senior Management Personnel. The objective ofthe Nomination & Remuneration Policy is also to set out the principles governing theCompany's Remuneration systems in organizational guidelines. The detailed Nomination andRemuneration Policy of the Company has been put on the website of the company at the link: http://amdindustries.com/AMD%20-%20 Remuneration%20Policy.pdf
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 theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings committedto the Company's values beliefs and ethics etc. In addition the Chairman was alsoevaluated 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 annualaccounts for the year ended March 31 2019 the applicable accounting standards have beenfollowed and there are no material departures from the same; b) the directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2019 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 be followedby the Company and that such internal financial controls are adequate and are operatingeffectively; 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/s Goyal Nagpal &Co. Chartered Accountants (FRN-018289C) was appointed as a Statutory Auditors of theCompany for a period of five years by the Shareholders in its Annual General Meetingheld on 28.09.2017 subject to ratification in every Annual General Meeting.
Vide Companies (Amendment) Act 2017 and enforcement of relevant provisions on 07thMay 2018 by Ministry of Corporate Affairs the provision with regard to ratification ofappointment of Statutory Auditor has been abolished.
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 doesnot contain any qualification reservation or adverse remark.
Referring notification of Ministry of 31st December 2014 with respect to applicabilityof Companies (Cost Records and Audit) Amendment Rules 2014 your company is not requiredto get its cost records audited and thus did not proceed towards conducting Audit of CostAudit for the financial year 2018-19.
M/s AGG & Associates Company Secretaries New Delhi was appointed to conductSecretarial Audit for the financial year 2018-19 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 notcontain any qualification 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 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 2019 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 Pursuant to theprovisions of rule 3 sub rule (2) of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 the provisions of section 135 in relation to spend 2% of the profit onCSR is still not applicable for the year 2018-19 as the profit of the company for last 3years are below 5% till the Company comes under the purview of Section 135 of theCompanies Act 2013. However Company may continue the same voluntarily being a sociallyresponsible Corporate.
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 four times during the financialyear 2018-19 the details of which aregiven in the Corporate Governance Report. The maximum interval between any two meetingsdid not exceed 120 days as prescribed in the Companies Act 2013.
Currently the Board has five Committees: the Audit Committee the 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
For the purpose of various banking facilities Brickwork Rating India Private Limitedhas given the rating of BBB- for the year under review in comparison of earlier year i.e.BBB+ which is mainly due to decrease in overall performance of the Company.
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 in AnnexureII 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 III to thisReport.
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 IV tothis Report. The Annual Return may be accessed on the Company's website on following link:http://amdindustries.com/Annual%20Return%20-%202018.pdf
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.
Sexual Harassment Policy
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 timelines for resolution. All employees are sensitisedon these topics through structured training programmes. No cases of child labour forcedlabour involuntary labour sexual harassment and discriminatory employment were reportedduring the period.
As in the previous years this year too Notice of 36th Annual General Meeting of theCompany and Annual Report of the Company for the financial year 2018- 19 are sent to allmembers whose e-mail addresses are registered with the Company/Depository Participant(s).For members who have not registered their e- mail addresses physical copies are sent inthe permitted mode.
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 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 |
|Place: New Delhi ||Chairman |
|Date: 13.08.2019 ||(DIN- 00031630) |