Your Directors are pleased to present the 37th Annual Report together withaudited accounts for the financial year ended 31st March 2020.
The financial performance of the Company for the financial year ended 31st March2020 is summarized below:
(Rs. in Lakhs)
|Particulars ||Financial Year ||Financial Year |
| ||2019-20 ||2018-19 |
|Revenue from Operations (net of excise duty) ||17454.57 ||15572.06 |
|Other Income ||61.27 ||349.69 |
|Total ||17515.84 ||15921.75 |
|Profit from operations before Financial Costs Depreciation Exceptional Items & Tax Expenses ||1788.53 ||1847.31 |
|Financial Costs ||653.01 ||855.00 |
|Profit before Depreciation Exceptional Item & Taxation ||1135.52 ||992.31 |
|Depreciation ||1021.85 ||1031.58 |
|Profit before Exceptional Items and Tax Expenses ||113.67 ||-39.27 |
|Exceptional Items ||-479.47 ||- |
|Profit before Tax ||593.14 ||-39.27 |
|Less: Tax Expenses ||74.98 ||-62.34 |
|Profit/Loss for the year ||518.16 ||23.07 |
|Other Comprehensive Income ||-9.59 ||-3.89 |
|Net Profit/Loss ||508.57 ||19.18 |
|Appropriations: ||Nil ||Nil |
|General Reserve ||Nil ||Nil |
|Dividend on Equity Shares ||Nil ||Nil |
|Tax on Dividend ||Nil ||Nil |
|Balance Carried to Balance Sheet ||508.57 ||19.18 |
|TOTAL ||508.57 ||19.18 |
Global health pandemic from COVID-19
The COVID-19 pandemic has caused a huge disruption creating an unprecedented impact onthe financial well-being of nations corporations and individuals. The World HealthOrganization declared a global pandemic of the Novel Coronavirus disease (COVID-19) onFebruary 11 2020.
In India too which implemented a lockdown since 25 March 2020 the pandemic hascreated shocks ripping through society and the world of business. The picture of millionsof unemployed daily wage workers and their families trying to trudge back to theirvillages hundreds of kilometres away shut factories and stores; empty construction sites;and a nation being deprived of its natural economic vigor are the other sides of thisscourge.
In keeping with its employee-safety first approach the Company quickly institutedmeasures to trace all employees and be assured of their well-being. The company hasadopted series of initiatives related to COVID-19 awareness with a focus on the health andwellness of employees. We have extended support to the employees impacted by thispandemic. The Company would implement a phased and safe return-to-work plan as and whenlockdown restrictions are relaxed.
On the other side being a seasonal business the company has lost its most of thebusiness for the year due to this pandemic. The main season of the business of the Companyis of summer which generally starts in the first quarter of the calendar year. The effectof this pandemic on the business of the Company could be analysed in the finanacial year2020-21. However by way of small contribution to the company to fight the financial crunchManaging Director and Whole Time Director has surrendered their remuneration in part tillthe period of financial recovery.
Circulation of Annual Reports in electronic form In view of the prevailing COVID-19situation and consequent lockdown across the country the Ministry of Corporate Affairs(MCA) has exempted companies from circulation of physical copies of Annual Report forFY2020.
Accordingly the Annual Report of the Company for FY2020 is being sent only by email tothe members and all other persons/entities entitled to receive the same. This AnnualReport along with other documents is also available on the Company's website Circulationof Annual Reports in electronic form. In view of the prevailing COVID-19 situation andconsequent lockdown across the country the Ministry of Corporate Affairs (MCA) hasexempted companies from circulation of physical copies of Annual Report for FY2020.
Accordingly the Annual Report of the Company for FY2020 is being sent only by email tothe members and all other persons/entities entitled to receive the same. This AnnualReport along with other documents is also available on the Company's websitehttp://amdindustries.com/Annual%20Report%202019-20.pdf
Operations & Business
During the year under review your Company registered total revenue of Rs.17454.57 lakhsas compared to previous year's revenue of Rs.15572.06 lakhs which shows a growth ofapprox. 12.08% over the previous year. The total revenue from Sale of Product for the year2019- 20 was of Rs.15163.21.Lakhs as compared to the year 2018-19 of Rs.12998.00 Lakhswhich shows a growth of 16.65 % from last year. There is a Net Profit of Rs 508.57 Lakhsin the year 2019-20 as compared to Net Profit of Rs.19.18 Lakhs from the last year2018-19.
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. The said project is at its last lag to completeand will be ready to deliver soon. During the year under review the company has receivedrevenue of Rs. 174.75 Lakhs from this project.
The company is exploring opportunities to expand its business in other geographies ofthe country.
Looking into unprecedented impact on the financial well-being on the company due toCovid-19 in the coming year your directors' recommends no divided for this financial year2019-20.
During the financial year 2019-20 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').With effect from 01.04.2020 AMD Industries Limited falls under top2000 listed entities based on the market capitalization at the bourses of National StockExchange although . However the position was reverese on the Bombay Stock Exchange. Thusto comply with the requirement of regulation 17 (1) (C) SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (SEBI Listing Regulations')on therecommendation of Nomination and Remueration Committee Mr. Tilak Raj having DIN- 08824847is appointed as Independent Non- Executive Director with effect from 07.08.2020 for a termof 5 years.
The tenure of Mr. Prabhat Krishna will be expiring in the forthcoming Annual GeneralMeeting. The Board placed on record its sincere appreciation for guidance services andmentorship provided by Mr. Prabhat Krishna as an independent Director and Chairman ofVarious committees.
The Board of Directors of the Company proposed and recommended Mr. Subhash Chander Dua(DIN:08839210) as a Non- Executive Director for the approval of shareholders inforthcoming Annual General Meeting. He is having the experience of more than 40 years andexpertise in the relevant field. His association with the company is also too long.
The composition of the Board and the Independent Directors of the Company meet all thecriteria mandated by SEBI Listing Regulations 2015 and the Companies Act 2013.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Ashok Gupta Chairman cum Whole Time Director of the Company will retire byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre-appointment.
There was no change in the Key Managerial Personnel of the Company during the financialyear 2019-20.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board met four times during the financial year 2019-20 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.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
a) in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
b) the directors have 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 as at March 31 2020 and of the profit& Loss of the Company for the year ended on that date;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors have prepared the annual accounts on a going concern' basis;
e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
DECLARATION BY INDPENDENT DIRECTORS
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 Board took on record the declaration and confirmation submitted by the independentdirectors regarding them meeting the prescribed criteria of independence afterundertaking due assessment of the veracity of the same in terms of the requirements ofregulation 25 of the SEBI Listing Regulations.
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 % 20Directors.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 salient features of the policy on directors' appointment and remuneration forms apart of the Corporate Governance Report'. The said policy is placed on the Company'swebsite at http://amdindustries.com/AMD%20-%20Remuneration%20Policy.pdfpolicy.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 the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings committed to the Company's values beliefs and ethicsetc. In addition the Chairman was also evaluated on the key aspects of his role.
Auditors and Auditors' Report
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.
M/s AGG & Associates Company Secretaries New Delhi was appointed to conductSecretarial Audit for the financial year 2019-20. as required under section 204 of theCompanies Act 2013 and rules there under. The Secretarial Audit Report issued by M/s AGG& Associates is forms part of the Annual Report as Annexure-I. It does not contain anyqualification reservation or adverse remark.
Reporting of frauds by auditors
During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.
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 2020 forms part of this Annual Report.
Corporate Social Responsibility (CSR)
The provision of section 135 of the Companies Act 2013 is not applicable on theCompany. However Company and its promoters fulfill its Social Responsibility in otherforms to serve the country.
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.
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
Material changes and commitments
There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company and thedate of this Report.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure II to this Report.
Vigil Mechanism/Whistle Blower policy
The Vigil Mechanism/Whistle Blower Policy of the Company aims to provide anavenue for directors and employees to raise concerns of any violations of legal orregulatory 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 on the Company'swebsite at: http://amdindustries.com/Whistle%20Blower%20 Policy%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 this Report.
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 riskpolitical 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 Company reviews the Risk Management Policy and itsimplementation.
Extract of Annual Return
Pursuant to Notification of Ministry of Corporate Affairs dated 28.08.2020 a companyshall not be required to attached the extract of the Annual Return with the Board's Reportin Form No. MGT.9 in case the web link of such annual return has been disclosed in theBoard's Report.
Accordingly the extract of Annual Return may be accessed through the following link:http://amdindustries.com/MGT-9%20EXTRACT%20OF%20ANNUAL%20RETURN%20AS%20ON%2031.03.2020..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. The financial results/statement of the Company are placed on the website of theCompany.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its related company.
5. 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.
6. There is no change in the nature of business.
7. The company does not come under the purview of the Cost Audit.
Secretarial standards of ICSI
The Company has complied with the requirements prescribed under the SecretarialStandards on Meetings of the Board of Directors (SS1) and General Meetings(SS2).
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 37th Annual GeneralMeeting of the Company and Annual Report of the Company for the financial year 2019-20 aresent to all members whose e-mail addresses are registered with the Company/DepositoryParticipant(s). For members who have not registered their e- mail addresses requested toregister their e-mail ids. Due to Covid-19 copies are not being sent in the physical mode.The same is available on the website of the Company as well as of Stock Exchanges.
Your Directors take this opportunity to express their sincere appreciation of thecooperation and support of our customers business associates and bankers for theircontinued support during the financial year.
Your Directors wish to convey our deep appreciation to the dealers of the Company fortheir achievements in the area of sales and service and to suppliers/ vendors for theirvaluable support.
Your Directors also place on record our sincere appreciation for the enthusiasm andcommitment of Company's employees for the growth of the Company and look forward to theircontinued involvement and support.
| ||On behalf of the Board of Directors |
| ||Ashok Gupta |
|Place: New Delhi ||Chairman |
|Date: 14/09/2020 ||(DIN- 00031630) |