To the Members
Your Directors are pleased to present the 49th Annual Report together with the AuditedFinancial Statements of the Company for the Financial Year ended on 31/03/2021.
(Rs. in 000's)
|Particulars ||Year ended on 31/03/ 2021 ||Year ended on 31/03/2020 |
|Total Income ||28032.62 ||29450.32 |
|Profit/(Loss) before Interest Taxes Depreciation Amortization & ||13142.82 ||14342.43 |
|Exceptional Items || || |
|Less: Finance Cost ||5119.95 ||4296.48 |
|Less: Depreciation & Amortization ||4680.03 ||4948.57 |
|Less: Exceptional Items ||- ||5153.65 |
|Profit / (Loss) before Tax ||3342.84 ||(56.27) |
|Current Tax ||575.00 ||- |
|Deferred Tax ||(454.00) ||(314.00) |
|Profit / (Loss) for the period ||3221.84 ||257.73 |
|Surplus/(Deficit) in statement of Profit & Loss at the beginning of the Financial Year ||(540342.42) ||(540600.15) |
|Add: Profit / ( Loss ) for the period ||3221.84 ||257.73 |
|Surplus / (Deficit) in Statement of Profit & Loss at the end of the Financial Year ||(537120.58) ||(540342.42) |
During the financial year under review your Company registered a total income of `28032.62 as against ` 29450.32 thousand in the previous year and earning profit beforeinterest depreciation exceptional items and tax ` 13142.82 thousand as against `14342.43thousand in the previous year. e profit before tax for the year is ` 3342.84 thousand asagainst loss of ` 56.27 thousand in the previous year.
No dividend on the equity shares for the year ended on 31/03/2021.
During the Financial Year under review the paid up Equity Share Capital of the Companywas ` 287.74 Lakhs. e Company has not issued any shares with differential voting rights /stock options and instruments convertible into equity shares.
|Name ||Designation ||Remarks |
|Mr. Rakesh Khanna ||Independent Director ||Resigned w.e.f. 02/09/2020 |
|Ms Reshma Yogiraj Makar ||Non-Executive Non-independent ||Resigned w.e.f. 11/11/2020 |
|Mr. Ajit Pandurang Walwaikar ||Additional Directors ||Appointed on 11/11/2020 subject to |
|Ms.Archana Makar Soi || ||approval of the shareholders. |
KEY MANAGERIAL PERSONNEL:
|Name ||Designation ||Remarks |
|Mr. Chetan Prakash Pania ||Company Secretary and Compliance Officer ||Resigned w.e.f. 01/08/2020 |
|Mr. Kinshuk Rajkumar Tiwari ||-do- ||Appointed on 30/01/2021 |
DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to Section 149 (4) of the Companies Act 2013 ("the Act") everylisted public company shall have at least one-third of the total number of directors asindependent directors and the Central Government may_prescribe the minimum number ofindependent directors in case of any class or classes of public companies.
|Sr. No. ||Name of the Independent Director ||Date of appointment / Reappointment ||Date of passing of Special Resolution if any. |
|1. ||Mr. Sunil K. Aggarwal ||12/09/2019 ||16/09/2019 |
|2. ||Mr. Ajit P. Walwaikar ||11/11/2020 ||To be passed in this AGM |
|3. ||Mr. Sanjay R. Patel ||11/11/2016 ||19/09/2017 |
All the above Independent Directors meet the criteria of independence' prescribedunder section 149(6) and have submitted declaration to the effect that they meet with thecriteria of independence as required under section 149 (7) of the Act 2013.
EXTRACT OF ANNUAL RETURN (MGT-9):
Pursuant to Section 134 (3) (a) and Section 92(3) of the Companies Act 2013 read withrule 12(1) of the Companies (Management & Administration) Rules 2014 an extract ofthe Annual Return as at 31/03/2021 can be seen in the Company's website:www.amforgeindia.in
M/s. J Singh and Associates Chartered Accountants (Firm Registration No.110266 W) wasappointed as Auditor of the Company for a term of 5 (five) consecutive years at the 47thAnnual General Meeting of the shareholders of the Company held on 16/09/2019.
The observations and comments given by the Auditors in their Report read together withnotes on Financial Statement are self-explanatory and hence do not call for any furthercomments under section 134 of the Act.
SECRETARIAL AUDITOR REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013("theAct") and the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Secretarial Audit Report for the financial year under review issued byM/s. Sandeep Dubey & Associates Practicing Company Secretaries (C.P.No.17902)(ACS:47940) is annexed as Annexure-"A".
The observations and comments given by the Secretarial Auditor in their Report areself-explanatory and hence do not call for any further comments under Section 134 of theAct and the said Report is not having any qualification reservation or adverse remarks.
Pursuant to Regulation 34(3) read with Schedule-V of the SEBI (LODR) Regulations 2015Certificates issued by the Practising Company Secretary confirming the compliance of theCorporate Governance for the financial year under review is annexed asAnnexure-"B" and "C".
BOARD OF DIRECTORS MEETING:
During the Financial Year under review the meetings of Board of Directors held on31/07/2020 24/08/2020 11/11/2020 and on 30/01/2021.
PERFORMANCE EVALUATION OF BOARD:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR)Regulations 2015 meeting of Independent Directors was not held to carry out theperformance evaluation of the Non-Independent Directors due to pandemic covid-19 2nd waveand lockdown imposed by state government.
COMMITTEES OF THE BOARD:
Pursuant to Companies Act 2013 read with applicable Rules made thereunder and theSEBI (LODR) Regulations 2015 the following committees are constituted:
1. Audit Committee
2. Remuneration and Nomination Committee
3. Stakeholders Relationship Committee.
The composition of the committees meetings and attendance thereof is available in theCorporate Governance of this report.
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility is not applicable to the Company pursuant toprovisions of Section 135 of the Companies Act 2013 read with Rule 8 of the Companies(Corporate Social Responsibility Policy) Rules 2014.
RELATED PARTY DISCLOSURE:
There were no material transactions during the financial year under review. Howeverarm's length transactions have taken place between the related parties which are asfollows:
(Rs. in 000's)
|Name of the Parties ||Opening Balance as of 01/4/2020 ||ICD /Loan Transaction ||Closing Balance as of 31/03/2021 ||Max amount outstanding during the year ||Other Transactions |
| || ||Received ||Repaid || || ||Payment / Provision of int. ||Payment of rent ||Payment of Salary / fees |
|Viniyog Investment and Trading Co. Pvt. Ltd. ||32950.00 ||3000.00 ||16250.00 ||19700.00 ||34950.00 ||3911.59 ||- ||- |
|Nainesh Trading & Consultancy LLP ||- ||6000.00 ||6000.00 ||- ||6000.00 ||- ||- ||- |
|Makar Estate ||- ||- ||- ||- ||- ||- ||120.00 ||- |
|Total ||32950.00 ||9000.00 ||22250.00 ||19700.00 ||40950.00 ||3911.59 ||120.00 ||- |
MANAGEMENT DISCUSSION AND ANALYSIS:
There were no manufacturing activities to report on Management Discussion and Analysispursuant to Regulation 34(2) (e) of SEBI (LODR) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) of the Companies Act 2013 the Directors' confirm thatin the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed.
1. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year and ofthe Profit and Loss Account of the Company for the year ended on the date.
2. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
3. The Annual Accounts have been prepared on a going concern basis.
4. The company has followed a proper internal financial control and that such internalfinancial controls are adequate and were operating effectively.
5. A system has been devised to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
REMUNERATION PAID TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 ("the Act") read with Rules forms part of theReport. e Directors and Key Managerial Personnel of the Company is drawing remunerationwithin the limits prescribed under the Act and Rules thereof.
The Company has vigil mechanism as envisaged in the Companies Act 2013 the Rulesprescribed thereunder and the SEBI (LODR) Regulations 2015. The Whistle Blower Policy toenable the Directors Employees and all Stakeholders to report genuine concerns to provideadequate safeguard against victimisation of person who use such mechanism and makeprovision for direct access to the Chairman of the Audit Committee. The said policy isavailable on the Company's website: www. amforgeindia.in
RISK MANAGEMENT POLICY:
The current level of operations of the Company does not require Risk Management Policy.The Board shall review and adopt such a policy if applicable.
INTERNAL AND FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportableweakness observed.
Pursuant to Section 73(1) of the Companies Act 2013 and the rules made thereunder theCompany has not accepted any deposits within the meaning
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to provisions of the Companies Act 2013 there is no amount of interestdividend etc. pending unpaid for more than seven years with the Company.
CERTIFICATION BY CHIEF EXECUTIVE OFFICER / CHIEF FINANCIAL OFFICER:
Pursuant to Regulation 17 (8) of SEBI (LODR) Regulations 2015 the Chief ExecutiveOfficer / Chief Financial Officer complied by issuing the necessary certificate for thefinancial year ended on 31/03/2021.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:
Pursuant to Section 134 of the Companies Act 2013 read with the Companies (Disclosureof Particulars in the Report of Board of Directors) Rules 1988 conservation of energytechnology absorption and foreign exchange earnings and outgo are as under:
|Description ||2021 ||2020 |
|Power Consumption ||NIL ||NIL |
|Diesel Oil ||NIL ||NIL |
|Technology Absorption ||NIL ||NIL |
|Foreign Exchange Earning ||NIL ||NIL |
|Foreign Exchange Outgo ||NIL ||NIL |
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORK PLACE:
Pursuant to Sexual Harassment of Women at work place (Prevention Prohibition andRedressal) Act 2013 during the year under review there were no cases filed/ pending.
During the year under review the Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.
Your directors thankful to yours continued support and co-operation.
| ||By Order of the Board of Directors |
| ||AMFORGE INDSUTRIES LIMITED |
| ||Hudson D 'costa |
| ||Managing Director |
| ||DIN: 07893177 |
|Place: Mumbai || |
|Date: 04/08/2021 || |