Your Directors are pleased to present the 47th Annual Report together withthe Audited Financial Statements of the Company for the Financial Year ended 31/03/2019.
FINANCIAL RESULTS (STANDALONE):
(Rs. in 1000's)
|Particulars ||Year ended ||Year ended |
| ||31/03/2019 ||31/03/2018 |
|Total Income ||25173.37 ||64424.15 |
|Profit /(Loss) before Interest Taxes Depreciation & Amortization & Exceptional Items ||4730.03 ||14977.00 |
| || || |
|Less: Finance Cost ||3757.11 ||5379.21 |
|Less: Depreciation & Amortization ||4976.22 ||4684.41 |
|Less: Exceptional Items ||- ||(24269.12) |
|Profit / (Loss) before Tax ||(4003.30) ||29182.46 |
|Tax Expenses ||- ||- |
|Current Tax ||66.83 ||6100.00 |
|Deferred Tax ||(1118.00) ||(481.00) |
|Profit / (Loss) for the period ||(2952.13) ||23563.46 |
|Other Comprehensive Income ( net of Taxes) ||- ||_2551 |
|Total Comprehensive Income ||- ||26114.46 |
|Surplus / ( Deficit) in statement of Profit & Loss - Beginning of the Year ||(537648.02) ||(559479.50) |
|Less: Adjustment for Premium paid on Buyback of Equity Shares ||- ||1731.98 |
|Add: Profit / ( Loss ) for the period ||(2952.13) ||23563.46 |
|Surplus / ( Deficit) in statement of Profit & Loss at the end of Year ||(540600.15) ||(537648.02) |
During the financial year under review your Company registered a total income ofRs.25173.37 thousand as against Rs.64424.15 thousand in the previous year and earningProfit before interest depreciation exceptional items and tax Rs. 4730.03 thousand asagainst Rs. 14977 thousand in the previous year. The loss before tax for the year isRs.4003.30 thousand as against Profit of Rs. 29183 thousand in the previous year.
In view of the accumulated losses no dividend is declared.
During the Financial Year under review the paid up Equity Share Capital of the Companywas Rs.287.74 Lakhs. The Company has not issued any shares with differential voting rights/ stock options. None of the Directors of the Company were holding instruments convertibleinto equity shares.
Extract of Annual Return:
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 (MGT-9) as at 31/03/2019 is given in Annexure A. The same is alsoavailable on the Company's website: www.amforgeindia.in.
During the year Mr. Fali P. Mama resigned from the Board of the Company as a Director(Non-Independent & Non-Executive) with effect from 08/05/2018.
Declaration by Independent Directors:
Independent Directors have submitted their Declarations indicating that they meet thecriteria of being independence pursuant to Section 149(6) of the Companies Act 2013 andRegulation 16(b) of SEBI (LODR) Regulations 2015.
Key Managerial Personnel:
Mr. Kinshuk R. Tiwari resigned as Company Secretary and Compliance officer of theCompany with effect from 10/06/2019.
The members of the Company at the 46th Annual General Meeting held on18/09/2018 ratified the appointment of M/s. J Singh and Associates Chartered Accountants(Firm Registration No. 110266W) as Statutory Auditors of the Company to hold office fromthe conclusion of the 46th Annual General Meeting till the conclusion of the 47thAnnual General Meeting.
The Auditors' Report on the Financial Statements of the Company for the financial yearended 31/03/2019 is unmodifed since the report is not having any qualificationreservation or adverse remarks. The notes to financial statements thereto areself-explanatory.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. Rajkumar R.Tiwari Practising Company Secretary (C.P.No.2400) and (FCS No.4227) was appointed asSecretarial Auditor to conduct the Secretarial Audit of the Company for the financial yearended 31/03/2019. The Secretarial Audit Report is annexed as Annexure-"B". TheSecretarial Audit 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 ended 31/03/2019 is annexed asAnnexure-"C" and "D" respectively.
Meetings of Board of Directors:
During the Financial Year under review six meetings were held on 29/05/201806/08/2018 18/09/2018 28/09/2018 14/11/2018 and 08/02/2019.
Performance Evaluation of Board:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR)Regulations 2015 the Independent Directors carried out the performance evaluation of theNon-Independent Directors.
Committees of the Board:
The Company has duly constituted the following committees pursuant to Companies Act2013 read with applicable Rules made thereunder and the SEBI (LODR) Regulations 2015.
1. Audit Committee
2. Remuneration and Nomination Committee
3. Stakeholders Relationship Committee.
The composition of the Committees meetings and attendance thereof can be seen in theCorporate Governance of this report.
Corporate Social Responsibility:
The Company is not falling under the provisions of sub-section 1 of Section 135 of theCompanies Act 2013.
Meeting of Independent Directors:
Pursuant to Regulations of SEBI (LODR) 2015 a meeting of Independent Directors washeld during the financial year under review.
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 / Person ||01/04/2018 || ||ICD /Loan Transaction || || ||Interest rent || ||Other Transactions |
| ||Opening Balance as of ||Received ||Repaid ||Closing Balance 31/03/2019 ||Max amount outstanding during the year ||Payment / Provision of ||Payment of ||Payment of Salary / fees |
|Viniyog Investment and Trading Company Private Limited ||19450.00 ||4500.00 ||4000.00 ||19950.00 ||23950 ||2302.00 ||- ||- |
| || || || || || || || || |
| || || || || || || || || |
|Nainesh Trading & Consultancy LLP ||- ||15000.00 ||10000.00 ||5000.00 ||10000 ||92.00 ||- ||- |
| || || || || || || || || |
|Makar Estate ||- ||- ||- ||- ||- ||- ||120.00 ||- |
|Total ||19450.00 ||19500.00 ||14000.00 ||24950.00 ||33950.00 ||2934.00 ||120.00 ||- |
Management Discussion and Analysis:
There were no manufacturing activities to report on Management Discussion andAnalysis pursuant to Regulation 34(2) (e) of SEBI (LODR) Regulations 2015.
Directors' Responsibility Statement:
Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received the Directors hereby confirm that:
a) In the preparation of the annual accounts for the Financial Year ended on31/03/2019 the applicable accounting standards have been followed;
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 at the end of the Financial Year ended on31/03/2019 and of the Profit and 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 Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the Directors have prepared the annual accounts on going concern basis;
e) the Directors have laid down adequate Internal Financial Controls to be followed bythe Company and that such Internal Financial Controls were operating effectively duringthe Financial Year ended on 31/03/2019.
(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectivelythroughout the Financial Year ended on 31/03/2019.
Particulars of Employees and Related Disclosures:
During the financial year under review there were no employees drawing remunerationmore than as prescribed under Section 197 of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The vigil mechanism as envisaged in the Companies Act 2013 the Rules prescribedthereunder and the SEBI (LODR) Regulations 2015 is implemented. The Company's WhistleBlower Policy to enable the directors employees and all stakeholders of the Company toreport genuine concerns to provide adequate safeguard against victimisation of person whouse such mechanism and make provision for direct access to the Chairman of the AuditCommittee. The said policy is available on the Company's website: www. amforgeindia.in
Risk Management Policy:
The current level of operations of the Company does not require a formal RiskManagement Policy to be implemented. The Board does review the situation from time to timeand will adopt such a policy at an appropriate time.
Internal and Financial Control:
The Company has in place adequate internal and financial controls to ensure compliancewith various policies practices and status applicable with reference to the FinancialStatements. Mr. Ashwin K. Shah Chartered Accountant (Membership No.033083) carried outthe internal audit during the financial year under review.
Public Deposits and Loan / Advances:
The Company has not accepted any deposits Loan and advances from the public and assuch there is no outstanding during the financial year under review.
Particulars of Loans Guarantees Investments:
Pursuant to section 186 of the Companies Act 2013 the details are given in the notesto the Financial Statements.
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 to be transferred to IEPF.
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 30/03/2019.
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 given as under:
|Description ||FY- 2018-2019 ||FY - 2017-2018 |
|Power Consumption ||Nil ||Nil |
|Diesel Oil ||Nil ||Nil |
|Technology Absorption ||Nil ||Nil |
|Foreign Exchange Earning ||Nil ||Nil |
|Foreign Exchange Outgo ||Nil ||Nil |
Disclosure under the Sexual Harassment of Woman at work place:
Pursuant to Sexual Harassment of Women at work place (Prevention Prohibition andRedressal) Act 2013 your Directors state that during the year under review there wereno cases filed/ pending.
The Company complies with all the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
Your directors are thankful for your continued support and co-operation.
| ||For and on behalf of the Board of Directors |
| ||AMFORGE INDUSTRIES LIMITED |
| ||Hudson D 'costa |
| ||Managing Director |
| ||DIN: 07893177 |
|Place: Mumbai || |
|Date: 31st July 2019 || |