Your Directors are pleased to present the 46th Annual Report together with the AuditedFinancial Statements of the Company for the Financial Year ended 31st March 2018.
FINANCIAL RESULTS (STANDALONE):
|Particulars ||Year ended 31.03.2018 ||Year ended 31.03.2017 |
|Total Income ||64424.15 ||24983.67 |
|Profit /(Loss) before Interest Taxes Depreciation & Amortization & Exceptional items ||14977.00 ||(1601.20) |
|Less: Finance Cost ||5379.21 ||4606.57 |
|Less: Depreciation & Amortization ||4684.41 ||4629.19 |
|Less: Exceptional Items ||(24269.12) ||38313.05 |
|Profit / (Loss) before Tax ||29182.46 ||(49150.02) |
|Tax Expenses || || |
|Current Tax ||6100.00 ||- |
|Deferred Tax ||(481.00) ||115911.00 |
|Profit / (Loss) for the period ||23563.46 ||(165061.02) |
|Other Comprehensive Income (net of Taxes) ||2551 ||- |
|Total Comprehensive Income ||26114.46 ||- |
|Surplus / (Deficit) in statement of Profit & Loss - Beginning of the Year ||(559479.50) ||(394418.48) |
|Less: Adjustment for Premium paid on Buyback of Equity Shares ||1731.98 ||- |
|Add: Profit / (Loss) for the period ||23563.46 ||(165061.02) |
|Surplus / (Deficit) in statement of Profit & Loss - at the end of Year ||(537648.02) ||(559479.50) |
During the financial year under review your Company registered a total income of Rs.62424.15 thousand as against (Rs.24983.67 thousand) in the previous year and earningprofit before interest depreciation exceptional items and tax Rs.14977 as against(Rs.1601.20) thousand in the previous year. The profit before tax for the year isRs.29183 thousand as against loss of (Rs. 49150.02 thousand) in the previous year.
In view of the accumulated losses dividend has not been declared for the FinancialYear ended on 31st March 2018. Share Capital:
During the Financial Year under review the paid up Equity Share Capital of the Companywas Rs.28774424/-. The Company has not issued any shares with differential voting rights/stock options. None of the Directors of the Company was 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 31st March 2018 is given in Annexure -A.
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) Regulation 2015.
Shri. Hudson Joseph D Costa was appointed as Managing Director of the Companywith effect from 1st August 2017 for 3 years.
Shri.Fali Pirojsha Mama resigned as a Director from the Board of the Company witheffect from 8th May 2018.
Key Managerial Personnel:
Shri. Hudson Joseph Dcosta (DIN: 07893177) Managing Director has also been designatedas Chief Executive Officer (CEO) of the Company with effect from 1st August 2017.
Shri. Ajit Pandurang Walwaikar (Membership No. F1616) resigned as Company Secretary andCompliance Officer of the Company with effect from 30th November 2017.
Shri. Jayesh Vinodchandra Thakkar was designated as Chief Financial Officer (CFO) ofthe Company with effect from 12th February 2018.
Pursuant to Companies Act 2013 the Audit Committee and the Board had recommended toratify the appointment of M/s. J Singh and Associates Chartered Accountants (FirmRegistration No. 110266W) as Statutory Auditors of the Company to hold the office fromconclusion of this Annual General Meeting ("AGM") till conclusion of the nextAGM.
The Auditors Report on the Financial Statements of the Company for the FinancialYear ended 31st March 2018 is unmodified since it does not contain any qualificationreservation or adverse remark and notes thereto are selfexplanatory and do not requireany explanations.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Shri.Rajkumar R. Tiwari Practising Company Secretary (C.P.No.2400) and (FCS No.4227) Mumbaiappointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for thefinancial year ended 31st March 2018. The Secretarial Audit Report is annexed to thisreport as Annexure-"B".
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
Pursuant to Regulation 34(3) read with Schedule-V of the SEBI (LODR) Regulations 2015certificates issued by the Practising Company Secretary confirming compliance of theCorporate Governance during the financial year under review are annexed asAnnexure-"C" and Annexure-"D" respectively.
Meetings of Board of Directors:
During the Financial Year under review six meetings of Board of Directors were held.The Details are given in the Corporate Governance.
Performance Evaluation of Board:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR)Regulations 2015 the various aspects of the Boards functioning composition of theBoard and its Committees were elaborated.
During the Financial Year under review the Independent Directors carried out theperformance evaluation of the Non-Independent Directors.
Committees of the Board:
Your Company has duly constituted the Committees required under Companies Act 2013read with applicable Rules made thereunder and the SEBI (LODR) Regulations 2015.
1. Audit Committee
2. Remuneration and Nomination Committee
3. Stakeholders Relationship Committee.
The details of composition of the Committees number of meetings and attendance aregiven in the Corporate Governance.
The Company does not have Corporate Society Responsibility Committee as the Company isnot falling under the provisions of sub-section 1 of Section 135 of the Companies Act2013 during the Financial Year under review.
Meeting of Independent Directors:
Pursuant to Regulations of SEBI (LODR) 2015 a meeting ofindependent directors washeld as stated in the Regulation. Related Party Disclosure:
There were no material transactions entered into Related Parties during the FinancialYear under review. However some of the arms length transactions have taken placebetween the related parties which are as follows:
|Name of the Parties / Person || || |
ICD /Loan Transaction
| || || |
| ||Opening Balance 1st April 2017 ||Received ||Repaid ||Closing Balance 31st March 2018 ||Max amount outstanding during the year ||Payment / Provision of Interest ||Payment of rent ||Payment of Salary / fees |
|Viniyog Investment and Trading Company Private Limited ||38950 ||9000 ||28500 ||19450 ||40950 ||4095 ||0 ||0 |
|Nainesh Trading & Consultancy LLP ||0 ||2000 ||2000 ||0 ||2000 ||72 ||0 ||0 |
|Makar Estate ||0 ||0 ||0 ||0 ||0 ||0 ||120 || |
|Sub-total (a) ||38950 ||11000 ||30500 ||19450 ||42950 ||4167 ||120 ||0 |
|Shri. Fali Phirojsha Mama ||0 ||0 ||0 ||0 ||0 ||0 ||0 ||350 |
|Sub-total (b) ||0 ||0 ||0 ||0 ||0 ||0 ||0 ||350 |
|Total (a) + (b) ||38950 ||11000 ||30500 ||19450 ||42950 ||4167 ||120 ||350 |
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 the requirement of Section 134(5) of the Act and based on therepresentations received from the Management the directors hereby confirm that:
a) In the preparation of the annual accounts for the Financial Year ended 31st March2018 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 ended31st March 2018 and of the Profit and Loss of the Company for the year ended on thatdate;
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 a 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 31st March 2018.
(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 31st March 2018.
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 through theCompanys Whistle Blower Policy to enable the directors employees and allstakeholders of the Company to report genuine concerns to provide adequate safeguardagainst victimisation of person who use such mechanism and make provision for directaccess to the Chairman of the Audit Committee. The said policy is available on theCompanys website: www. amforgeindia.in
During the Financial Year under review the Company has bought back 432994 sharesthrough buyback (OPEN OFFER) @ Rs.6/- per share (Face value Rs.2/- each) from the eligibleshareholders. Accordingly the Capital of the Company is reduced to Rs. 28774424/- fromRs. 296040412/-.
Internal and Financial Control:
The Company has in place adequate internal and financial controls to ensure compliancewith various policies practices and statutes applicable with reference to the FinancialStatements. Shri. 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 from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of theBalance Sheet.
Particulars of Loans Guarantee Investments:
Pursuant to section 186 of the Companies Act 2013 the details of loans guaranteesand investments are given in the notes to the Financial Statements.
Transfer of amounts to Investor Education and Protection Fund (IEPF):
The Company does not have any amount of interest dividend etc. pending unpaid to betransferred to IEPF after seven years pursuant the provisions of the Companies Act 2013.
Chief Executive Officer / Chief Financial Officers Certificate:
Pursuant to Regulation 17(8) of SEBI (LODR) Regulations 2015 a certificate issued bythe Chief Executive Officer [CEO] / Chief Financial Officer [CFO] of the Company isannexed as Annexure- "E".
Conservation of Energy Technology absorption and Foreign Exchange Earnings &Outgo:
In view of the nature of activities being carried out by the Company the disclosureconcerning energy conservation measures technology absorption and research anddevelopment efforts are not applicable to the Company. Further during the year underreview Company has no Foreign exchange earnings and outgo.
Know Your Client (KYC):
Registrar and Share Transfer Agent has sent letters by registered post on 29th June2018 to all the physical shareholders of the Company requesting them to update their KYCpursuant to SEBI Circular SEBI/HO/MIRSD/ DOP1/CIR/P/2018/73 dated 20th April 2018.
Yours directors wish to place on record their sincere thanks to the shareholders forthe continued support and cooperation.
| ||By Order of the Board of Directors |
| ||Amforge Industries Limited |
| ||Hudson Joseph Dcosta |
|Place: Mumbai ||Managing Director |
|Date: 06-08-2018 ||DIN: 07893177 |