The Directors of your Company have pleasure in presenting the 6th AnnualReport and after demerger the 2nd Annual Report on the business and operationsof the Company together with Audited Financial Statements for the year ended 31stMarch 2019:
|FINANCIAL RESULTS ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
| ||Rs in lacs ||Rs in lacs |
|PROFITS: || || |
|Profit before Interest Depreciation & extra- ordinary items ||393.84 ||400.93 |
|Less: Interest ||199.74 ||175.74 |
|Depreciation ||166.75 ||143.50 |
|Exchange Fluctuation Loss/(cjains) ||000 ||000 |
|Bad Debts written off ||000 ||7.42 |
| ||366.49 ||326.66 |
|Profit before tax ||27.35 ||74.27 |
|Less: Provision for current tax ||25.27 ||33.20 |
|Provision for deferred tax ||(16.62) ||(15.14} |
| ||13.76 ||18.06 |
|Tax adjustment relatinq to earlier year ||5.11 || |
|Profit after tax ||13.59 ||56.21 |
|Add: Re-measurement of defined benefit plans ||(10.79) ||2.61 |
|Income Tax related to items that will not be reclassified to profit or loss ||2.81 ||0.68 |
| ||(7.98) ||1.93 |
|Total comprehensive income for the period ||5.61 5.61 ||58.14 |
Figures of the previous year have been re-grouped/re-arranged in order to make themcomparable.
The Board of Directors of your Company have not recommended dividend for the year ended31st March 2019.
EXTRACT OF ANN UAL RETURN:
The extract of Annual Return as provided under sub-section (3) of section 92 of theCompanies Act2013('the Act')in prescribed form MGT-9 is enclosed as Annexure"A"to this report.
During the year under review the income from operation of the company Rs 3748.05lacsas compared to last year Rs.4195.31 lacs and PBTis 27.35 lacs against 74.27 in last year.
During the year under review Company has no subsidiary.
During the period industrial relations have been extremely cordial. Employees'cooperation and co-ordination had been an important factor in the growth of theorganization.
The Company has not accepted/renewed any deposit during the year under review underthe provisions of the Companies Act 2013 and the rules framed thereunder.
HUMAN RESOURCES MANAGEMENT:
Employees are vital to the Company. We have created a favorable work environment thatencourages humble relationship. We have also set up a scalable recruitment and humanresources management process which enables us to attract and retain high caliberemployees. The Company also has started with collaboration of UP Leather IndustriesAssociation a training centre for recruiting trained labours.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL ACT 2013:
Your Company strongly believes in providing a safe and harassment free workplace foreach and every individual working for the Company through various intervention andpractices. It is the continuous endeavor of the Management of the Company to create andprovide an environment to all its employees that is free from discrimination andharassment including Sexual harassment.
During the year ended 31 March 2019 no complaint pertaining to sexual harassment wasreceived by the Company. PARTICULARS OF EMPLOYEES
A statement of particulars of employees as specified under the Companies Act 2013 asamended from time to time is set out in the Annexure forming part of Directors' Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION and FOREIGN EXCHANGE EARNING &OUTGO:
The particulars of Energy Conservation Technology Absorption etc. pursuant to Section134(3) (m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 are set out in the Annexure forming part of this Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
No significant or material orders were passed by the Regulators or Courts or Tribunalsduring the year under review..
WHISTLE BLOWER POLICY/VIGIL MECHANISIM:
To create enduring value for all stakeholders and ensure the highest level of honestyand ethical behavior in all its operations the Company has formulated a Vigil Mechanismnamed as AMIN Whistle Blower Policy' in addition to the existing code of conduct thatgoverns the action of its employees. This Whistleblower policy aspires to encourage allemployees to report suspected or actual occurrence(s) of illegal Unethical orinappropriate events (behaviors' or practices) that effect Company's interest/image. Acopy of the Policy is available on the website of the Company and may be accessed throughthe web link www:htpp;//amintannery.in.com
DIRECTORS & KMP:
In terms of Article 125 of the Articles of Association of the Company Mr.IftikharulAmin retire by rotation at the ensuing Annual General Meeting and being eligible offersthemselves for their re-appointment. Brief resume of all the Directors their expertise inspecific functional areas and names of other companies in which Directorship held and themembership of committee of the Board as stipulated under the listing Agreement are givenin corporate governance annexure attached to this report.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of section 149 of the Companies Act2013.
POLICY ON DIRECTORS APPOINTMENT AND REMUNRATION:
For the purpose of selection of any Director the Nomination &RemunerationCommittee identifies persons of integrity who posses' relevant expertise experience andleadership qualities required for the position and also takes into considerationrecommendation if any received from any member of the Board. The Committee also ensuresthat the incumbent fulfills such other criteria with regard to age and otherqualifications as laid down under the Companies Act2013 or other applicable laws.
The Board has on the recommendation of the Nomination &Remuneration Committeeframed a policy for selection appointment and remuneration of Directors &seniorManagement.
The Remuneration policy of the Company is disclosed in the Corporate Governance Reportwhich forms a part of the report.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
In compliance with the requirements of Regulation 27 of the listing Agreement theCompany has put in place a Familiarization Programme for the Independent Directors tofamiliarize them with the Company their roles rights responsibilities in the Companynature of the Company in which Company operates business model etc.
REPORT ON CORPORATE GOVERNANCE:
Pursuant to Regulation 27 of the Listing Agreement a report on Corporate Governance isgiven in Annexure to this report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(5) read with section 134(3)( c ) of theCompanies Act 2013 with respect to Directors' Responsibility Statement it is herebyconfirmed:
(i) That in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures;
(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period;
(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2019 on a going concern basis.
AUDITORS: M/s. Rajeev Prem & Associates Chartered Accountants Kanpur (RegistrationNo 008905C) the Statutory Auditors of the Company are retiring at the ensuing AnnualGeneral Meeting and being eligible we recommended their re-appointment. They havefurnished a Certificate to the effect that their re-appointment if made will be inaccordance with the provisions of the Companies Act2013.
As the requirement of Cost Audit report does not applicable to the Company as per MCAcircular. Hence no Cost Auditor was appointed and no report was filed.
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S K.N. Shridhar & Associates Company secretary Kanpur to undertake thesecretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "annexure B"
The Audit Report and the Secretarial Audit Report for the financial year 2018-19 doesnot contain any qualification reservation or adverse remark by the Auditors.
LOANS GURANTEES & INVESTMENTS:
The particulars of Loans guarantees and investments have been disclosed in thefinancial statements.
RELATED PARTY TRANSACTIONS:
The policy on Related Party Transactions as approved by the Board is available on thewebsite of the Company www.amintannery.in.
All contracts/arrangements entered by the Company during the previous financial yearwith the related parties were in the ordinary course of business and on arm's lengthbasis. The Audit Committee and the Board of Directors reviewed the transaction (which arerepetitive in nature) and the Audit Committee granted approval for such transactions.
The disclosures as required under AS-18 have been made in notes forming part of thefinancial statement. The particulars of contracts or arrangements entered in to by thecompany with related parties referred to in sub-section (1) of section 188of the companiesAct 2013 has been disclosed in Form No.AOC-2 which is annexed hereto.
The comments of the Auditors in their Audit Report and reference to "Notes onAccounts" forming part of the Financial Results are self explanatory and need nofurther comments.
Your Directors would like to express their gratitude and appreciation for the continuedsupport and co-operation received from State Bank of India Central & State GovernmentAuthorities Regulatory Bodies Stock Exchanges and Shareholders.
Your Directors wish to place their deep sense of appreciation on record for the devotedservices of the officers staff and workers of the Company.
| ||On behalf of the Board of Directors |
|Place: KANPUR ||VEQARUL AMIN ||IFTIKHARUL AMIN |
|Date: 10.08.2019 ||Managing Director ||Director (CFO) |