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Amit Securities Ltd.

BSE: 531557 Sector: Others
NSE: N.A. ISIN Code: INE137E01014
BSE 00:00 | 05 Jul Amit Securities Ltd
NSE 05:30 | 01 Jan Amit Securities Ltd
OPEN 4.00
PREVIOUS CLOSE 4.00
VOLUME 8
52-Week high 4.00
52-Week low 1.38
P/E 200.00
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.00
CLOSE 4.00
VOLUME 8
52-Week high 4.00
52-Week low 1.38
P/E 200.00
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Amit Securities Ltd. (AMITSECURITIES) - Director Report

Company director report

To

The Members

Amit Securities Ltd.

The Directors take pleasure in presenting their 28 th Annual Report together with theStandalone and Consolidated Audited Financial Statements for the year ended 31st March2020 and the Management Discussion and Analysis has also been incorporated into thisReport.

HIGHLIGHTS OF PERFORMANCE ON STANDALONE BASIS:

• Total income for the year was Rs. 164.45 Lakhs as compared to Rs. 80.97 Lakhs inthe previous year with an increase of 103.10%;

• Income from operations for the year was Rs. 161.62 Lakhs as compared to Rs.78.53 Lakhs in the previous year with an increase of 105.81%;

• Profit (Loss) before tax for the year was (Rs. 2.48 Lakhs) as compared to (Rs.7.43 Lakhs) in the previous year;

• Profit (loss) after tax for the year was (Rs. 3.49 Lakhs) as compared to (Rs.7.44 Lakhs) previous year.

• Net Profit (loss) after other comprehensive income for the year was Rs. 1.46Lakhs as compared to Rs. 0.66 Lakhs previous year.

SUMMARISED PROFIT AND LOSS ACCOUNT

(Rs. In Lakhs)

Particulars

Standalone

Consolidated

31.03.20 31.03.19* 31.03.20 31.03.19*
Revenue from Operations (Net) 161.62 78.53 161.62 78.53
Other Income 2.83 2.44 2.83 2.44
Total Income 164.45 80.97 164.45 80.97
Total Expenditure before Depreciation 166.92 88.41 166.92 88.41
Profit before Depreciation & Tax (EBIDTA) (2.48) (7.43) (2.48) (7.44)
Less: Depreciation 0.00 0.00 0.00 0.00
Profit before Tax and exceptional item (2.48) (7.44) (2.48) (7.44)
Less: Exceptional Item 0.00 0.00 0.00 0.00
Profit before Tax (2.48) (7.44) (2.48) (7.44)
Less: (a) Current Tax 1.01 0.00 1.01 0.00
(b) Tax adjustments related to previous year 0.00 0.00 0.00 0.00
(c) Deferred T ax 0.00 0.00 0.00 0.00
Net Profit for the Year (3.49) (7.44) (3.49) (7.44)
Share of Profit from Associate - - 19.85 16.17
Add: Other Comprehensive Income 4.95 8.09 4.95 8.10
Total Comprehensive Income 1.46 0.66 21.31 16.82
Paid up Equity Share Capital 710 710 710 710
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.) 0.02 0.01 0.30 0.24

DIVIDEND:

In lieu of losses your directors propose to preserve the profits for the growth of thecompany and do not recommend any dividend for the year 2019-20. (Previous year: Nil)

SHARE CAPITAL AND TRANSFER OF AMOUNT TO RESERVES:

The paid-up Equity Share Capital as on 31st March 2020 was Rs. 710.00 Lakhs dividedinto 71.00 Lakhs equity shares of Rs. 10/- each (excluding 568200 partly paid up equityshares earlier on which Rs. 2272800 were forfeited and the said shares were notre-issued by the Company up to 31stMarch 2020) During the year under review and theCompany has not issued any shares with differential voting rights nor granted stockoptions nor sweat equity. As on 31st March 2020 none of the Directors of the Companyhold any security or convertible instruments of the Company.

TRANSFER TO RESERVES:

During the year under review your Company has transferred loss of Rs. 348939 to thegeneral reserves.

CASH AND EQUIVALENT TO CASH

Cash and cash equivalent as at 31st March 2020 was Rs.52.35 Lakhs. Your Companycontinues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.

CHANGE IN NATURE OF BUSINESS IF ANY:

During the year under review your Company has not changed its nature of business.

DEPOSITS:

The details relating to deposits covered under Chapter V of the Act -

(a) Accepted during the year : Nil

(b) Remained unpaid or unclaimed as at the end of the year: Nil

(c) Whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved:Nil

Details of deposits which are not in compliance with the requirements of Chapter V ofthe Act:

The Company has not accepted any deposits which are not in compliance of the Companies(Acceptance of Deposits) Rules 2014 during the financial year.

PARTICULARS OF LOANS GUARANTEES SECURITIES OR INVESTMENTS:

Your company has not given any guarantee or provided any security to the other businessentity during the financial year but the company has provided unsecured loan to itsAssociate concern and details of the unsecured loan given is disclosed as per therequirement of Regulation 34(3) of the SEBI (LODR) Regulations 2015 read with Schedule Vof the Listing Regulations is given as under.

Name of the Company Nature of Transactio ns Investment made/Guarantee/ Loans Provided Op. Balance as on 01/04/2019 Transactio ns made during the year Cl Balance as on 31/03/2020
Mittal Udyog (Indore) Pvt. Ltd. Associate Concern Investment made in equity shares 46500000 0.00 46500000
Investment made in Preference shares 22500000 0.00 22500000
Alokik Estate & Finvest PvtLtd Associate Concern Investment made in equity shares 475000 0.00 475000
Saket Securities and Investment Pvt. Ltd. Associate Concern Investment made in equity shares 750000 0.00 750000
Arpit Share & Securities Pvt. Ltd. Associate Concern Investment made in equity shares 680000 0.00 680000
AVA Mettalics Pvt. Ltd. Associate Concern Investment made in equity shares 900000 0.00 900000
Radius Estate & Finvest Pvt.Ltd. Associate Concern Investment made in equity shares 1500000 0.00 1500000
Orange Infrabuild Pvt.Ltd. Associate Concern Investment made in equity shares 4275000 0.00 4275000
Padam Buildmart Pvt.Ltd. Associate Concern Investment made in equity shares 3000000 0.00 3000000
Akashdeep Finbuild Pvt.Ltd. Associate Concern Investment made in equity shares 2300000 0.00 2300000
Vishal Realmart Pvt. Ltd. Long term Investmen ts Investment made in Preference shares 6435000 0.00 6435000

Since section 186 of the companies Act 2013 is not applicable to your company becausethe main business of the company is to acquire securities. Therefore the company was notrequired to take any approval from its members during the period under review.

MANAGEMENT DISCUSSION & ANALYSIS:

Economic Scenario and Outlook with impact on business operations on account of COVID-19pandemic:

The outbreak of COVID-19 pandemic has led to an unprecedented disruption in theeconomic activities across the globe. Consequently the business has been affected in theyear 2020. Still the Company has managed the positive growth till the end of the financialyear ended 31st March 2020.

The Company's operation remained shut from March 23 2020 due to lockdown which hasimpacted its operations during April and May' 2020. The registered office of the Companyis situated in Mumbai (Maharashtra) and corporate office is situated in Indore (M.P.) andboth the cities were under complete lockdown. The activities of the Company were severelyaffected as the Company continues to bear its fixed overhead expenses and other inevitablefinancial costs without having any relaxation from the Government of India/StateGovernments/Local Authorities leading to continue the financial stress on the Company. TheCompany has resumed its operations in a phased manner. The Company took utmost care of itsstaff and work force like sanitisation social distancing mandatory mask wearingmaintaining proper hygiene and many of the employees were given "Work from Home"facility.

We have taken cash flow and other expenses measures to smoothly manage our operations.April - June' 2020 being lockdown months the revenues and profitability of the Companyare likely to be adversely impacted. As the business situation is very dynamic thecompany is closely monitoring it. Though we do hope the business situation shouldnormalise during remaining tenure of the coming financial year.

Industry Outlook and Opportunities:

Adverse effect of Covid-19 will be continued on the operation of the Company in thenext financial years also in all sectors. The Company is consistently monitoring thedevelopments and taking all measured to minimize the impact of outbreak of Covid-19 onbusiness of the Company.

Further the existing Government has announced various relief measures for the varioussectors of the society including the corporate sectors in terms of taxation relief andvarious other measures. In order to reduce the impact of COVID 19 on the economyGovernment is planning to announce more relief in the coming period. Company will takebenefits of all the measures and cope up with positive impact on its business.

Market Development:

The Company has made investment in the Associate and group-concern companies. Howeverit may be risk free from the changes in the capital market. The Company is making effortsto realize the investment and loans for better deployment for growth of the company.

Risk Management Policy and Internal Adequacy:

The capital market industry is mainly dependent on economic growth of country andcapital market is also further affected by number of issues arising out of Internationalpolicies of foreign government as well any change in international business environment.The industrial growth is very sensitive which is dependent on many factors which may besocial financial economical or political and also natural climatic conditions in thecountry. However with the positive attitude of country which can mitigate the avoidablerisks. Geopolitical tensions raising crude oil prices rising US bond yields scams inthe banking sector are some of the affecting factors that the country witnessed during theyear under review. The country faced the said concerns with positive measures by way ofmaking amendments or introducing new laws that can assist to grow the economy. Foreigninvestors are very positive for India and trust its policies which are very much investorfriendly. It is expected that the said efforts shall continue during the coming yearsirrespective of the Government which is in power.

Internal Control System:

The company has implemented proper system for safeguarding the operations/business ofthe company through which the assets are verified and frauds errors are reduced andaccounts information connected to it are maintained such so as to timely completion ofthe statements. The Company has adequate systems of Internal Controls commensurate withits size and operations to ensure orderly and efficient conduct of business. Thesecontrols ensure safeguarding of assets reduction and detection of fraud and erroradequacy and completeness of the accounting records and timely preparation of reliablefinancial information. The company has internal audit and verification at regularintervals. The requirement of having internal auditor compulsory by statue in case oflisted and other classes of companies as prescribed shall further strengthen the internalcontrol measures of company.

Associated Risk to the Business:

The Company emphasizes on those risks that threaten the achievement of businessobjectives of the Group over the short to medium term. An overview of these risks isprovided hereafter including the actions taken to mitigate these risks and any relatedopportunities:

i) Strategic and Commercial risks: being taken care by the Risk Management Committeeand reporting to the Board on need basis.

ii) Regulatory compliance risks: The regulatory environment has resulted into increasedregulatory scrutiny that has raised the minimum standards to be maintained by the Company.This signifies the alignment of corporate performance objectives while ensuringcompliance with regulatory requirements. The Company recognizes that regulatoryrequirements can at times be challenging and therefore will strive to understand thechanging regulatory standards so as to strengthen its decision-making processes andintegrate these in the business strategy of each of the industries in which it operates.Drive business performance through the convergence of risk compliance processes andcontrols mechanisms to ensure continued operational efficiency and effectiveness.

iii) Financial risks: It includes among others exposure to movements in interest ratesand the Company also maintains sufficient liquidity so that it is able to meet itsfinancial commitments on due dates and is not forced to obtain funds at higher interestrates.

iv) Day-to-day Risk Management: Management and staff at the Company's facilitiesassets and functions identify and manage risk promoting safe compliant and reliableoperations. These requirements along with business needs and the applicable legal andregulatory requirements underpin the practical plans developed to help reduce risk anddeliver strong sustainable performance.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Regulation 15 of the SEBI (LODR) Regulations 2015 which states thatRegulation 22 of the SEBI (LODR) Regulations 2015 is not applicable to the Company.However Your Company has voluntarily established a vigil mechanism named vigilmechanism/whistle blower Policy pursuant to Section 177(10) of the Companies Act 2013which has been annexed as 'Annexure-1'with the Board Report.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES:

The names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year:

During the financial year 2019-20 your Company has not become or ceased to be itsSubsidiaries joint ventures or associate companies. Further the Company is not havingany Subsidiaries and Joint Ventures during the year or any period under review. Howeveryour company is having Associates Companies Details of the same is enclosed:

Name of the other Company Position as on 1st April 2019 Date on which become as an Associate /Subsidiary Date on which ceased as an Associate/ Subsidiary Reasons Position as on 31st March 2020 Remarks
Mittal Udyog (Indore) Pvt. Ltd. Associate Concern 17/06/09 - Associate Concern No change
Alokik Estate & Finvest Pvt. Ltd Associate Concern 01/04/17 Due to implemen tation of IND (AS) Associate Concern No change
Saket Securities and Investment Pvt. Ltd. Associate Concern 01/04/17 Due to implemen tation of IND (AS) Associate Concern No change
Arpit Share & Securities Pvt. Ltd. Associate Concern 01/04/17 Due to implemen tation of IND (AS) Associate Concern No change
AVA Mettalics Pvt. Ltd. Associate Concern 01/04/17 Due t o implementa tion of IND (AS) Associate Concern No change
Radius Estate & Finvest Pvt. Ltd. Associate Concern 01/04/17 Due t o implementa tion of IND (AS) Associate Concern No change
Orange Infrabuild Pvt. Ltd. Associate Concern 01/04/17 Due t o implementa tion of IND (AS) Associate Concern No change
Padam Buildmart Pvt. Ltd. Associate Concern 01/04/17 Due t o implementa tion of IND (AS) Associate Concern No change
Akashdeep Finbuild Pvt. Ltd. Associate Concern 01/04/17 Due to implementa tion of IND (AS) Associate Concern No change

Consolidated Financial Statements

Your company is not having any Subsidiary or Joint Venture Company during the yearunder review. However your company is having an associate company and as per therequirement of IND (AS) and the Companies Act 2013 the Consolidated Financial Statementsis also being prepared. Further Form AOC-1 is attached in the Board report as 'Annexure-2'as per the requirement of the Companies Act 2013.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Constitution of the Board

The Board of directors includes a total of 5 (Five) Directors which includes 3 (Three)Independent and 1 (one) Women director and 1 (one) Managing Director. The Chairman of theBoard is an Executive Director. The Board members are highly qualified with the variedexperience in the relevant field of the business activities of the Company which playssignificant roles for the business policy and decision making process and provide guidanceto the executive management to discharge their functions effectively.

Board Independence

Our definition of 'Independence' of Directors or Regulation is derived from Regulation16 of SEBI (LODR) Regulations 2015 and section 149(6) of the Companies Act 2013. TheCompany is having following 3 (Three) independent directors;

1. Mr.Vineet Gupta

2. Mr.Praveen Jain

3. Mr. Anand Gupta

As per provisions of the Companies Act 2013 Independent Directors were appointed fora term of 5 (five) consecutive years but shall be eligible for re-appointment on passingof a special resolution by the Company and shall not be liable to retire by rotation.

Mr. Praveen Jain (DIN: 05358447) and Mr. Sunny Shukla (DIN: 08590103) wereappointed as additional independent director of the company in the board meeting held on23/10/2019 to hold office up to the conclusion of the ensuing Annual General Meeting.Further Mr. Sunny Shukla (DIN: 08590103) Independent Director of the company hasresigned from the Board on 27/08/2020 due to his personal reasons.

Mr. Anand Gupta (DIN: 08845835) was appointed as additional independent director ofthe company through a resolution passed by way of circulation by the board on 27/08/2020to hold office up to the conclusion of the ensuing Annual General Meeting.

In the upcoming Annual General Meeting Mr. Praveen Jain (DIN: 05358447) and Mr.Anand Gupta (DIN: 08845835) retire but offer themselves for reappointment. Lookinginto the contributions made by Mr. Praveen Jain (DIN: 05358447) and Mr. AnandGupta (DIN: 08845835) since their appointment your directors recommend confirmationof Mr. Praveen Jain (DIN: 05358447) and Mr. Anand Gupta (DIN: 08845835) asIndependent director of the company.

Mr. Nitin Maheshwari (DIN: 08198576) Independent Director of the company hasresigned from the Board on 23/10/2019. Further looking to his experience and performanceBoard on recommendation of Nomination and remuneration Committee appointed him asAdditional Director in the capacity of Managing Director of the company in the boardmeeting held on 24/10/2019 for a term of 5 years commencing from 24/10/2019 till23/10/2024. Your Board proposes to confirm his appointment.

Mr. Anoop Vasudeo Agarwal (DIN: 06460053) Independent Director of the company hasresigned from the Board on 23/10/2019 due to his personal reasons.

Declaration by Independent Directors:

All Independent Directors have given their declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013. Your directorsare satisfied about their independency.

Key Managerial Personnel:

Mr. Nitin Maheshwari Managing Director; Mr. Girdhari Randhive Chief Financial Officerand CS Insiya ; have been categorized as the Key Managerial Personnel within the meaningof section 203 of the Companies Act 2013.

There is no change in the Key Managerial Personal during the year 2019-20 except thefollowing:-

1) Ms. Riya Jain Company Secretary & Compliance Officer has resigned from the postw.e.f. 01st May 2019.

2) Ms. Swati Bansal was appointed for the post of Company Secretary & ComplianceOfficer w.e.f. 01st May 2019.

3) Mr. Hemant Sharma Managing Director has resigned from the post w.e.f. 23rd October2019.

4) Mr. Nitin Maheshwari was appointed as Managing Director with effect from 24thOctober 2019.

5) Ms. Swati Bansal Company Secretary & Compliance Officer has resigned from thepost w.e.f. 09th July 2020.

6) Ms. Insiya was appointed for the post of Company Secretary & Compliance Officerw.e.f. 09th July 2020.

Meetings of the Board:

The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from other Board business. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Meetings ofthe Board are held in Indore at the Corporate Office of the Company. The Agenda of theBoard meetings are circulated at least a week prior to the date of the meeting. The Agendafor the Board and Committee meetings includes detailed notes on the items to be discussedat the meeting to enable the Directors to take an informed decision.

The Board met 7 (Seven) times during the financial year 2019-20 on 13 May 2019 30 May2019; 10 August 2019; 20 August 2019; 23 October 2019; 13 November 2019 and 11 February2020. The maximum interval between any two meetings did not exceed 120 days.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION:

The Board has on the recommendation of the nomination and remuneration committeeframed a nomination remuneration and evaluation policy which lays down the criteria foridentifying the persons who are qualified to be appointed as directors and or seniormanagement personnel of the company along with the criteria for determination ofremuneration of directors KMP's and other employees and their evaluation and includesother matters as prescribed under the provisions of section 178 of Companies Act 2013and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been givenat the website of the Company at Link:-http://www.amitsecuritiesltd.com. The details ofthe same are also covered in Corporate Governance Report forming part of this annualreport.

Annual evaluation by the Board:

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance

iv. Providing perspectives and feedback going beyond information provided by themanagement

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. An executive member of the Board does not participate in thediscussion of his evaluation.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for the year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies as mentioned in Note 1 to the Financial Statementshave been selected and applied consistently and judgment and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofCompany as at March 31st 2020 and of the Profit of the Company for the year ended on thatdate;

c. that proper and sufficient care has been taken 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. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

The Board of Directors has devised systems policies and procedures/frameworks whichare currently operational within the Company for ensuring the orderly and efficientconduct of its business which includes adherence to Company's policies safeguardingassets of the Company prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation. In line with best practices the Audit Committee and the Board reviews theseinternal control systems to ensure they remain effective and are achieving their intendedpurpose. Where weaknesses if any are identified as a result of the reviews newprocedures are put in place to strengthen controls. These controls are in turn reviewed atregular intervals.

Nothing has come to the attention of the Directors to indicate that any materialbreakdown in the function of these controls procedures or systems occurred during theyear under review. There have been no significant changes in the Company's internalfinancial controls during the year that have materially affected or are reasonably likelyto materially affect its internal financial controls. There are inherent limitations tothe effectiveness of any system of disclosure controls and procedures including thepossibility of human error and the circumvention or overriding of the controls andprocedures.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS U/S 143(12) OTHER THAN THOSE WHICH AREREPORTABLE TO THE CENTRAL GOVERNMENT:

There were no instances for other than reportable fraud to the Central Governmentcovered under section 134(3) (ca) of the Companies Act 2013. Further that the auditorshave not found any fraud as required to be reported by them under section 143(12) to theCentral Government during the year 2019-20.

COMMITTEES OF THE BOARD:

During the year in accordance with the Companies Act 2013 the Board has following 4(Four) Committees as follows:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders' Relationship Committee

(d) Risk management Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" asannexed to this Annual Report as per Schedule V of the SEBI (LODR) Regulations 2015.

RELATED PARTY TRANSACTIONS & POLICY:

All related party transactions that were entered into during the financial year were onan arm's length basis and are in the ordinary course of business. As per Regulation 15 ofthe SEBI (LODR) Regulations 2015 the Regulation No. 17 to 27 46(2)(b)(i) and Para C D Eof the Schedule V in view of the paid up capital and net worth of the Company is notmandatory. However there are certain transaction which are material in nature and hencethe company is attaching Form AOC-2 as 'Annexure 3' as a part of the Board Report.

There are no material significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and also the Boardfor approval. The transactions entered into are audited and a statement giving details ofall related party transactions is placed before the Audit Committee and the Board ofDirectors for their approval on a quarterly basis. The statement is supported by aCertificate from the MD and the CFO of the Company has developed a Related PartyTransactions Manual Standard Operating Procedures for purpose of identification andmonitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website.(Link:-http://amitsecurities.com/wp-content/uploads/2013/09/POLICY-FOR-RELATED-PARTY-TRANSACTION.pdf).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company hasestablished connectivity with both the depositories i.e. National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of thenumerous advantages offered by the Depository system Members are requested to avail thefacility of dematerialization of shares with either of the Depositories as aforesaid. Ason March 31 2020 89.64% of the share capital stands dematerialized.

AUDITORS & THEIR REPORT:

Statutory Auditors

The Auditors M/s Sunil Bandi & Co. Chartered Accountants (FRN: 007419C) who wereappointed for a term of 5 (five) consecutive years at the 25 th Annual General Meeting ofthe Company held on 15 th Sept. 2017 shall hold the office till the conclusion of the30th Annual General Meeting to be held in the year 2022. As required under Regulation33(d) of the SEBI (LODR) Regulation 2015 the auditors have also confirmed that they holda valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India. The Board of the company takes pleasure in stating that no suchobservation has been made by the Auditors in their report which needs any furtherexplanation by the Board.

Secretarial Audit:

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 CS Dipika Kataria Practicing Company Secretaries to undertake the SecretarialAudit of the Company for the year 2019-20. The Report of the Secretarial Audit Report inthe Form MR-3 is annexed as "Annexure 4" of this Report.

Your Board is pleased to inform that there is no such observation made by the Auditorsin their report which needs any explanation by the Board except that;

1. Auditor Comments: The Company is carrying out the business of metal trading alongwith the business of investment the business started many years back and is not coveredin our audit period hence we reserve our comment /opinion on the same.

Management Comments: The company is carrying the business of metal trading as coveredunder the other objects Therefore the observation are clearly for informative purposeand there are no noncompliances or which needs further clarification from the managementin the particular matter.

Cost Records and Audit:

The company is maintaining the Cost Records as specified by the Central Governmentunder section 148 of the Companies Act 2013 read with the Companies (Cost Records andAudit) Amendment Rules 2014. However The Company is not required to conduct the CostAudit as per the requirement of the Act.

CORPORATE GOVERNANCE:

As per Regulation 15 of the SEBI (LODR) Regulations 2015 the Regulation No. 17 to 2746(2)(b)(i) and Para C D E of the Schedule V in view of the paid up capital and net worthof the Company is not mandatory. However in view of the best corporate governance yourcompany is voluntarily complying certain provisions of the said SEBI (LODR) Regulations aseparate report titled 'Corporate Governance' has been attached in this Annual Report as "Annexure-5".

All Board members and senior management personnel have affirmed compliance with theCode of Conduct for the year 2019-20. A declaration to this effect signed by the ManagingDirector of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financialstatements and other matters as required under regulation 17(8) of the SEBI ListingRegulations 2015. Certificate from Auditors of the company regarding compliance ofconditions of corporate governance is annexed to this Report as "Annexure-6".

Enhancing Shareholders Value:

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to create value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

Code of Conduct:

The Company has formulated the code of conduct for the Board members and seniorexecutives under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations2011 and the SEBI (Prohibition of Insider Trading) Regulations 2015 as amended from timeto time. A certificate to that effect for the proper compliances given by the ManagingDirector is annexed as the 'Annexure-7' with this Report.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION ANDPARTICULARS OF EMPLOYEES

Pursuant to provision of section 197(12) of Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and thedetails of Top 10 employees given in the "Annexure 8".

During the year none of the employees received remuneration in excess of Rs. One CroreTwo Lakhs or more per annum or Rs. Eighty Lakhs Fifty Thousand per month for the part ofthe year. Therefore there is no information to disclose in terms of the provisions of theCompanies Act 2013.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014is annexed herewith as 'Annexure-9'.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date ofthis Report.

APPLICABILITY OF THE IND-AS

Rule 4(1)(iii)(a) of the Companies (Indian Accounting Standards) Rules 2015 notifiedvide Notification No.G.S.R.111(E) on 16th Feb. 2015 provides that if the company is alisted company or having a networth of less than Rs. 500 Crore then Company is required tocomply with the Indian Accounting Standards (IND AS) w.e.f. 01st April 2017. ThereforeIND AS is applicable on the company w.e.f. 01stApril 2017.

EXTRACT OFANNUAL RETURN:

The details forming part of the extract of the Annual Return as on 31st March 2020 in FormMGT-9 is annexed herewith as 'Annexure-10'.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has placed an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 under the guidance of Mrs. Aditi Mittal. Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy. Further no complaint was received during the year under review.

CORPORATE SOCIAL RESPONSIBILITY:

In view of the paid up capital profits and turnover of your company during theprevious three years it does not fall under the provisions of the section 135 of theCompanies Act 2013 and the rules made their under.

ACKNOWLEDGEMENTS:

The Directors thank the various Central and State Government Departments Organizationsand Agencies for the continued guidance and co-operation. The Directors gratefullyacknowledge all stakeholders of the Company viz. customers all the employees membersvendors banks and other business partners for their excellent support received during theyear.

For and on behalf of the Board
Place: Indore Praveen Jain Nitin Maheshwari
Date: 20thNovember 2020 Director Managing Director
Amit Securities Ltd. DIN: 05358447 DIN 08198576
CIN: L65990MH1992PLC067266

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