To the Members
Your Directors have pleasure in presenting the 77th Annual Report on thebusiness and operations of the Company together with the audited financial statements forthe financial year ended 31st March 2018.
The summarized financial results of the Company for the financial year 2017-18 aregiven hereunder:
| || ||(Rs.in lakhs) |
| ||2017-18 ||2016-17 |
|Revenue from operations & other income ||7741.64 ||6880.75 |
|Operating Profit (EBIDTA) ||2045.72 ||1621.51 |
|Finance Cost ||153.50 ||209.99 |
|Gross Profit (PBD) ||1892.22 ||1411.52 |
|Depreciation & amortization ||155.20 ||149.67 |
|Profit before tax ||1737.02 ||1261.85 |
|Provision for || || |
|- Current Tax (net) ||247.62 ||141.80 |
|- Deferred Tax (incl. MAT Credit Entitlement) ||(163.22) ||(86.71) |
|Net Profit ||1652.62 ||1206.76 |
|Other Comprehensive Income ||(177.87) ||(14.33) |
|Total Comprehensive Income for the year ||1474.75 ||1192.43 |
|Opening balance of Retained Earnings ||8911.13 ||8727.26 |
|Amount available for appropriation ||10532.19 ||9911.13 |
|Dividend on Equity Shares ||240.99 ||- |
|Tax on Equity Dividend ||49.06 ||- |
|Transferred to General Reserve ||1000.00 ||1000.00 |
|Closing Balance of Retained Earnings ||9242.14 ||8911.13 |
IND AS ADOPTION
The Company has adopted Indian Accounting Standards (Ind AS) w.e.f. 1stApril 2017 with a transition date of 1st April 2016. Accordingly thefinancial statements for the financial year ended 31st March 2018 have beenprepared in accordance with Ind AS prescribed under Section 133 of the Companies Act 2013(the Act) and other accounting principles generally accepted in India. Previous period'sfigures have been restated as per Ind AS to make them comparable.
Your Directors are pleased to recommend Dividend of Rs. 8.00 per equity share of Rs.10/- each (i.e. 80%) for the financial year ended 31st March 2018 subject toapproval of the shareholders at the ensuing annual general meeting as against the Dividendof Rs.7.50 per equity share of Rs.10/- each (i.e. 75%) paid for the Year ended 31stMarch 2017.
? During the year under review the revenue from operations increased by 14.41% toRs.5417.33 lakhs as against Rs. 4735.17 lakhs in the previous year. The growth isprimarily on account of higher volumes and prices of dairy milk/milk products.
? The operating profit (EBIDTA) of Rs. 2045.72 lakhs recorded during the year ishigher by 26.16% than the previous year. The profit after tax for the year was Rs.1652.62 lakhs as against Rs. 1206.76 lakhs in the previous year;
? The production of dairy milk & milk products during the year has grown by 4.47%to 7362 KL as against 7047 KL in the previous year;
The raw milk prices were at low levels throughout the year due to increase in milkproduction. Consequently there has been significant improvement in margins of dairymilk/milk products during the year;
? In the case of real estate the Company has been able to liquidate some of theinventory of commercial shops in the Gagan Enclave Extension project. To expand andenlarge the scope of the real estate business venturing into the hospitality sector isbeing considered;
? The Company has deployed surplus funds in treasury operations. The Other Incomeduring the year was Rs.2324.31 lakhs as against Rs.2145.58 lakhs recording an increaseof 8.33%. The treasury operations of the Company continued to focus on deployment ofsurplus liquidity within a well defined risk management framework.
THE MANAGEMENT DISCUSSION & ANALYSIS
As required by Regulation 34(2) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI LODR")Management Discussion and Analysis Report for the year ended 31.03.2018 is appended.
(i) Share Capital
The paid-up Equity Share Capital as on 31st March 2018 was Rs.321.32 lakhs.During the year under review the Company has not issued shares with differential votingrights nor granted stock options nor sweat equity.
(ii) Fixed Deposits
Your Company has not accepted any public deposits under Chapter 4 of the Companies Act2013. As such no amount of principal or interest on deposits from the public wasoutstanding as on the date of the Balance Sheet.
(iii) Particulars of loans guarantees or investments
Particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Act are given in the Notes to the Financial Statements.
The Company is committed to uphold the highest standard of corporate governance andbelieve that business relationship can be strengthened through corporate fairnesstransparency and accountability. Your Company is fully compliant with all the mandatoryprovisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.A Report on
Corporate Governance with a Certificate from the Auditors of the Company regardingcompliance of the conditions of Corporate Governance is annexed as Annexure-A and formspart of this Annual Report. A Certificate from the Chairman & Managing Director andChief Financial Officer confirming the correctness of the financial statements adequacyof internal control measures and reporting of matters to the Audit Committee in terms ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and aDeclaration by the Chairman & Managing Director for compliance with the Company's Codeof Conduct are annexed as Annexure-A and form part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has put in place a Corporate Social Responsibility Policy in line withSection 135 and Schedule VIII of the Act. The Policy is available on the website of theCompany at www.amritcorp.com . As per the Policy the CSR activities are carried on inareas of skill development & language training for employability livelihood andincome generation preventive health and sanitation waste resource management and waterconservation and also contribute to Prime Minister's National Relief Fund NationalMission for Clean Ganga and Swachh Bharat Kosh.
The Annual Report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 has been appended as Annexure-B and forms integral partof this Report.
The Board of Directors of your Company has constituted a Risk Management Committee toidentify elements of risk in different areas of operations and to develop policy foractions associated to mitigate the risks. The Audit Committee and the Board of Directorsare informed of the risks associated and minimization procedures on timely basis. Thedetails of the Committee its terms of reference and the Risk Management Policy are setout in the Corporate Governance Report forming part of this Report. The Risk ManagementPolicy is posted on the website of the Company at www.amritcorp.com .
Pursuant to Section 177(9) of the Companies Act 2013 the Company has formulated aWhistle Blower Policy to establish a vigil mechanism for directors and employees of theCompany. The purpose and objective of this Policy is to provide a framework to promoteresponsible and secure whistle blowing. It protects the employees wishing to raise aconcern about serious irregularities within the Company. The details of the Whistle BlowerPolicy are explained in the Corporate Governance Report and also posted on the website ofthe Company at www.amritcorp.com .
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to themembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in zero tolerance against bribery corruption andunethical dealings/ behaviours of any form. The Code has been pasted on the Company'swebsite at www.amritcorp.com . The Code lays down the standard procedure of businessconduct which is expected to be followed by the Directors and the designated employees intheir business dealings and in particular on matters relating to integrity in the workplace in business practices and in dealing with stakeholders. All the Board Members andthe senior management personnel have confirmed compliance with the Code. A Declaration bythe Chairman & Managing Director regarding compliance with the Company's Code ofConduct is attached to the Report on Corporate Governance.
RELATED PARTY TRANSACTIONS
No Related Party Transactions were entered into during the financial year 2017-18. AllRelated Party Transactions entered into in the past were on an arm's length basis and werein the ordinary course of business. There are no materially significant Related PartyTransactions made by the Company with promoters directors Key Managerial Personnel orother designated persons which may have potential conflict with the interest of theCompany at large.
On the recommendation of the Audit Committee the Board of Directors has adopted apolicy on Related Party Transactions which is also uploaded on the
website of the Company (www.amritcorp.com ) under the head Investor Relations'.The Policy envisages the procedure governing related party transactions required to befollowed to ensure compliance with the applicable laws and regulations as well as toensure that the Related Party Transactions are managed and disclosed in accordance withthe strict legal and accounting requirements.
A statement of all related party transactions is presented before the Audit Committeeon a quarterly basis specifying the nature value and terms & conditions of thetransactions. The statement is supported by a certificate from the CEO and CFO.
None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company believes that all employees have right to be treated with dignity and towork in an environment free of sexual harassment. The Company will not permit or condonesexual harassment at workplace. The Company will make every effort to ensure that noemployee or visitor or any other person is subjected to sexual harassment at any of theCompany's workplaces and the allegations of sexual harassment will be dealt withseriously expeditiously and confidentially. The Company has in place a formal policy forprevention of sexual harassment which has been framed in accordance with the provisionsof "The Sexual Harassment of Woman at Workplace (Prevention Prohibition andRedressal) Act 2013" and Rules framed thereunder. No complaints of sexual harassmentwas received during the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations.
The details pertaining to composition of the Audit Committee are included in the Reporton Corporate Governance. All the recommendations made by the Committee were accepted bythe Board.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Directors have laid-down internal financial controls to be followed by the Companyand such policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Company's policies safeguardingof its assets prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation. The Audit Committee evaluates the internal financial control systemperiodically.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
No changes have taken place in the Board of Directors and Key Managerial Personnel(KMP) during the year. The details of the Directors are given in the Corporate GovernanceReport. Upon completion of his tenure Shri Ashwini Kumar Bajaj has been re-appointed asManaging Director of the Company by the Board of Directors for a period of three yearsw.e.f. 5th November 2017. The said re-appointment of Shri Ashwini Kumar Bajajis subject to the approval of the shareholders at the annual general meeting.
(ii) Retirement by rotation
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Shri G.N.Mehra retires by rotation and is eligible forre-appointment.
(iii) Declarations by Independent Directors
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act.
(iv) Board Evaluation
In compliance with the provisions of the Act and Regulations 17 and 19 read with PartD of Schedule II to the SEBI LODR the Board has carried out annual performance evaluationof its own performance the directors individually as well as the evaluation of theworking of its Nomination &
Remuneration Committee. The manner in which the evaluation has been carried out hasbeen explained in the Corporate Governance Report. The Directors expressed satisfactionwith the evaluation process and performance of the Board of Directors and the Committee.
(v) Nomination & Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel. More details of the same are given in the Corporate GovernanceReport.
(vi) Directors' Training and Familiarization Programme
The newly appointed Independent Directors are taken through a training &familiarization programme to familiarize them with their role rights and responsibilityas Directors the working of the Company nature of industry in which the Companyoperates business model etc.
The Directors are regularly informed during meetings of the Board and Committees of theactivities of the Company its operations and issues facing the industry. Considering thelong association of the Directors with the Company and their seniority and expertise intheir respective areas of specialization continuous training and familiarization everyyear is not considered necessary for the existing Directors and accordingly no suchprogrammes were conducted during the year.
(vii) Board Meetings
During the year six (6) Board Meetings and four (4) Audit Committee Meetings wereconvened and held. The details are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according
to the information and explanations obtained by them
your Directors make the following statements in terms
of the section 134(3)(c) of the Companies Act 2013:
(i) that in the preparation of the annual financial statements for the year ended March31 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
(ii) that such accounting policies as mentioned in the Financial Statements have beenselected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at March 312018 and of the profit of the Company for the year ended on thatdate;
(iii) 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;
(iv) that the annual financial statements have been prepared on a going concern basis;
(v) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(vi) that proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.
(i) Statutory Auditors
At the 76th Annual General Meeting held on 19th September 2017M/s Mukesh Aggarwal & Co. Chartered Accountants New Delhi (ICAI Registration No.011393N) have been appointed as the Statutory Auditors of the Company for an initialperiod of 5 years from the conclusion of 76th annual general meeting till theconclusion of 81st annual general meeting.
The Report given by M/s Mukesh Aggarwal & Co. Chartered Accountants on thefinancial statements of the Company for the year 2017-18
is part of the Annual Report. There has been no qualification reservation or adverseremark or disclaimer in their Report. During the year under review the Auditors had notreported any matter under Section 143(12) of the Companies Act 2013 therefore no detailis required to be disclosed.
(ii) Cost Auditors
The goods produced by the Company are not covered under cost audit and thereforepursuant to Section 148 of the Companies Act 2013 read with the Companies (Cost Recordsand Audit) Amendment Rules 2014 the Company is not required to maintain the cost auditrecords.
(iii) 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 M/s RSM & Co. a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewithas Annexure-C.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information relating to conservation of energy technology absorption and foreignexchange earnings & outgo as required under Section 134(3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is Annexed herewith asAnnexure-D.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure-E.
Employee relations continued to be cordial throughout the year in the Company. TheDirectors express their appreciation for the contribution made by the employees to theoperations of the Company during the year.
PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of Rs.102 lakhs per year to be disclosed in the Report of Board ofDirectors are not applicable to the Company as none of the employees was in receipt ofremuneration in excess of Rs.102 lakhs during the financial year 2017-18.
The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014 is given in the Statement annexed herewith as Annexure-F.
Your Directors convey their sincere thanks to the various agencies of the CentralGovernment State Governments Banks and other concerned agencies for all the help andcooperation extended to the Company. The Directors also deeply acknowledge the trust andconfidence the shareholders and investors have placed in the Company. Your Directors alsorecord their appreciation for the dedicated services rendered by the workers staff andofficers of the Company.
| ||For and on behalf of the Board |
|Noida ||N.K. BAJAJ |
|August 02 2018 ||Chairman & Managing Director |