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AMS Polymers Ltd.

BSE: 540066 Sector: Others
NSE: N.A. ISIN Code: INE345U01019
BSE 00:00 | 24 Jan AMS Polymers Ltd
NSE 05:30 | 01 Jan AMS Polymers Ltd
OPEN 24.55
PREVIOUS CLOSE 24.55
VOLUME 1
52-Week high 24.55
52-Week low 24.55
P/E 57.09
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 24.55
CLOSE 24.55
VOLUME 1
52-Week high 24.55
52-Week low 24.55
P/E 57.09
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

AMS Polymers Ltd. (AMSPOLYMERS) - Director Report

Company director report

Dear Members

Your Directors are delighted to present the 36thAnnual Report of yourCompany together with the Audited Annual Accounts for the financial year ended 31stMarch2021.

1. Financial Results

The Financial Performance of your Company for the year ended March 31 2021 issummarized below:

(Amount in Rs. Lacs)

Particulars Financial Year ended
31st March 2021 31st March 2020
Total Income 3151.38 2838.03
Total Expenditure 3142.40 2829.88
Profit before tax 8.98 8.15
Provision for tax 2.40 2.48
Deferred Tax Liabilities (Assets) 0.067 (159)
Short Provision of tax of earlier years - 0.01
Profit after Tax 6.64 7.25
Profit/(Loss) b/f of previous year (14.78) (22.03)
Capital Reserve - -
Balance of Profit/(Loss) carried to Balance Sheet (8.14) (14.78)
Paid-up Share Capital 330.25 330.25
Reserves and Surplus (8.14) (14.78)

2. Dividend

In view of insufficiency of profits your Directors regret their inability torecommended dividend on equity shares for the year under review.

3. Reserves

In view of insufficiency of profits no amount is proposed to be transferred toReserves for the year under review.

4. Brief description of the Company's working during the year:

During the year under review the following changes were observed in Company'soperations:

(i) The Government of India announced nation-wide lockdown on 19thApril2021 to contain the outbreak of COVID-19. To follow the government guidelines the Companyclosed its corporate office but continued to follow Work from Home Policy for all itsemployees and closed its manufacturing unit in a phased manner. The immediate impact onthe business due to closure of its manufacturing unit resulted in muted sales in thelockdown period.

(ii) The total revenue of the Company was Rs. 3151.38lacs as against Rs. 2838.03lacs in the previous year. The company earned a net profit (after tax) of Rs. 6.64lacsagainst a net profit (after tax)of Rs. 7.25lacs during the previous year. As the Covid-19pandemic continues to evolve revenue from operations and profitability of the Company areimpacted. However your directors are closely monitoring it and are making every possibleeffort to mitigate this and improve the profitability of the Company.

5. Change in the nature of business if any

During the year under review the Company had no change in the nature of its businessactivity.

6. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

Owing to the onset of the "second wave" several State Governments haddeclared complete or temporary lockdowns due to which business operations were impacted.Following the government guidelines the Company closed its corporate office butcontinued to follow Work from Home Policy for all its employees and closed itsmanufacturing unit in a phased manner. The immediate impact on the business due to closureof its manufacturing unit resulted in muted sales in the lockdown period.As the Covid-19pandemic continues to evolve revenue from operations and profitability of the Company areimpacted. However Your Directors are closely monitoring it and are making every possibleeffort to mitigate this and to improve the profitability of the Company.

7. Details of significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and company's operations in future

During the year there is no significant and material orders passed by the Regulatorsor Courts or Tribunals which impact the going concern status and company's operations infuture.

8. Details in respect of adequacy of internal financial controls with referenceto the Financial Statements

The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary. During the year no company has become or ceased assubsidiary/Joint- venture/Associate of the company.

10. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement

During the year no consolidated financial statements have been prepared by the companyas the Company has no subsidiary associates and joint venture companies.

11. Public Deposits

Your Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014during the year under review. The details relating to deposits covered under Chapter V ofthe Act is as under-

(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 interest thereon during the year and if so number of such cases and the total amount involved N.A. since the company has not accepted any deposits.
(i) at the beginning of the year Nil
(ii) maximum during the year Nil
(iii) at the end of the year Nil

12. Auditors

A. Statutory Auditors:

M/s. KVA & Company Chartered Accountants New Delhi the Statutory Auditors of theCompany (Firm Registration No. 017771C) had been reappointed for a further period of fiveyears by the shareholders in 35th Annual General Meeting of the Company held on 21stDecember 2020 i.e the conclusion of 35th Annual General Meeting till the conclusion ofthe 40th Annual General Meeting of the Company as per the requirement of Section 139(1) ofCompanies Act 2013 and rules made there under.

As per the Companies (Amendment) Act 2017 and rules made there under w.e.f. May 072018 the Central Government notified the omission of the requirement related toratification of appointment of Auditors by members at every Annual General Meeting.Accordingly the resolution for ratification has not been placed before the members.

Statutory Auditors' Report:

The comments on statement of accounts referred to in the report of the Auditors areself-explanatory. Auditor's Report does not contain any qualification reservation oradverse remark.

B. Secretarial Auditors:

As required under Section 204 of the Companies Act 2013 and Rules made thereunder theBoard has appointed M/s. Kundan Agrawal & Associates Practicing Company Secretariesas Secretarial Auditor of the Company for the FY 2020-21.

Secretarial Audit Report

There are no qualifications reservations adverse remarks or disclaimers given by theSecretarial Auditor in its Secretarial Audit Report for the Financial Year 2020-21.

The company has also obtained a certificate from M/s Kundan Agrawal & AssociatesPracticing Company Secretary confirming that none of the Directors on the Board of theCompany has been debarred or disqualified by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such Statutory Authority from being appointed orcontinuing as Directors of Companies.

The Secretarial Audit Report and Certificate regarding non-disqualification ofDirectors for the F. Y. 2020-21are provided as Annexure-I(A) 1(B) respectively.

C. Internal Auditor:

Pursuant to the provision of the Companies Act 2013 and Rules framed thereunder theBoard of Directors on the recommendation of the Audit Committee had appointed M/s.Sanghi& Co. Chartered Accountants as the Internal Auditor of the company for the FY2020-21.

13. Cost Audit

Pursuant to Section 148 read with Companies (Cost Records and Audit) Rules 2014 anddue to turnover based criteria as prescribed by Central Government the company is notrequired to maintain Cost Records for the product being manufactured and get the sameaudited by Cost Auditor.

14. Share Capital

A Issue of equity shares with differential rights: During the year company has not issued any equity shares with differential rights.
B Issue of sweat equity shares During the year company has not issued any Sweat equity shares.
C Issue of employee stock options During the year company has not issued employee stock options.
D Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees Nil
E Bonus Shares No bonus shares were issued during the year under review.
F Forfeiture of Shares No further forfeiture of Shares occurred during the year under review.

15. Extract of the annual return (MGT-9)

The extract of the Annual Return in Form No. MGT-9 is annexed herewith (Annexure 2).andthe Annual Return for the financial year 2020-21 pursuant to Section 92(3) of theCompanies Act 2013 will be placed on website of the Company after completion of AnnualGeneral Meeting and the same can be accessed on the web linkwww.amspolymers.com.

16. Conservation of energy technology absorption and foreign exchange earningsand outgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) Conservation of energy

The company has undertaken various energy efficient practices which have strengthenedthe Company's commitment towards becoming an environment friendly organization. TheCompany makes all efforts towards conservation of energy protection of environment andensuring safety. As far as possible company is utilizing alternate sources of energy.

(A) Technology absorption

The business of the company is not technology driven. No technology has been imported.There is nothing to be disclosed on account of technology absorption.

(B) Foreign exchange earnings and Outgo during the year:

Foreign Exchange Earned in terms of actual inflows Nil
Foreign Exchange outgo in terms of actual outflows Nil

17. Corporate Social Responsibility (CSR)

In terms of section 135(1) of the Companies Act 2013 the provisions of CorporateSocial Responsibility are not applicable to the Company.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

There is no Appointment or Cessation of Directors during the year under review.

However Mr. Ravindra Kumar Chief Financial Officer of the Company resigned from thepost of Chief Financial Officer w.e.f. 11.06.2020 and Mr. Dharmendra Sinha was appointedas Chief Financial Officer of the Company w.e.f 11.06.2020 and resigned w.e.f 19.08.2021from the post of Chief Financial Officer of the Company.

Mr. Dharmendra Sinharesigned w.e.f 19.08.2021 from the post of Chief Financial Officerof the Company and Mr. Pradeep Jha was appointed as Chief Financial Officer w.e.f.19.08.2021 after the year under review.

After the year under review Ms Bhavya Kochhar resigned from the post of CompanySecretary w.e.f. 11.06.2021 and Ms. Chiranjivi Ramuka was appointed as Company Secretaryw.e.f. 30.06.2021.

Director liable to retire by rotation

In accordance with the provisions of the Companies Act 2013 Mr. Anand Kumar (DIN:01381489) Director of the Company retires by rotation at the forthcoming AGM and beingeligible offers himself for re-appointment.

Considering the background and experience of Mr. Anand Kumar the Board is of theopinion that his re-appointment will immensely benefit your Company. The Board recommendshis appointment.

Brief profile of Mr. Anand Kumar

Mr. Anand Kumar aged 58 years is a Commerce graduate with over 36 years of experiencein various industries.He began his career by establishing chemical trading company anddiversified it into a speciality chemical manufacturing company footwear solemanufacturing Company and hospitality industry. Presently Mr. Anand Kumar does not holddirectorship in any other public limited Company except AMS Polymers Limited (Formerlyknown as Sai Moh Auto Links Limited)

Mr. Anand Kumar holds 668949shares constituting 20.26% of the paid up Share Capital ofthe Company as on 31st March 2021.

Except Mr. Arpit Goel Non Executive Director of the Company Mr. Anand Kumar(DIN:01381489) does not have a relationship with any of the existing Directors and KeyManagerial Personnel.

B) Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Director of theCompany under Section 149(6) of the Companies Act 2013 read with the applicable ListingRegulations 2015 confirming that they meet with the criteria of independence asprescribed under the prescribed provisions.

Formal Annual Evaluation

In compliance with the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 during the year the Board adopted a formalmechanism for evaluating its performance as well as that of its Committees and IndividualDirectors. Structured questionnaires were used in the overall Board evaluation comprisingvarious aspects of Board function.

The evaluation of Independent Directors was carried out by the entire Board and Non -Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

19. Number of meetings of the Board of Directors

Six meetings of the Board of Directors were held during the year on 11.06.202030.07.202014.09.2020 12.11.2020 24.11.2020 and 12.02.2021.

One separate meeting of Independent Directors of the Company was held on 30.03.2021.

20. Committees of the Board

During the year under in accordance with the Companies Act 2013 the Boardreconstituted some of its Committees. The Committees are as follows:

* Audit Committee

* Stakeholders' Relationship Committee

* Nomination and Remuneration Committee

Details of the said Committees along with their charters compositions and meetingsheld during the year are provided in the Report of Corporate Governance as a part of thisAnnual Report.

21. Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation framework. The Companies Act 2013provides that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its Committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shallbe done by the entire Board of Directors excluding the director being evaluated.

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Structured questionnaires were used in the overall Boardevaluation comprising various aspects of Board function.

The performance of the Board was evaluated by the Board on the basis of PerformanceEvaluation Policy formulated by the Board and after seeking inputs from all the directorson the basis of the criteria such as the Board composition and structure effectiveness ofboard processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc. and on such further criteria as is set out inthe Performance Evaluation Policy (as per Annexure 3) formulated by the Nominationand Remuneration Committee and approved by the Board to evaluate the performance of theBoard and its Committees.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of Independent Directors held on 30.03.2021 performance ofnon-Independent Directors performance of the board as a whole was evaluated taking intoaccount the views of executive directors and non- executive directors. The same wasdiscussed in the board meeting that followed the meeting of the Independent Directors atwhich the performance of the Board its committees and individual directors was alsodiscussed.

22. Policy on Directors' Appointment and Remuneration

Your Company has a policy to have an appropriate mix of executive and independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As on March 31 2021 the Board consisted of 4 members out ofwhich 1 (One) is Executive Director 1 (One) is Non-Executive Director and 2 are WomanIndependent Directors.

The policy of the Company on directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of Section 178 of the Companies Act 2013 adoptedby the Board is attached as Annexure - 4to the Board Report. Further theremuneration paid to the Directors is as per the terms laid out in the nomination andremuneration policy of the Company.

23. Risk Management Policy and Internal Control

The Company has adopted a Risk Management Policy duly approved by the Board and alsohas in place a mechanism to identify access monitor and mitigate various risks to keybusiness objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.

This year our industry has been impacted by the COVID 19 Pandemic and the subsequentlockdown on economic activity. However your company has shown resilience during this timeand we believe we will come out stronger.

24. Whistle Blower Policy and Vigil Mechanism

Your Company has established a "Whistle Blower Policy" and Vigil Mechanismfor directors and employees to report to the appropriate authorities concerns about theunethical behavior actual or suspected fraud or violation of the Company's code ofconduct policy and provides safeguards against victimization of employees who avail themechanism and also provide for direct access to the Chairman of the Audit Committee. Thesaid policy has been uploaded on the website of the company. The same can be accessed atthe website of the Company i.e.www.amspolymers.com.

25. Particulars of loans guarantees or investments under Section 186

Particulars and details of loans given investments made or guarantees given andsecurities provided if any are given in the Notes to the Financial Statements.

26. Contracts and arrangements with related parties

The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thewww.amspolymers.com.

As a matter of Company's policy all contracts/arrangements/transactions if any whichentered by the company with related parties were in the ordinary course of business anddetails and prescribed particulars of all such transactions (if any) are contained in theNotes to the Financial Statements.

Details of related party transactions entered during the year under review are providedin AOC-2annexed herewith and forms part of this Report as per Annexure-5.

27. Corporate Governance:

Although the provisions of Listing Regulations with respect to the CorporateGovernance are not applicable on your Company. However your Company has been benchmarkingitself with well-established Corporate Governance practices besides strictly complyingwith the requirements of Regulation 17 to 27 and any other applicable Regulation of theSEBI under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time.

A separate "Report on Corporate Governance" together with requisitecertificate obtained from Statutory Auditors of the Company confirming compliance withthe provisions of Corporate Governance as per the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this Report.

28. Directors' Responsibility Statement

Pursuant to Section 134(3) (c) read with 134(5) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31stMarch2021 the applicable accounting standards had been followed and no material departureshave been made from the same;

(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 i.e. on31stMarch 2021 and of the profit or loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating efficiently;and

(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

29. Particulars of Employees

There are no employees employed throughout the financial year who were in receipt ofremuneration of Rs. 10. 2Lacs or more or employed for part of the year who were in receiptof remuneration of Rs. 8.5lacs or more a month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Remuneration) Rules 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith as Annexure - 6.

During the year under review Mr. Anand Kumar Managing Director of the Company hasreceived Rs. 2400000as Remuneration during the year under review. Except Mr. AnandKumar none of the Directors of the Company have received remuneration from the Company.

The Nomination and Remuneration Committee of the Company has affirmed in its meetingheld on June 30 2021 has affirmed that the remuneration paid to the Senior ManagementEmployee/KMPs is as per the remuneration policy of the Company.

30. Internal Financial Control and Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.

The Company has an adequate internal controls system commensurate with its size and thenature of its business. All the transactions entered into by the Company are dulyauthorized and recorded correctly. All operating parameters are monitored and controlled.The top management and the Audit Committee of the Board of Directors review the adequacyand effectiveness of internal control systems from time to time.

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 read with Rules there under

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules there under theCompany has not received any complaint of sexual harassment during the year under review.

32. Reporting of frauds by Auditors

During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneed to be mentioned in this Report.

33. Secretarial Standards

The Company has complied with the provisions of the applicable Secretarial Standardsi.e. SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2(Secretarial Standard on General Meetings).

34. Human Resources

Your Company treats its "human resources" as one of its most importantassets. We focus on all aspects of the employee lifecycle. This provides holisticexperience for the employees as well. During their tenure at the Company employees aremotivated through various skill development programs. We create effective dialogue throughour communication channels to ensure effective dialogue through our communication channelsto ensure that feedback reach the relevant team including leadership.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

35. Segment-wise performance

The Company is into single reportable segment only.

36. Management Discussion and Analysis

The Management Discussion and Analysis Report on the business of the Company andperformance review for the year ended March 31 2021 as stipulated in Regulation 34 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate report which forms part of the Report.

37. Disclosure of Accounting Treatment

The financial statements for the financial year 2020-21 have been prepared inaccordance with the Companies (Indian Accounting Standards) Rules 2015 (Ind AS)prescribed under Section 133 of the Companies Act 2013 read with relevant rules issuedthereunder and other recognized accounting practices and policies to the extentapplicable.

38. Listing of Shares

The shares of your Company are listed at Bombay Stock Exchange Limited Ahmedabad StockExchange Ludhiana Stock Exchange Ltd. and Delhi Stock Exchange Ltd.

39. Acknowledgements

Your Directors are grateful to the Government of India the Reserve Bank of India theSecurities and Exchange Board of India (SEBI) the Stock Exchanges and other regulatoryauthorities for their valuable guidance and support and wish to express their sincereappreciation for their continues co-operation and assistance. We look forward for theircontinued support in future.

Your directors would like to express their sincere appreciation for the assistance andcooperation received from banks customers vendors Government members and employeesduring the year under review.

Finally the Directors thank you for your continued trust and support.

For and on Behalf of the Board of AMS Polymers Limited
(Formerly Sai Moh Auto Links Limited) Sd/-
(Anand Kumar)
Date: 02ndSeptember 2021 Managing Director
Place: New Delhi DIN:01381489

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