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AMS Polymers Ltd.

BSE: 540066 Sector: Others
NSE: N.A. ISIN Code: INE345U01019
BSE 00:00 | 04 Dec AMS Polymers Ltd
NSE 05:30 | 01 Jan AMS Polymers Ltd
OPEN 21.25
PREVIOUS CLOSE 21.25
VOLUME 1
52-Week high 21.25
52-Week low 21.25
P/E 106.25
Mkt Cap.(Rs cr) 7
Buy Price 21.25
Buy Qty 34.00
Sell Price 0.00
Sell Qty 0.00
OPEN 21.25
CLOSE 21.25
VOLUME 1
52-Week high 21.25
52-Week low 21.25
P/E 106.25
Mkt Cap.(Rs cr) 7
Buy Price 21.25
Buy Qty 34.00
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 35thAnnual Report of yourCompany together with the Audited Annual Accounts for the financial year ended 31stMarch2020.

1. Financial Results

The Financial Performance of your Company for the year ended March 31 2020 issummarized below:

Financial Year ended

Particulars 31st March 2020 31st March 2019
Total Income 2838.03 2364.03
Total Expenditure 2829.88 2359.77
Profit before tax 8.15 4.25
Provision for tax 2.48 0.82
Deferred Tax Liabilities (Assets) (1.59) (2.15)
Short Provision of tax of earlier years 0.01 0.01
Profit after Tax 7.25 5.57
Profit/(Loss) b/f of previous year (22.03) (27.60)
Capital Reserve - -
Balance of Profit/(Loss) carried to Balance Sheet (14.78) (22.03)
Paid-up Share Capital 330.25 330.25
Reserves and Surplus (14.78) (22.03)

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 Board of Directors in its meeting held on 12th August 2019 decided to changethe name of the Company from "Sai Moh Auto Links Limited" to "AMS PolymersLimited" so that the name of the company reflects the true and fair picture of thebusiness carried out by the Company. The company then received the Name Approval from ROCon 27th November 2019.As per the provisions of Sections 13 of the Companies Act 2013resolution of the shareholders was put up in 34th Annual General Meeting heldon 30th September 2019 and approval of members was duly accorded by way ofpassing a Special Resolution.

(ii) The Board of Directors in its meeting held on 20th January 2020in order to reducecost has considered and approved to establish a manufacturing unit of the Companywherein the chemicals both organic and inorganic would be manufactured In House by theCompany itself and till the time the said manufacturing unit is duly setup and made fullyoperational the Board has tied up exclusively with M/s Annu Industries Private Limitedfor manufacturing of chemicals both organic and inorganic under the brand name"ANNU & CUREXPERT" for M/s AMS Polymers Limited as per the specificationsprovided by the Company to it from time to time. Under the said agreement M/s AnnuIndustries Private Limited would manufacture chemicals both organic and inorganicexclusively for M/s AMS Polymers Limited.

(iii) The Government of India announced nation-wide lockdown on 24th March 2020 tocontain the outbreak of COVID-19. To follow the government guidelines the Company closedits corporate office allowed work from home for all its employees and closed itsmanufacturing unit in a phased manner. The immediate impact on the business due to closureof its newly set up manufacturing unit and office coupled with transportation issuesresulted in muted sales in the lockdown period.

(iv) The total revenue of the Company was Rs. 2838.03 lacs as against Rs. 2364.03lacsin the previous year. The company earned a net profit (after tax) of Rs. 7.25 lacs againsta net profit (after tax ) of Rs. 5.57 lacs 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 Board of Directors in its meeting held on 20thJanuary 2020 in order to reduce cost has considered and approved to establish amanufacturing unit of the Company wherein the chemicals both organic and inorganicwould be manufactured In House by the Company itself and till the time the saidmanufacturing unit is duly setup and made fully operational the Board has tied upexclusively with M/s Annu Industries Private Limited for manufacturing of chemicals bothorganic and inorganic under the brand name "ANNU & CUREXPERT" for M/s AMSPolymers Limited as per the specifications provided by the Company to it from time totime. Under the said agreement M/s Annu Industries Private Limited would manufacturechemicals both organic and inorganic exclusively for M/s AMS Polymers Limited.

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

The Government of India announced nation-wide lockdown on 24th March 2020 to containthe outbreak of COVID-19. To follow the government guidelines the Company closed itscorporate office allowed work from home for all its employees and closed itsmanufacturing unit in a phased manner. The immediate impact on the business due to closureof its newly set up manufacturing unit and corporate office coupled with transportationissues resulted in muted sales in the lockdown period. As the Covid-19 pandemic continuesto evolve revenue from operations and profitability of the Company are impacted. Howeveryour directors are closely monitoring it and are making every possible effort to mitigatethis and to improve the profitability of the Company.

7 . Details of significant and material orders passed by the Regulators orCourts or 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. Kapil Dev & Associates Chartered Accountants New Delhi the StatutoryAuditors of the Company (Registration No. 025812N) has resigned as Statutory Auditor ofyour Company with effect from 23rd November 2020.

Therefore The Board recommended M/s. KVA & Company (Firm Registration No. 017771C)as the Statutory Auditors of the Company to fill the casual vacancy caused due theresignation of M/s Kapil Dev & Associates Chartered Accountants (Firm Reg. No.:025812N). Board has further approved and recommended appointment of M/s. KVA & Company(Firm Registration No. 017771C) as the Statutory Auditors of the Company from theconclusion of 35th Annual General Meeting till the conclusion of the 40th Annual GeneralMeeting of the Company.

The Company has received a certificate from the Statutory Auditors confirming that theyare eligible for appointment as auditors of the Company under Section 139 of the CompaniesAct 2013 and meet the criteria for appointment specified in Section 141 of the CompaniesAct 2013 and SEBI Listing Regulations 2015.

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 2019-20.

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 2019-20.

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. 2019-20 are provided as Annexure-1(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 FY2019-20.

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 (Annexure2).and the Annual Return for the financial year 2019-20 pursuant to Section 92(3) ofthe Companies Act 2013 will be placed on website of the Company after completion ofAnnual General Meeting and the same can be accessed on the web link www.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 KeyManagerial Personnel Appointment

During the year under review Mrs. Manila Goel (having DIN:08569365) was appointed asan Additional Director designated as Independent Director of the company for theconsecutive terms of 5 years w.e.f 1st October 2019.

The brief profile of Mrs. Manila Goel is as under:

Mrs. Manila Goel aged 40 years is a commerce graduate with over 17 years ofexperience in various industries. She has enrolled with the Independent Director data bankmaintained by Indian Institute of Corporate affairs (IICA).

Mrs. Manila Goel does not have any relationship with any existing directors and KeyManagerial Personnel of the Company. At present Mrs. Manila Goel is not holding adirectorship and membership in any committee of any other listed Company. She does nothold any shares in the Company.

Further in the Meeting of the Board of Directors of the Company held on 26th December2019 Mr. Ravindra Kumar was appointed as the Chief Financial Officer of the Company w.e.f26.12.2019.

Director liable to retire by rotation

In accordance with the provisions of the Companies Act 2013 Mr. Arpit Goel(DIN:06405912) Director of the Company retires by rotation at the forthcoming AGM andbeing eligible offers himself for re-appointment.

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

Brief profile of Mr. Arpit Goel

Mr. Arpit Goel aged 31 years is a B. Tech in Biochemical and MBA in Marketing andFinance and holds an experience of over 7 years in various industries. He is involved inthe business of chemical manufacturing Company footwear sole Manufacturing company andhospitality. Presently Mr. Arpit Goel does not hold Directorship in any other publiclimited company except AMS Polymers Limited (Formerly Sai Moh Auto Links Limited).

Mr. Arpit Goel holds 343501 shares constituting 10.40% of the paid up Share Capitalof the Company as on 31st March 2020.

Except Mr. Anand Kumar Managing Director of the Company Mr. Arpit Goel (DIN:06405912)does not have a relationship with any of the existing Directors and Key ManagerialPersonnel.

Cessation

During the year under review Mr. Manoj Kumar Mittal (DIN: 07974904)an IndependentDirector resigned from the post of Directorship of the company w.e.f 1stOctober 2019

Mr. Shree Ram Chief Financial Officer of the Company resigned w.e.f. 26.12.2019 duringthe year under review

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

Eleven meetings of the Board of Directors were held during the year on 20.04.201902.05.2019 30.05.2019 12.08.2019 02.09.2019 14.09.2019 01.10.2019 14.11.201926.12.2019 20.01.2020 and 12.02.2020.

One separate meeting of Independent Directors of the Company was held on12.02.2020.

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 alongwith their charters compositions and meetings heldduring 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 12.02.2020 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 2020 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 includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board is attached as Annexure – 4to the Board Report.Further the remuneration paid to the Directors is as per the terms laid out in thenomination and remuneration 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 31stMarch2020 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 2020 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. 102Lacs 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. 2400000 as 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 December26 2019 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 itssize and the nature of its business. All the transactions entered into by the Company areduly authorized and recorded correctly. All operating parameters are monitored andcontrolled. The top management and the Audit Committee of the Board of Directors reviewthe adequacy and 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 thereunder

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder 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 2020 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 2019-20 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 Ahmadabad 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 LinksLimited)

Sd/-

(Anand Kumar)

Managing Director

DIN: 01381489

Date: 24th November 2020

Place: New Delhi

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY AND ECONOMY OVERVIEW

Chemical Industry is one of the oldest industries in India which contributessignificantly towards industrial and economic growth of the nation. Since this industryhas numerous forward and backward linkages it is called the backbone of the industrialand agricultural development of the country and provides building blocks for manydownstream industries.

The Indian Chemical Industry has witnessed robust growth in the past decade and hasbeen ranked 6th largest in the world and 3rd largest in Asia according to United NationsIndustrial Development Organization (UNIDO). It is expected to register a growth of 8-9%in the next decade and double its share in global chemical industry to 5-6% by 2021.

Government recognizes Chemical Industry as a key growth element of Indian Economy. InChemical Sector the Indian Government allows 100% FDI. Manufacture of most of chemicalproducts is delicensed except life hazardous. Its share in manufacturing sector GDP is~16% and Government has target to increase it to at least 25% by 2025.

The Chemicals Industry in India is the largest consumer of its own products consuming33% of its output. With promising growth trends in the Chemicals Industry this internalconsumption is also set to rise.

Indian Chemical Industry's main growth segments are Petroleum and PetrochemicalsChlor-Alkali Pesticides Specialty Chemicals and Pharmaceuticals & Bulk Drugs.

Petrochemical Industry mainly comprises of Polymers Synthetic Fibers FiberIntermediates and Plastic Processing. They find wide application in domestic as well asindustrial sectors.

The Indian Petrochemical Industry originated in 1970's and saw rapid growth during the1980's and 1990's. However it faced setbacks in 2008 due to surge in prices of crude oil.Growing at a CAGR of 14% Petrochemical Industry in India is likely to reach USD 100bn by2020 from the current size of about USD 40bn.

India is the 4th largest producer of Pesticides after USA Japan and China. India isthe 3rd largest producer of Pesticides in Asia.

High potential for growth in chemical industry

The industry comprises both small-scale and large units (including MNCs) and producesthousands of products and byproducts ranging from plastics and petrochemicals to cosmeticsand toiletries. The industry consumes a significant share (around one-third) of its ownproduction. The industry has a 14% weightage in the overall Index of Industrial Production(IIP) which gives an indication of its importance in the country's industrial growth. Arobust chemical industry ushers in many economic and strategic benefits for the nation.Indian Chemical industry to touch USD 190 billion by end of 2016.

The Indian chemical sector accounts for 13-14% of total exports and 8-9% of totalimports of India. In terms of volume of production it is the twelfth-largest in the worldand the third-largest in Asia. Currently the per capita consumption of products of theIndian chemical industry is one-tenth of the world average which reflects the hugepotential for further growth. The Indian advantage lies in the manufacturing of basicchemicals that are also known as commodity chemicals that account for about 57% of thetotal domestic chemical sector.

Industry structure

The chemical industry can be broadly classified into two segments – organic andinorganic chemicals. Organic chemicals cover over half of all known chemical compoundsand include petrochemicals drugs cosmetics agrochemicals etc. Inorganic chemicalscomprise alkalis dyes and dyestuffs.

Based on a more functional classification chemicals can be divided into basicspecialty and fine chemicals.

Alkali chemicals form the highest chunk in the total chemical production in India.During FY10 alkali chemicals production (till February 2009) was 5.5 MMT and accountedfor around 71% of the total chemical production. The dyestuff sector is one of theimportant segments of the Indian chemical industry and has forward and backward linkageswith a variety of sectors such as textiles leather paper plastics printing inks andfoodstuffs. The textile industry accounts for 70% of the consumption of dyestuffs.

Trend in production of the chemical industry

In the Indian chemical industry alkali chemicals enjoy the highest contribution in thetotal production. Since FY02-FY09 the representation of alkali chemicals in the totalproduction has been around 70% followed by organic chemicals at around 20%. The share ofdyes and dyestuffs and pesticides on the other hand remain extremely low; however theproduction of dyes and dyestuffs has been increasing steadily since FY04 due to itsgrowing significance in sectors such as textiles leather plastics and foodstuffs.Nonetheless the growth in production of organic chemicals has been extremely sluggish.During FY03-FY09 the production of inorganic chemicals rose steadily as compared with thesteady production growth of alkali and organic chemicals therefore this segment grew atcomparatively healthier CAGR than the industry as a whole.

Growth of Chemical Industry

The chemical sector has witnessed growth of 13-14% in the last 5 years whilepetrochemicals have registered a growth of 8-9% over the same period. The major growthdrivers behind India's chemical industry could be listed as follows:

? Structural advantage: With a growing market and purchasing power the domesticindustry is likely to growth at over 10-13% in the coming years. Growing disposableincomes and increasing urbanization are fuelling the end consumption demand for paintstextiles adhesives and construction which in turn leads to substantial growthopportunity for chemicals companies.

? High domestic consumption: The chemicals industry in India is the largest consumer ofits own products consuming 33% of its output. With promising growth trends in thechemicals industry this internal consumption is also set to rise.

? Diversified industry: The Indian chemicals industry has a diversified manufacturingbase that produces world-class products. There is a substantial presence of downstreamindustries in all segments. Further this large and expanding domestic chemicals marketalso boasts of a large pool of highly-trained scientific manpower.

? Promising export potential: Chemicals constitute ~5.4% of India's total exports.India already has a strong presence in the export market in the sub-segments of dyespharmaceuticals and agro chemicals. India exports dyes to Germany the UK the USSwitzerland Spain Turkey Singapore and Japan.

Government Policies and FDI Investments

Government recognizes Chemical industry as a key growth element of Indian economy. InChemical Sector 100% FDI is permissible. Manufacture of most of chemical products isdelicenced. The entrepreneurs need to submit only IEM with the DIPP provided no locationalangle is involved. Only the following items are covered in the compulsory licensing listbecause of their hazardous nature.

_ Hydrocyanic acid & its derivatives

_ Phosgene & its derivatives _Isocynates& di-isocynates of hydrocarbons

A number of initiatives have been proposed in the 12th 5-year plan (2012-2017) to boostthe growth of Indian Chemical industry. Few highlights are:

Investment policies:

_ Target to increase the share of manufacturing in GDP to at least 25% by 2025 (fromcurrent 16%). Investments in manufacturing in the chemical sector are absolutely essentialto ensure growth of the Indian chemical industry

_ Government's proposal to set up of a technology up-gradation fund of ~USD 80 Mn inthe 12th plan for chemicals.

_ Proposal to establish an autonomous USD 100 Mn chemical innovation fund by securing10% of the total inclusive national innovation fund set up by the National InnovationCouncil to encourage commercialization efforts for innovations generating inclusive growth

_ Other initiatives:

_ Government readiness to provide incentives for bio-based raw materials to reducedependence on crude oil encourage companies to seek "Responsible CareCertification" and facilitate priority loans to those who meet environment norms

_ Government's plan to expedite the consolidation of multiple legislations governingthe chemical industry into one Integrated Chemical Legislation. This legislation shouldcover the entire life cycle of chemicals. This will act as REACH like legislation for safeuse of chemicals for protection of human health & environment

_ Chemical industry could be granted tax and duty reductions for specific identifiedproducts such as import duty reduction on inputs like coal furnace oil naphtha etc.inclusion of a wider range of inputs under CENVAT credit and encouraging companies to setup captive power plants

_ Policies have been initiated to set up integrated petroleum chemicals andpetrochemicals investment regions (PCPIRs). PCPIR will be an investment region spreadacross 250 square kilometers for manufacturing of domestic and export related products.

_ Simplified procedures for FDIs as most of the chemical sector products fall under theautomatic approval route for FDI/NRI investment upto 100%

Chemical industry had to face the brunt of global slowdown in past 2-3 years. Globaleconomic uncertainty along with recent regulatory issues has resulted in low FDI inflowsto the country. FDI in Chemical industry dropped from USD 749 Mn in FY09 to USD 362 Mn inFY10. However FDI inflow picked up in FY11 reaching USD 2345 Mn and USD 4041 Mn inFY12. Indian Chemical industry also managed to lead industrial IIP in FY13. As per CSOsources Chemicals IIP for FY13 stood at 3.1% while the overall IIP was 0.8%.

Key Trends & Developments

Indian Chemical players have been focusing on sustainable development. Waterenvironmental impact raw materials safety over lifecycle and energy use is some of theissues grappling the industry. Indian chemical companies are largely investing ininnovative solutions to find appropriate answers to these challenges.

Chemical industry is also offering new products according to the changing requirementsof the market. The industry has developed microbial de-colorization and degradationprocedures for textiles and begun exploring bio-diversity for natural dyes and developingeco-friendly methodology for synthetic dyes. Hindustan Petroleum Corporation Ltd (HPCL) apublic sector refiner has stated its intent to bring to market green lubricants developedfrom renewable feedstock. DuPont as part of its R&D strategy has set up a knowledgecenter in India focusing on areas like green technologies for refinery processes. TataChemicals has established an Innovation center to focus on green technologies in emergingareas such as nano-technology fermentation and bio-fuels.

Future Prospects & Investment Opportunities

Indian chemical industry is expected to register a growth of 8-9% in the next decadeand is expected to double its share in global chemical industry to 5-6% by 2021. IndianChemical industry has the potential to grow significantly provided some of the key growthimperatives are taken care of. Securing Feedstock Right Product Mix M&Aopportunities are currently the key imperatives for chemical industry in India. Fewinvestment opportunities can be highlighted as:

_ Chemical companies in India can either explore alternate feedstock or invest insetting up plants in resource rich nations to secure feedstock

_ Companies need to invest in exploring the right product mix to be competitive andprofitable using the available feedstock in India i.e. Naphtha and its derivatives

_ Indian companies can explore possible Merger JV opportunities for technologycapital or access to international market by taking advantage of increasing expansion ofwestern companies in India

_ Chemical companies can invest in exploring strategic energy management and strategicwater management to cut down their energy costs and contain water availability concerns

_ Companies can invest in upcoming PCPIRs in India and overcome challenges related toinfrastructure power and water availability.

_ There are good opportunities in segments such as Specialty Chemicals SpecialtyPolymers for catering to huge emerging domestic demand as also as a manufacturing hub.

SWOT ANALYSIS

Strength/Potentials Weakness/Problems
Investment Incentive Policy Less used of technical niche
Educational Supply Inability of Production diversification
Industrial development strength Improper productivity improvement tools implementation
Strong Local Market potential Relatively small scale by international standards
Guiding national policies and strategies Insufficient hazardous waste processing facilities
Young and talented workforce upcoming Insufficiency of awareness on R&D
Availability of precious raw materials Insufficiency of chemical consuming industrial sectors
Opportunities/promises Threats/Pressures
Human Resource availability High Chemical Producing companies competition
Government focus on investment policies Insufficiency of raw matter inputs
Geographical Setup Environmental impact- analysis
Increasing investments in private sector Insufficiency of financial aids and corpus

RISK & CONCERNS

The Company's success largely depends upon the quality and competence of its managementteam and key personnel. Attracting and retaining talented professionals is therefore a keyelement of the company's strategy. The resignation or loss of key management personnel mayhave an adverse impact on the Company's business its future financial performance and theresult of its operations.

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.

INTERNAL CONTROL SYSTEM

The Company has adequate internal audit and control systems. Internal auditorscomprising of professional firm of Chartered Accountants has been entrusted with the jobto regular conduct the internal audit and report to the management the lapses if any.Both internal auditors and statutory auditors independently evaluate the adequacy ofinternal control system. Based on the audit observations and suggestions follow upremedial measures are being taken including review thereof. The Audit Committee ofDirectors in its periodical meetings review the adequacy of internal control systems andprocedures and suggests areas of improvements.

The organization is well structured and the policy guidelines are well documented withpre defined authority. The Company has also implemented suitable controls to ensure thatall resources are utilized optimally financial transactions are reported with accuracyand there is strict adherence to applicable laws and regulations. The Company has put inplace adequate systems to ensure that assets are safeguarded against loss fromunauthorized use or disposition and that transactions are authorized recorded andreported.

The Audit Committee of Directors in its periodical meetings reviews the adequacy ofinternal control systems and procedures and suggests areas of improvements. Needless tomention that ensuring maintenance of proper accounting records safeguarding assetsagainst loss and misappropriation compliance of applicable laws rules and regulationsand providing reasonable assurance against fraud and errors will continue to remaincentral point of the entire control system.

HUMAN RESOURCES

Human resource is considered as key to the future growth strategy of the Company andlooks upon to focus its efforts to further align human resource policies and processes tomeet its business needs. The Company aims to develop the potential of every individualassociated with the Company as a part of its business goal. Respecting the experienced andmentoring the young talent has been the bedrock for the Company's growth.

Human resources are the principal drivers of change. They push the levers that takefuturistic businesses to the next level of excellence and achievement.

CAUTIONARY STATEMENT

Investors are cautioned that this discussion contains statements that involve risks anduncertainties. Words like anticipate believe estimate intend will expect and othersimilar expressions are intended to identify "Forward Looking Statements". Thecompany assumes no responsibility to amend modify or revise any forward lookingstatements on the basis of any subsequent developments information or events. Actualresults could differ materially from those expressed or implied. Important factors thatcould make the difference to the Company's operations include cyclical demand and pricingin the Company's principal markets changes in Government Regulations tax regimeseconomic developments within India and other incidental factors.

For and on Behalf of the Board of AMS Polymers Limited (Formerly Sai Moh Auto LinksLimited)

Sd/-

(Anand Kumar)

Managing

Director DIN: 01381489

Date: 24th November 2020

Place: New Delhi

REPORT ON CORPORATE GOVERNANCE

In accordance with Regulation 15 of the SEBI Listing Regulations 2015 and some of thebest practices followed internationally on Corporate Governance the report containing thedetails of corporate governance systems and processes is as follows:

At AMS Polymers Limited (formerly Sai Moh Auto Links Limited)) Corporate Governanceis all about maintaining a valuable relationship and trust with all stakeholders. Weconsider stakeholders are playing very important role in our success and we remaincommitted to maximizing stakeholder value be it shareholders employees supplierscustomers investors communities or policy makers. This approach to value creationemanates from our belief that sound governance system based on relationship and trust isintegral to creating enduring value for all. We have a defined policy framework forethical conduct of businesses. We believe that any business conduct can be ethical onlywhen it rests on the nine core values of Honesty Integrity Respect FairnessPurposefulness Trust Responsibility Citizenship and Courage.

The corporate governance is an important tool for the protection of shareholder andmaximization of their long term values. The objective of Corporate Governance is toachieve excellence in business thereby increasing stakeholders' worth in the long termwhich can be achieved keeping the interest of stakeholders' and comply with all rulesregulations and laws. The principal characteristics of Corporate Governance areTransparency Independence Accountability Responsibility Fairness and SocialResponsibility alongwith efficient performance and respecting interests of thestakeholders and the society as a whole.

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company's philosophy on corporate governance is been founded on the fundamentalideologies of the group viz. Trust Value and Service. Obeying the law both in letterand in spirit is the foundation on which the Company's ethical standards are built. Onadopting corporate governance the Company shall make a constant endeavor to achieveexcellence in Corporate Governance on continuing basis by following the principles oftransparency accountability and integrity in functioning so as to constantly striving toenhance value for all stakeholders and the society in general. As a good corporatecitizen the Company will maintain sound corporate practices based on conscienceopenness fairness professionalism and accountability in building confidence of itsvarious stakeholders in it thereby paving the way for its long term success. We are makingcontinuous efforts to adopt the best practices in corporate governance and we believe thatthe practices we are putting into place for the company shall go beyond adherence toregulatory framework.

APPLICABILITY

Your Company complies with the various provisions of the SEBI (LODR) Regulations 2015diligently. However since the paid up capital of the Company is much beyond less than thelimits prescribed under Regulation 15 of the SEBI (LODR) Regulations 2015 the provisionsof Regulation 15 of the SEBI Listing Regulations 2015 and other Regulations related toCorporate Governance are not applicable to the Company.

Board of Directors

The Company is managed by well- qualified professionals. All directors are suitablyqualified experienced and competent. The members of the Board of Directors are personswith considerable experience and expertise in Audit Accounts Finance Administration andMarketing. The Company is benefited by the experience and skills of the Board ofDirectors.

The Board of Directors consists of four members comprising of one Managing Directorone Non Executive Promoter Director and two Non-Executive women Independent Directors. TheBoard's composition meets the stipulated requirements of Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

None of the Directors hold directorship in more than ten public limited companies oract as an Independent Director in more than seven Listed Companies none of the Directorsacts as a member of more than ten or Chairman of more than five Committees as on 31stMarch 2020 across all public limited companies in which they are Directors.

BOARD MEETINGS

The Board of Directors formulates the business policies of the company reviews theperformance and decides on the main issues concerning the company. During the year underreview. Eleven meetings of the Board of Directors were held during the year on 20.04.201902.05.2019 30.05.2019 12.08.2019 02.09.2019 14.09.2019 01.10.2019 14.11.201926.12.2019 20.01.2020 and 12.02.2020.

One separate meeting of Independent Directors of the Company was held on12.02.2020.

Details of attendance of each Director at various meetings of the Company as on 31stMarch 2020 are as follows:

Name (as on 31st March 2020) Category and Designation (as on 31st March 2020) No. of Board Meeting (F.Y 2019-2020) Whether attended last AGM Yes/No No. of Committees Chairmanship/ Membership of Board Committees* (including this listed entity) Number of Directorshi ps Held in public companies Public No. of Shares and convertible instruments held by Executive/ Non- Executive Directors
Held Attended Chaiman Members
Mr. Anand Kumar Executive and Managing Director 11 11 Yes 0 2 1 668949
Mr. Arpit Goel Non-Executive and Non Independent Director 11 11 Yes 0 1 1 343501
Mr. Manoj Kumar Mittal Non-Executive and Independent Director 6 6 Yes 3 3 1 Nil
Mrs. Manila Goel Non-Executive and Independent Women Director 5 5 No 3 3 1 Nil
Ms. Shashi Yadav Non-Executive and Independent Women Director 11 11 Yes 0 3 1 Nil

* As per the requirements of Regulations 26 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Chairmanship and Membership of the AuditCommittee and Stakeholders' Relationship Committees in other Public Limited Companies ismentioned only.

The Board of Directors has complete access to any information within the Company. Atthe Board Meetings Directors are provided with all the relevant information on importantmatters working of the Company as well as related details that require deliberations bythe members of the Board.

OUTSIDE DIRECTORSHIPS/COMMITTEE POSITIONS OF DIRECTORS AS ON MARCH 31 2020

Name of the Directors In Listed Companies Name of the Listed Entity and category In unlisted Public Limited companies As Chairman/ Member of Board Committees
Mr. Anand Kumar 0 N.A 0 N.A
Mr. ArpitGoel 0 N.A 0 N.A
Mr. Manoj Kumar Mittal 0 N.A 0 N.A
Mrs. Manila Goel 0 N.A 0 N.A
Ms. Shashi Yadav 0 N.A 0 N.A

a) Private Limited companies Foreign Companies and Companies under Section 8 of theCompanies Act 2013 are excluded for the above purpose. b)None of the directors is amember in neither more than 10 Committees nor a Chairman in more than 5 Committees acrossall the companies in which he is a Director.

Relationship between Directors

Mr. Anand Kumar Executive and Managing Director and Mr. Arpit GoelNon-Executive and Non Independent Director are related to each other. Mr. Arpit Goel isson of Mr. Anand Kumar. Except Mr. Anand Kumar and Mr. Arpit Goel none of the Directorsare related to each other.

Induction and Familiarization Programme for Independent Directors

On appointment the concerned Directors are issued a letter of Appointment setting outin detail the terms of appointment duties and responsibilities. Each newly appointedIndependent Director is taken through a familiarization programme. The programme aims tofamiliarize the Directors with their role rights and responsibilities nature of businessmodel of the Company etc. The Details of the familiarization programme held for theIndependent Directors are available on the Company's website.

The following is the list of core skills/expertise/competencies identified by the Boardof Directors:

• Knowledge of Companies policies and culture including the knowledge of industryin which the Company operates

• Business Strategy Corporate Governance Administration Decision Making

• Financial and Management Skills

• Technical Skills and Specialized Knowledge in relation to Company's business

Certificate from Practicing Company Secretary

The company has 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.

Independent Directors

The tenure of Independent Directors is in accordance with the Companies Act 2013 andListing Regulations.

In the opinion of the Board and as per the confirmation received from the IndependentDirectors the Independent Directors fulfill the conditions specified in the Listingregulations and that of Companies Act 2013 and are independent of the management.

Independent Directors' Meeting

In compliance with Section 149(8) of the Companies Act 2013 read alongwith ScheduleIV of the Companies Act 2013 and Regulation 25 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 one separate meeting of Independent Directorsof the Company was held on 12.02.2020. The meeting was conducted in an informal mannerwithout the presence of Managing Director the Non-Executive Non Independent Director orany other Management Personnel.

During the year under review the Independent Directors met inter alia to:

1. Review the performance of non-independent directors and the Board as a whole.

2. Review the performance of the Chairman of the company taking into account the viewsof executive directors and non-executive directors.

3. Assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

All the Independent Directors were present at the meeting.

Performance Evaluation

In compliance with the provisions of the Companies Act 2013 and as per therequirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board has adopted a formal mechanism for evaluation of its performances as well asthat of its committees and Individual Directors including the Chairman of the Board. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance and other criteria as set out in PerformanceEvaluation Policy.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board. The performance evaluation of the Chairman andNon-Independent Directors was carried out by the Independent Directors. The Performanceevaluation of all the Directors individually was carried out by the entire Board. TheDirectors expressed their satisfaction with the evaluation process.

Information supplied to the Board

The Board has complete access to all information with the Company which inter aliaincludes: -

• Quarterly results and results of operations of the company.

• Financing Plans of the Company

• Minutes of the meeting of the Board of Directors Committee Meetings etc.

• Details of any agreement entered into by the Company

• Compliance or non-compliance of any regulatory or statutory nature or listingrequirements and investor grievances if any

The information pertaining to mandatory items as specified in the listing RegulationsCompanies Act 2013 and other applicable Laws alongwith other business issues isregularly provided to the Board as part of the agenda papers.

COMMITTEES OF THE BOARD

Your Company has various Committees which have been constituted/re-constituted by theBoard of Directors as a part of good corporate governance practices and the same are incompliance with the requirements of the relevant provisions of applicable laws andStatutes. The details of various Committees constituted by the Board are as follows:

* Audit Committee

* Stakeholders Relationship Committee

* Nomination and Remuneration Committee

I. Audit Committee

The role and terms of reference of the Audit Committee are in accordance withRegulation 18 and Part C of Schedule II of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 177 of the Companies Act 2013. This interalia includes the overview of Company's financial reporting process review of quarterlyhalf yearly and annual financial statements review of internal control and internal auditsystems engage consultants who can analyze/review the internal practices and give areport thereon to the audit committee from time to time in respect of Company's FinancialReporting and controls thereto recommendation for appointment remuneration and terms ofappointment of auditors of the company review and monitor the auditors' independenceapproval of any subsequent modification of transactions with the related parties scrutinyof inter corporate loans and investments etc.

During the year under review Five Audit Committee meetings were held during the yearon 30.05.2019 12.08.2019 02.09.2019 14.11.2019 and 12.02.2020.The Committee is headedby a Non-Executive Independent Director. The Chairman of the Audit Committee was presentat the last AGM held on 30.09.2019.

Details of attendance of each members of the Audit Committee are as under:

Name of the Director Category (as on 31st March 2020) Number of meetings during the financial year 2019-20
Held Attended
Ms. Manila Goel (appt. w.e.f. 01.10.2019) Chairperson Non-Executive Independent Director 2 2
Mr. Manoj Kumar Mittal (cess w.e.f. 01.10.2019) Chairman Non-Executive Independent Director 3 3
Mr. Anand Kumar Member Executive and Managing Director 5 5
Ms. ShashiYadav Member Non-Executive Independent Director 5 5

The Company Secretary of the Company also acts as the Secretary of the Audit Committee.

The role of the audit committee shall include the following:

(1) Oversight of the listed entity's financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible;

(2) Recommendation for appointment remuneration and terms of appointment of auditorsof the listed entity;

(3) Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

(4) Reviewing with the management the annual financial statements and auditor'sreport thereon before submission to the board for approval with particular reference to:

(a) Matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013;

(b) Changes if any in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment bymanagement;

(d) Significant adjustments made in the financial statements arising out of auditfindings;

(e) Compliance with listing and other legal requirements relating to financialstatements;

(f) Disclosure of any related party transactions;

(g) Modified opinion(s) in the draft audit report;

(5) Reviewing with the management the quarterly financial statements beforesubmission to the board for approval;

(6) reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilisation ofproceeds of a public or rights issue and making appropriate recommendations to the boardto take up steps in this matter;

(7) Reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;

(8) Approval or any subsequent modification of transactions of the listed entity withrelated parties;

(9) Scrutiny of inter-corporate loans and investments;

(10) Valuation of undertakings or assets of the listed entity wherever it isnecessary;

(11) Evaluation of internal financial controls and risk management systems;

(12) Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems;

(13) reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

(14) Discussion with internal auditors of any significant findings and follow up thereon;

(15) Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board;

(16) Discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

(17) To look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;

(18) To review the functioning of the whistle blower mechanism;

(19) Approval of appointment of chief financial officer after assessing thequalifications experience and background etc. of the candidate;

(20) Carrying out any other function as is mentioned in the terms of reference of theaudit committee; The audit committee shall mandatorily review the following information:

(1) Management discussion and analysis of financial condition and results ofoperations;

(2) Statement of significant related party transactions (as defined by the auditcommittee) submitted by management;

(3) Management letters / letters of internal control weaknesses issued by the statutoryauditors;

(4) Internal audit reports relating to internal control weaknesses; and

(5) The appointment removal and terms of remuneration of the chief internal auditorshall be subject to review by the audit committee.

(6) Statement of deviations:

(a) Quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted to stock exchange(s) in terms of Regulation 32(1).

(b) Annual statement of funds utilized for purposes other than those stated in theoffer document/prospectus/notice in terms of Regulation 32(7).

II. Nomination and Remuneration Committee

The constitution and terms of reference of the Committee are as per the provisions ofSection 178 of the Companies Act 2013 and Regulation 19 and Part D of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The broad terms of referenceof the Nomination and Remuneration Committee (NRC) inter alia are as follows:

a. Formulation of criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board of Directors a policy relating tothe remuneration of directors key managerial personnel and other employees.

b. Formulation of criteria for evaluation of performance of Independent Directors andthe Board of Directors.

c. Devising a policy on diversity of board of directors.

d. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardof Directors their appointment and removal

e. whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.

Five meeting of Nomination and Remuneration Committee were held on 02.05.201930.05.2019 12.08.2019 23.09.2019 26.12.2019

The Composition of the Nomination and Remuneration Committee (NRC) as on March 31 2020and the attendance of each member at the Nomination and Remuneration Committee Meetingsheld during the year are as given below:

Number of meetings during the financial year 2019-20

Name of Members* Status Held Attended
Mrs. Manila Goel(appt w.e.f 1.10.2019) Chairperson Non-Executive Independent Director 1 1
Mr. Manoj Kumar Mittal (appt w.e.f 1.10.2019) Chairman Non-Executive Independent Director 4 4
Mr. ArpitGoel Member Non-Executive and Non Independent Director 5 5
Ms. Shashi Yadav Member Non-Executive Independent Director 5 5

Performance Evaluation

The Nomination and Remuneration Committee had laid down the criteria for performanceevaluation of Independent Directors and other Directors Board of Directors and Committeesof the Board of Directors. The assessment was carried on the basis of following criteria:

1. Valuable Input Provided;

2. Dedication and Commitment;

3. Industry Knowledge;

4. Raising of Concern;

5. Compliances under Companies Act;

6. Contribution to development of strategy and to risk management.

7. Updations with the latest developments.

8. Communication with other Board members senior management and others.

Remuneration of Directors

During the year under review none of the Non-Executive Directors has entered intopecuniary relationship or transaction with the Company.

The detailed criteria for making remuneration to Non- Executive Director is mentionedin the Nomination and Remuneration Policy of the Company and is displayed at the websiteof the Company at www.amspolymers.com.

At present none of the Non- Executive Directors is drawing any remuneration from theCompany. Mr. Anand Kumar Managing and Executive Director has received Rs. 2400000during the year under review.

Mr. Anand Kumar Executive and Managing Director of the Company holds 668949 equityshares of the Company and Mr. Arpit Goel Non-Executive and Non independent Director holds343501 equity shares of the company as on 31st March 2020. Apart from Mr. Anand Kumarand Mr. Arpit Goel none of the Non-Executive Directors hold any equity shares of theCompany.

During the financial year 2019-20 no Stock Options were granted to any of theDirectors. Further none of the Non-Executive Directors is getting remuneration from theCompany.

III. Stakeholders' Relationship Committee:

In Compliance with the provisions of Section 178 of the Companies Act 2013 andRegulation 20 of the Listing Regulations the Board has formed an "Stakeholders'Relationship Committee". Stakeholders' Relationship Committee reviews the redressalof grievances of stakeholders pertaining to the requests/complaints of the shareholdersrelated to transfer/transmission of shares Dematerialization/ Rematerialisation ofshares non-receipt of annual reports non-receipt of dividend recording the change ofaddress and to deal with all related matters. The Minutes of the Committee are circulatedto the Board of Directors.

The role of the committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity includingcomplaints related to transfer/transmission of shares non-receipt of annual reportnon-receipt of declared dividends issue of new/duplicate certificates general meetingsetc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity inrespect of various services being rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity forreducing the quantum of unclaimed dividends and ensuring timely receipt of dividendwarrants/annual reports/statutory notices by the shareholders of the company. Thecommittee met four (4) times during the year i.e. as on 19.04.2019 16.07.2019 15.10.2019and 14.01.2020.

The Composition of the Committee as on 31st March 2020and details ofattendance of the Committee members at the meetings are as follows:

Number of meetings during the financial year 2019-20

Name of Members Status Held Attended
Mrs. Manila Goel (appt w.e.f. 01.10.2019) Chairperson Non-Executive Independent Director 2 2
Mr. Manoj Kumar Mittal (cess w.e.f 01.10.2019) Chairman Non-Executive Independent Director 2 2
Mr. Anand Kumar Member Executive and Managing Director 4 4
Ms. ShashiYadav Member Non-Executive Independent Director 4 4

Details of Investor complaints received and redressed during the Financial Year 2019-20are as follows:

Opening Balance Received during the year Resolved during the year Closing Balance
NIL NIL NIL NIL

CODE OF CONDUCT

The Company has laid down a Code of Conduct for all Board Members and Senior ManagementPersonnel. All Board Members and Senior Management Personnel have affirmed compliance withthe Code of Conduct for the year under review.

ANNUAL GENERAL MEETINGS

The details of last three Annual General Meetings are as follows:

Year Date Venue Time
2017 29.09.2017 C-582 Saraswati Vihar Pitampura Delhi-110034 11.30 A.M.
2018 29.09.2018 C-582 Saraswati Vihar Pitampura Delhi-110034 10:00 A.M.
2019 30.09.2019 C-582 Saraswati Vihar Pitampura Delhi-110034 10:00 A.M.

Special Resolutions passed during the Annual General Meetings& Postal Ballot inlast 3 Financial Years:

The following special resolutions have been passed by the shareholders of the companyin the previous three Annual General Meetings and through Postal Ballot:

S.No. Particulars of Special Resolution Passed AGM Details
1 Appointment of Mr. Anand Kumar as a Managing Director of the Company 32nd AGM held on 29.09.2017
2 Reclassification of Mr. Bhim Sain Saggar from Promoter & Promoters Group to Public Category 32nd AGM held on 29.09.2017
3 Alteration of the Main Object Clause of the Memorandum of Association of the Company Through Postal Ballot dated 30.01.2018
4 Alteration of the Name Clause of the Memorandum of Association of the Company 34th AGM held on 30.09.2019

Postal Ballot

During the year under review no resolution was passed through Postal Ballot.

Means of Communication

The quarterly audited/un-audited financial results are sent to BSE i.e. where theCompany's shares are listed immediately after the conclusion of the Board Meetings. TheCompany regularly publishes its Audited/Unaudited Financial Results Notices of BoardMeeting E voting Notice and other Communications in the following Newspapers:

? For English Edition- Financial Express.

? For Hindi Edition- Jansatta.

At the Company's website www.amspolymers.cominformation for shareholders is available.The Company's website displays the information as stipulated under Regulation 46 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2016 such as Quarterly/Annual Financial Results Annual Reports QuarterlyCorporate Governance Report Shareholding Pattern Policies Investors' Contact detailsetc.

In addition the Company makes use of this website for publishing official newsrelease if any.

General Shareholders' Information

Details of 35thAnnual General Meeting of the Company

Day & Date Monday 21stDecember 2020
Time 09:00 A.M.
Venue C-582 Saraswati Vihar Pitampura Delhi-110034

Tentative Calendar for the financial year ending 31st March 2021

Financial Reporting for the Tentative time frame
First quarter ended 30th June 2020 First fortnight of August/ September 2020
Second quarter ending 30th September 2020 First fortnight of November 2020
Third quarter ending 31st December 2020 First fortnight of February 2021
Fourth quarter ending 31st March 2021 By the end of May 2021

Date of Book Closure

From 15th December 2020 to 21st December 2020(both daysInclusive) for the purpose of 35thAnnual General Meeting.

Listing on Stock Exchanges

Name and Address of the Stock Exchanges Stock Code

The Bombay Stock Exchange Ltd (BSE) Scrip Code – 540066 1st Floor P.J. TowersDalal Street Mumbai-400001

Share Transfer System

The Company's equity shares which are in dematerialized form are transferable throughthe dematerialized system Equity Shares in physical form are processed by Registrar andShare Transfer Agent M/s. MAS Services Limited and approved by the Stakeholder'sRelationship Committee of the Board.

Reconciliation of Share Capital Audit Report

A practicing Company Secretary carried out reconciliation of share capital audit toreconcile the total admitted capital with National Securities Depository Limited (NSDL)and Central Depository Services (India) Limited (CDSL) and the total issued and listedcapital. The audit report confirms that the total issued/ paid up capital is in consonancewith the total number of shares in physical form and the total number of dematerializedshares held with the depositories.

Distribution of Shareholding as on 31st March 2020:

Nominal Value of Each Share: Rs. 10/-

Share or Debenture holding Nominal Value (Rs.) 1 Number of Shareholders 2 % to Total Numbers 3 Number of Shares 4 Shareholding Amount (Rs.) 5 % to Total Amount 6
Up To 5000 78 70.270 7727 77270 0.234
5001 To 10000 1 0.901 1000 10000 0.030
10001 To 20000 3 2.703 6000 60000 0.182
20001 To 30000 0 0.000 0 0 0.000
30001 To 40000 0 0.000 0 0 0.000
40001 To 50000 3 2.703 14686 146860 0.445
50001 To 100000 6 5.405 44164 441640 1.337
100000 and Above 20 18.018 3228923 32289230 97.772
Total 111 100.000 3302500 33025000 100.000

Dematerialisation of Shares and Liquidity

The Company shares are traded in dematerialized form and have to be delivered in thedematerialized form to all Stock Exchanges. To enable shareholders an easy access to thede-mat system the Company has executed agreements with both existing Depositories NamelyNational Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL). M/s. MAS Services Ltd. is the Registrar and Transfer Agent of the Companyfor the purposes of electronic connectivity for effective dematerialization of shares. Asof 31st March 2020 shares comprising approximately 35.61% of the Company's Issued EquityShare Capital have been dematerialized. The issued Share Capital of the company as on 31stMarch 2020 is Rs. 42504000/- and the paid up Equity Share Capital of the Company as on31st March 2020 is Rs. 33025000/-.

Status of Dematerialised Shares as on 31st March 2020

Shares Held through No. of Shares Percentage of Total Issued Capital
NSDL 443340 10.43
CDSL 1070260 25.18
Physical 1788900 42.09
Total 3302500 77.70

Shareholding Pattern of the Company as on 31st March 2020

Category No. of Shares held % of share holding
A. Promoters' holding
Promoters
Indian Promoters 1012450 30.66
Body Corporate Nil Nil
Foreign Promoters Nil Nil
2. Persons Acting in Concert Nil Nil
Sub-total (A) 1012450 30.66
B. Non-Promoters' holding
3. Institutional Investors
a. Mutual Funds & UTI Nil Nil
b. Banks Financial Institutions Insurance Companies (Central/State Nil Nil
Government Institutions/Non-government Institutions)
c. FIIs Nil Nil
Sub-total Nil Nil
4. Non Institutional Investors Nil Nil
a. Bodies Corporate 27079 0.82
b. individuals 77198 2.34
-Individual shareholders holding nominal share
capital up to Rs. 2 Lakhs
-Individual shareholders holding nominal share capital up in excess 2185773 66.19
of Rs. 2 Lakhs
c. Any Other
NRI Nil Nil
Hindu Undivided Family Nil Nil
NBFCs Nil Nil
Clearing Members
Sub-total (B) 2290050 69.34
Grand Total (A)+(B) 3302500 100.00

ADRs/GDRs/Warrant

The Company has not issued any ADRs/GDRs/Warrants or any other convertible instruments.

Commodity Price Risk or Foreign Exchange Risk and Hedging Activities:

The Company is not involved into any activities relating to commodities price risks andhedging thereof.

Brief profile of the Directors liable to retire by rotation and others

Brief profile of the Directors who is proposed to be re-appointed is furnished in theDirectors Report forming part of this Annual Report.

Address for Correspondence

AMS Polymers Limited (formerly Sai Moh Auto Links Limited)) C-582 SaraswatiViharPitampura Delhi-110034 Phone : 011-27017987 Fax : 011-27017987 Email:polymersams@gmail.com Website: www.amspolymers.com

Investor's Correspondence may be addressed to

The shareholders desiring to communicate with the Company on any matter relating totheir shares of the Company may either visit in person or write quoting their Folio Numberat the following address:

The Company Secretary

AMS Polymers Limited (formerly Sai Moh Auto Links Limited) C-582 SaraswatiViharPitampura Delhi-110034 Phone : 011-27017987 Fax : 011-27017987 Email:polymersams@gmail.com Website: www.amspolymers.com

SEBI Complaints Redress System (SCORES)

SCORES i.e. a Sebi Complaints Redress System is a centralized web based complaintsredress system which serves as a centralised database of all Complaints received enablesuploading of Action Taken Reports (ATR's) by the concerned Companies & online viewingby the investors of actions taken on the Complaint & its current status. Your Companyis registered with SEBI under the SCORES system.

Prohibition of Insider Trading

In compliance with SEBI's Regulations on Prevention of Insider Trading the Company hasformulated a Code of Conduct for prohibition and prevention of Insider Trading for all theDirectors Officers and the designated employees of the Company. The Code lays down theGuidelines and procedures to be followed and disclosures to be made while dealing withequity shares of the Company.

CEO/CFO Certification

The Managing Director and Chief Financial Officer of the Company has issued certificatepursuant to Regulation 17(8) read with Part B of Schedule II of the Listing Regulationscertifying that the financial statements and the cash flow statement do not contain anyuntrue statements and these statements represent a true and fair view of the Company'saffairs. The same is annexed to this Report as per Annexure-7.

Disclosures

(i) There were no transactions of the material nature with the related parties duringthe year that may have potential conflict with the interests of the Company at large. Thepolicy on related party transaction is available in the website of the Company

(ii) There was no instance of non- compliance and no penalties or strictures wereimposed on the Company by Stock Exchange or SEBI or any other Statutory Authorities on anymatter related to the Capital Markets during the last three years.

(iii) The Company has formulated a Whistle Blower Policy to establish a Vigil Mechanismfor directors and employees of the Company. The Whistle Blower Policy/Vigil Mechanismpolicy is available in the website of the Company. Further no employee has been deniedaccess to the Audit Committee.

(iv) The Company has complied with all the mandatory requirements of CorporateGovernance of the Listing Regulations as are applicable to the Company. The Company alsoendeavors to follow Non-Mandatory requirements.

(v) The Company is not involved into activities relating to commodity price risks andhedging thereof.

Non- Mandatory requirements of Regulation 27(1) and Part E of Schedule II of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015

1. The Company has an Executive Chairman.

2. The quarterly/half yearly results are not sent to the shareholders. However thesame are published in the newspapers and also posted on the Company's website.

3. The Internal Auditors report to the Audit Committee.

Disclosure of Accounting Treatment

The financial statements for the financial year 2019-20 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.

Green Initiative in Corporate Governance

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in CorporateGovernance" by allowing service of documents by a Company to its Members throughelectronic mode. The move of the Ministry allows public at large to contribute to thegreen movement.

Keeping in view the underlying theme the Company will continue to send variouscommunications and documents like notice calling general meetings audited financialstatements directors' report auditor's report etc. in electronic form to the emailaddress provided by the members to the Depositories or to the Company.

 

To support this green initiative in full measure members/ Promoters who have notregistered their E-mail address and PAN Number. so far are requested to register theirE-mail address and PAN Number and their Bank Account details in respect of electronicholdings with the Depository through their concerned Depository Participant. Members whohold shares in physical form are requested to fill their e-mail address and PAN Number andBank Account Details for our records in the registration form which can be downloaded fromthe Company's website i.e. www.amspolymers.com for sending the documents in electronicform or else sent a request letter directly to the Company mentioning their E-mail addressand PAN No. and Bank Account Details alongwithself-attested copy of their PAN Card.Necessary communication in this regard has already been sent separately to theshareholders by the Company.

DEMATERIALIZATION OF SHARES

 

Shareholders are requested to convert their physical holding to demat/electronic formthrough any of the Depository Participants to avoid any possibility of loss mutilationetc. of physical share certificates and also to ensure safe and speedy transaction insecurities.

Further SEBI vide Notification No. SEBI/LAD-NRO/GN/2018/24 dated 08-06-2018 has comeout with SEBI (Listing Obligations and Disclosure Requirements) (fourth Amendment)Regulations 2018 ("The New Regulations") to further amend the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The New Regulations shall comeinto force on the 180th day from the date of its publication in the officialgazette i.e. 08.06.2018 (Effective Date of implementation is December 5 2018). The NewRegulations have inter alia amended the Regulation 40 of SEBI (LODR) Regulations 2015 andas per amended Regulation 40 the requests for effecting transfer of securities shall notbe processed unless the securities are held in the dematerialised form with a depositoryexcept in the cases of transmission or transposition of securities. In view of aboveamended Regulation you are requested to open a de-mat account with a DepositoryParticipant (DP) and deposit your physical shares with such DP and get your shares de-matat the earliest to avoid any kind of inconvenience. Necessary communication in this regardhas already been sent separately to the shareholders by the Company.

Consolidation of Multiple Folios

Shareholders who have multiple folios in identical names are requested to apply forconsolidation of such folios and the relevant share certificates to the Company/itsRegistrar and Transfer Agent.

Updation of Registered Address with the Company

Shareholders are requested to update their addresses registered with the Companydirectly through the Share Transfer Agent to receive all communications promptly.Shareholders holding shares in electronic form are requested to deal only with theirDepository Participants in respect of change of address.

Code of Conduct

The Company has laid down a Code of Conduct for all Board Members and Senior ManagementPersonnel. The Code of Conduct is also available on the website of the Company. All BoardMembers and Senior Management Personnel have affirmed compliance with the Code of Conductfor the year under review.

DECLARATION OF COMPLIANCE OF THE CODE OF CONDUCT IN TERMS OF SCHEDULE V OF SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

"In terms of Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and as per affirmation received from the Directors andthe Members of Senior Management Personnel of the Company I hereby declare that Directors& the Members of Senior Management of the Company have complied with the Code OfConduct during the F.Y. 2019-20.

For and on Behalf of the Board of AMS Polymers Limited (Formerly Sai Moh Auto LinksLimited)

Sd/- (Anand Kumar)

Managing Director

DIN: 01381489

Date: 24th November 2020

Place: New Delhi

.