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Anmol India Ltd.

BSE: 542437 Sector: Others
NSE: ANMOL ISIN Code: INE02AR01019
BSE 00:00 | 01 Jul 159.70 -1.05
(-0.65%)
OPEN

160.00

HIGH

160.00

LOW

155.60

NSE 00:00 | 01 Jul 158.35 -0.05
(-0.03%)
OPEN

157.30

HIGH

165.05

LOW

153.95

OPEN 160.00
PREVIOUS CLOSE 160.75
VOLUME 74
52-Week high 253.00
52-Week low 143.60
P/E 11.70
Mkt Cap.(Rs cr) 182
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 160.00
CLOSE 160.75
VOLUME 74
52-Week high 253.00
52-Week low 143.60
P/E 11.70
Mkt Cap.(Rs cr) 182
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Anmol India Ltd. (ANMOL) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting their 23rdAnnual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe financial year ended 31st March 2021.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars 2020-21 2019-20
Revenue from operations (Net) 69126.16 55191.48
Other Income 532.22 421.55
Total Income 69658.38 55613.03
Less: Cost of Goods Sold 67619.67 54269.78
Less: Employment Benefit Expenses 127.86 110.77
Less: Other Expenses 328.98 374.41
Total Expenses 68076.51 54754.96
Earning before Financial charges Depreciation &Amortization and Taxes (EBITDA) 1581.87 858.07
Add: Exceptional Items - -
Less: Depreciation & Amortization 17.19 16.14
Less: Financial Charges 230.54 228.82
Earnings Before Tax 1334.14 613.11
Less: Current Tax 345.92 161.06
Less: Deferred Tax (0.32) (0.06)
Less: Income Tax of Previous Years - -
Less: Interest on Income Tax/TDS) TCS/ Sales Tax - -
Earnings / Profit after taxes (PAT) 988.55 452.11
Earnings Per Share (Basic) (Rs.) 9.52 4.35
Earnings Per Share (Diluted) (Rs.) 9.52 4.35

2. REVIEW OF BUSINESS OPERATION

The financial year 2020-21 was yet another year of robust performance by the Company.During the year under review the Company has earned a total income of Rs. 696.58 Croresagainst Rs. 556.13 Crores in the previous year.

The net profit after tax of the Company has however increased by over 118.65% to Rs.9.89 Crores during current year as compared to Rs.4.52 Crores in the previous year.

The afore-mentioned performance was the result of consistent efforts made by theCompany in optimizing its operations. The Company's management believes that there isnegligible impact on the working or performance of the Company due to COVID 19. Themanagement does not see any risks in the Company's ability to continue as a going concernand meeting its liabilities as and when they fall due

Earlier your Company was listed on SME Platform of BSE Limited. It is now listed onthe Main Board of BSE and NSE.

3. CAPITAL STRUCTURE

The following changes were effected in the share capital of your Company:

(i) Increase in Authorized & Paid Up capital of the Company

There is a change in the capital structure of the company. The Authorized and Paid upShare Capital of the Company has increased.

The Authorized Share Capital of the Company has increased from Rs. 105000000/-(Rupees Ten Crore Fifty Lakhs Only) divided into 10500000/- (One Crore Five Lakh)Equity Shares of Rs. 10/-(Rupees Ten) each to Rs. 1 15000000/- (Rupees Eleven CroreFifty Lakhs Only) divided into 11500000/- (One Crore Fifteen Lakh) Equity Shares of Rs.10/-(Rupees Ten) each.

The paid up share capital of the Company has increased from Rs. 103828300/- (RupeesTen Crore Thirty Eight Lakh Twenty Eight Thousand and Three Hundred Only) divided into10382830 (One Crore Three Lakh Eighty Two Thousand Eight Hundred and Thirty Rupees)Equity Shares of Rs. 10/- each to Rs. 113828300/- (Rupees Eleven Crore Thirty EightLakh Twenty Eight Thousand and Three Hundred Only) divided into 11382830 (One CroreThirteen Lakh Eighty Two Thousand Eight Hundred and Thirty Only).

(ii) Issue of equity shares on preferential/ private placement basis

Your Company has allotted 1000000 equity shares of face value Rs. 10/- each at apremium of Rs. 42.25/- Per share on preferential basis on 23rd April 2021.

4. DIVIDEND

Your directors have decided to conserve the resources for future requirements and hencedo not recommend any dividend for the year under review.

5. PUBLIC DEPOSITS

During the year under review the Company has not accepted any deposits from publicduring the financial year ended 31st March 2021 there are nooutstanding/unclaimed deposits and hence no details as required under Rule 8(5)(v) and8(5)(vi) have been provided.

6. TRANSFER TO RESERVES

The entire profit after tax during the year have been transferred to Surplus under thehead "Reserves & Surplus" forming part of the Balance Sheet

7. EXTRACT OF ANNUAL RETURN

As requited pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the details forming part of extractof annual return of the Company in Form MGT 9 is annexed herewith as Annexure- 1.

An extract of the Annual Return in MGT 9 is also placed on the website of the Companywww.anmolindialtd.com.

8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

The company neither has any subsidiary or associate company nor has entered into anyjoint venture with any other company.

9. CHANGE IN THE NATURE OF BUSINESS

During the Financial Year 2020-21 there is no change in the nature of businessactivities of the company.

10. DETAIL OF DIRECTORS OR KMP APPOINTED/ RESIGNED DURING THE YEAR

Pursuant to provisions of section 152(6) of the Companies Act 2013 Mr. SahilAggarwal Director retires by rotation and being eligible offers himself forre-appointment.

During the year under review the resignation of Mrs. Deepika Non Executive NonIndependent Director was accepted by the board in their meeting held on 01st March2021. Ms. Bhupinder Preet Kaur and Mrs Nidhi Chopra have been appointed AdditionalDirectors (Non Executive & Independent) w.e.f. 01st March2021. The resolutions seeking the approval of the members are placed in the Notice callingAnnual General Meeting.

11. DECLARATION GIVEN BY INDEPENDENT DIRECTOR

Your Company has received declarations from each of the independent director underSection 149 (7) of the Companies Act 2013 that he/ she meets the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

12. POLICY ON DIRECTOR'S APPOINTMENT AND POLICY ON REMUNERATION

In adherence to section 178(1) of the Companies Act 2013 the Board of Directors ofthe Company regularly reviews the policy on Director's Appointment and Renumerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters provided under section 178(3) based on the recommendations ofthe Nomination and Remuneration Committee. The same is available on the company's websitewww.anmoiitidialtd.com.

13. COMMITTEES OF THE BOARD

There are currently Four Committees of the Board as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

Details of all the Committees along with their charters composition are placed on thewebsite of the Company at www.anmolindialtd.com.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) is presented in aseparate section forming part of this Annual Report (Annexure- 4).

15. MATERIAL CHANCES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There are no material changes and commitment affecting the financial position of theCompany.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 SEBI (LODR) Regulations 2015and other applicable acts the Board has carried out an annual performance evaluation ofits own performance the directors individually as well as the evaluation of the workingof its Audit Nomination & Remuneration and Stakeholders Relationship Committees.

17. CLASSES OF SHARES

The Company has only one class of equity shares of Face value of Rs. 10/- each.

18. MEETING OF THE BOARD AND COMMITTEES

I. Board Meetings

13 Board Meetings were held during the year under review as under:

S.No. Date of the Board Meeting S. No. Date of the Board Meeting
1. 16.05.2020 2. 17.06.2020
3. 29.06.2020 4. 31.08.2020
5. 01.09.2020 6. 07.09.2020
7. 10.11.2020 8. 14.11.2020
9. 02.12.2020 10. 18.01.2021
11. 01.03.2021 12. 15.03.2021
13. 22.03.2021

Number of Meetings attended by the Board of Directors

S.No. Name of the Director No. of Board Meetings Attended
1. Mr. Vijay Kumar 13
2. Mrs. Neelam Rani 03
3. Mr. Tilak Raj 03
4. Mr. Sahil Aggarwal 03
5. Mr. Chakshu Goyal 13
6. Mrs. Deepika 02
7. Me. Bhupinder Preet Kaur 01
8. Mrs. Nidhi Chopra 01
9. Mr. Bhupesh Goyal 03
10. Mr Sanjeev Kumar 05
11. Mr. Sumit Goswami 07

II. Audit Committee Meetings

There were 05 (Five) Meetings held by the members of Audit Committee Board ofDirectors. The details pertaining to number of Audit Committee Meetings held during thefinancial year under review

S.No. Date of the Meeting
1. 20.05.2020
2. 29.06.2020
3. 12.10.2020
4. 14.11.2020
5. 15.03.2021

Number of Meeting attended by the Members of the Audit Committee

S. No. Name of Director Designation No. of Meetings Attended
1. Mr. Sanjeev Kumar Chairman 05
2. Mr. Vijay Kumar Member 05
3. Mr. Bhupesh Goyal Member 05

III. Nomination and Remuneration Committee Meetings

There were 02 (Two) Meetings held by the members of Nomination & RemunerationCommittee. The details pertaining to number of Nomination & Remuneration CommitteeMeetings held during the financial year under review.

S. No. Date of the Meeting
1. 31.08.2020
2. 01.03.2021

Number of Meeting attended by the Members of the Nomination and Remuneration Committee

S. No. Name of Director Designation No. of Meetings Attended
1. Mr. Bhupesh Goyal Chairman 02
2. Mr. Sanjeev Kumar Member 02
3. Mr. Sumit Goswami Member 02

IV. Stakeholders Relationship Committee Meetings

There were 03 (Three) Meetings held by the members of Stakeholders RelationshipCommittee.

S. No. Date of the Meeting
1. 16.05.2020
2. 31.08.2020
3. 10.11.2020

Number of Meeting attended by the Members of the Stakeholder's Relationship Committee

S. No. Name of Director Designation No. of Meetings Attended
1. Mr. Sumit Goswami Chairman 03
2. Mr. Sanjeev Kumar Member 03
3. Mr. Bhupesh Goyal Member 03

V. Meeting of Independent Directors

The Independent Directors of Company met one time (1) during the year under therequirement of Regulation 24 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.

S. No. Date of the Meeting
1. 15.03.2021
S. No. Name of Director Designation No. of Meetings Attended
1. Mr. Bhupesh Goyal Chairman 01
2. Mr. Sanjeev Kumar Member 01
3. Mr. Sumit Goswami Member 01
4. Ms. Bhupinder Preet Kaur Member 01
5. Mrs. Nidhi Chopra Member 01

VI. Meeting of CSR Committee

There were 02 (Two) Meeting held by the members of Corporate Social ResponsibilityCommittee.

S.No. Date of the Meeting
1. 18.01.2021
2. 22.03.2021
S. No. Name of Director Designation No. of Meetings Attended
1. Mr. Chakshu Goyal Chairman 02
2. Mr. Vijay Kumar Member 02
3. Mr. Sanjeev Kumar Member 01

19. CORPORATE GOVERNANCE REPORT

The Corporate Governance report attached as Annexure- 2 forms part of this report.

20. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) read with Section 134(5) of theCompanies Act 2013 the Board hereby submits its responsibility Statement:

In the preparation of the annual accounts for the year ended March 31st 2021the applicable accounting standards read with requirements set out under Schedule III tothe Act have been followed and there are no material departures from the same;

a) 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 as at March 31st 2021 and ofthe profit of the Company for the year ended on that date;

b) the Directors have 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;

c) the Directors have prepared the annual accounts on a ‘going concern' basis;

d) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

e) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems arc adequate and operating effectively.

21. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the FY 2020-21 were on anarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large. For further details please refer Note No. 23 formingpart of financial statements.

22. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern Status of your Company and its operations in future.

23. AUDITOR'S REPORT

The observations of the Auditors in their report read together with the Notes onAccounts are seif explanatory and therefore in the opinion of the Directors do not callfor any further explanation.

Further since the Auditors have not reported any instances involving Fraud in theirAudit Report the particulars as prescribed under Section 134 (3) (ca) of the CompaniesAct 2013 have not provided.

24. SECRETARIAL AUDITOR'S REPORT

Secretarial Audit Report in Form MR-3 given by M/s Reecha Goel & AssociatesPracticing Company secretaries has been provided in an Annexure-3 which forms partof the Director's Report. The observations of the Secretarial Auditors are selfexplanatory and do not call for any further comments.

25. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company's Code of Conduct for prevention of Insider Trading covers all theDirectors senior management personnel persons forming part of promoter(s)/ promotergroup(s) and such other designated employees of the Company who are expected to haveaccess to unpolished price sensitive information relating to the Company. The Directorstheir relatives senior management personnel persons forming part of promoter(s)/ promotergroup(s) designated employees etc. are restricted in purchasing selling and dealing inthe shares of the Company while in possession of unpublished price sensitive informationabout the Company as well as during the course of trading window.

The Board of Directors has approved and adopted the Code of Conduct to regulatemonitor and report Trading by insiders. The Board has also approved the Code for fairdisclosure in line with SRBI (Prohibition of Insider Trading) Regulation 2015 and thesame can be accessed on Company's website www.anmolindialtd.com.

26. PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Accordingly details as required under Rule 5(2) of (he Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 have not been provided.

The details forming part of top ten employees in terms of remuneration of the Companyis annexed herewith as Annexiire-6.

The statement containing particulars of employees as required under Section 197 (12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given below:

S. No. Name of Director/ KMP and Designation Remuneration of Director/ KMP for the FY 2020-21 Percentage Increase/ Decrease in remuneration in the Financial Year 202021 Ratio of Remuneration of each director to the Median Remuneration of Employees
1 Mr. Vijay Kumar Managing Director & CFO 3000000/- 150% 11.63:1
5. Mr. Chakshu Goyal Wholetime Director 2400000/- 100% 9.30:1
6. Ms. Parabhjot Kaur Company Secretary 480000/-

The median remuneration of employees of the Company during the financial year 2020-21was Rs 258000/-.

27. COST AUDITOR

As per the requirement of the Central Government and pursuant to section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 as amendedfrom time to time maintenance of Cost records and appointment of cost Auditors are notapplicable on your Company.

28. LOANS GUARANTEES AND INVESTMENTS

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 if any read with the Companies (Meetings of Board and its Powers) Rules 2014are given in the notes to the Financial Statements

29. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are proper adequate and operating effectively. The Board hasaccounting policies which are in line with the Accounting Standards prescribed in theCompanies (Accounting Standards) Rules 2006 that continue to apply under Section 133 andother applicable provisions if any of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014 and relevant provisions of the Companies Act 2013 tothe extent applicable. These are in accordance with generally accepted accountingprinciples in India.

30. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013. Thepolicy provides for a framework and process whereby concerns can be raised by itsemployees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. More details on the vigil mechanism and theWhistle Blower Policy of your Company is placed on the website of the Company atwww.anmolindialtd.com.

31. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Company has not yet constituted any Committee under the SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013. However The Company has zerotolerance for sexual harassment at workplace and has adopted a Policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the Rules thereunder for prevention and redressal of complaints of sexualharassment at workplace. Company has not received any complaint on sexual harassmentduring the financial year 2020-21.

32. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive the management has beenhighly conscious of the importance of conservation of energy and technology absorption atall operational levels and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under section 134(3)(m) of the Companies Act 2013 read withrule 8 of the Companies( Accounts) Rules 2014 regarding Conservation of Energy andTechnology Absorption are not applicable to the Company and hence have not been provided.

33. FOREIGN EXCHANGE EARNINGS & OUTGO

The Company has incurred an expenditure of Rs. 2406672526.06/- in Foreign exchangeduring the financial year 2020-2021 towards imports.

34. CORPORATE SOCIAL RESPONSIBILITY ACTIVITY

During the year the Board has undertaken activities relating to corporate socialresponsibility as per the provisions of the Companies Act 2013 as detailed in Annexure-5.

35. ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the cooperation and assistancereceived from customers suppliers employees shareholders bankers Government agenciesfinancial institutions regulatory bodies and other business constituents during the yearunder review. The Directors express their sincere thanks to the lenders of the Company forcontinuous support during the year. Your Directors also wish to place on record their deepsense of appreciation for the commitment displayed by all executives officers and staffresulting in the successful performance of the Company during the year.

By Order of Board of Directors
For Anmol India Limited
Sd/- Sd/-
Chakshu Goyal Vijay Kumar
Whole Time Director Managing Director & CFO
DIN: 03126756 DIN: 00574900
Date: 01st September 2021
Place; Ludhiana

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