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Anmol India Ltd.

BSE: 542437 Sector: Others
NSE: N.A. ISIN Code: INE02AR01019
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NSE 05:30 | 01 Jan Anmol India Ltd
OPEN 39.00
PREVIOUS CLOSE 39.00
VOLUME 16000
52-Week high 39.90
52-Week low 16.65
P/E 9.01
Mkt Cap.(Rs cr) 40
Buy Price 34.05
Buy Qty 4000.00
Sell Price 41.90
Sell Qty 4000.00
OPEN 39.00
CLOSE 39.00
VOLUME 16000
52-Week high 39.90
52-Week low 16.65
P/E 9.01
Mkt Cap.(Rs cr) 40
Buy Price 34.05
Buy Qty 4000.00
Sell Price 41.90
Sell Qty 4000.00

Anmol India Ltd. (ANMOLINDIA) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 21ST Annual Report onthe business and operations of the Company together with the Audited Financial Statementfor the financial year ended on 31st March 2019.

1. FINANCIAL HIGHLIGHTS

(Amt Rs In Lacs)
Particulars 2018-19 2017-18
Revenue from operations (Net) 54792.07 29856.49
Other Income 193.30 67.73
Total Income 54985.37 29924.22
Less: Cost of Goods Sold 54016.04 29202.94
Less: Employment Benefit Expenses 49.57 24.27
Less: Other Expenses 220.74 58.30
Total Expenses 54273.12 29285.51
Earning before Financial charges Depreciation & 699.02 570.98
Amortisation and Taxes (EBITDA)
Add: Exceptional Items - -45.10
Less: Depreciation & Amortisation 13.24 9.90
Less: Financial Charges 185.28 190.90
Earnings Before Tax 500.23 392.80
Less: Current Tax 138.07 130.69
Less: Deferred Tax 1.64 -0.82
Less: Income Tax of Previous Years - 0.06
Less: Interest on Income Tax/ TDS/ TCS/ Sales Tax - 0.61
Earnings/Profit after taxes (PAT) 360.50 262.24
Earnings Per Share (Basic) (Rs.) 3.47 10.80
Earnings Per Share (Diluted) (Rs.) 3.47 10.80

2. REVIEW OF BUSINESS OPERATION

During the year under review the Company has earned a total income of Rs. 54985.07Lacs through against 29924.22 Lacs in the previous year registering a growth of 83.74%.Your Company's net profit jumped by 37.47% to Rs. 360.50 Lacs from Rs. 262.24 Lacs in theprevious year. EBITDA also grew by 22.42% since previous year.

3. CAPITAL STRUCTURE

During the year the following changes were effected in the Share Capital of yourCompany:

i) Increase in Authorized Share Capital

The authorized share capital of your Company was increased from Rs. 30000000 (RupeesThree Crore) to Rs. 105000000 (Rupees10 Crore Fifty Lakh) Equity Shares of Rs. 10(Rupees Ten) each on 5th June 2018.

ii) Issue of Bonus Shares

During the year under review 4855220 No. of Equity Shares of Rs. 10/- eachfully paid up were allotted as Bonus Shares in proportion of 2:1 on 6th July2018.

iii) Initial Public Offer

During the year under review your company came up with a Public Issue of fresh issueof 3100000 Equity Shares of Rs. 10/- each at a premium of Rs. 33/- per share aggregatingto the total issue size of Rs. 1023Lakhs. Consequently the shares of the Company have beenlisted on SME Platform of BSE Limited vide agreement dated 20th Feb 2019.

Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise. It has neither issued ESOP nor Sweat Equity Shares and does not haveany scheme to fund its employees to purchase the shares of the Company.

4. LISTING WITH STOCK EXCHANGE

The Company was unlisted Public Company and got listed during the year under review onBSE SME Platform vide agreement dated 20st Feb 2019.

5. DIVIDEND

During the year under review the Board of Directors has not recommend dividend on theequity shares of the company for the financial year ended 31st march 2019 inview of the conservation of resources for future prospect and growth of the Company.

6. PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the financial year ended 31st March 2019.

7. TRANSFER TO RESERVES

During the year under review your Company has not transferred any amount to GeneralReserve.

8. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inMGT 9 are placed on the website of the Company www.anmolindialtd.com.

9. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

Since your company is neither having any subsidiaries or associate companies nor hasentered into any joint ventures with any other company the provision is not applicable.

10. CHANGE IN THE NATURE OF BUSINESS

During the Financial Year 2018-19 there is no change in the nature of business of thecompany.

11. DETAIL OF DIRECTORS OR KMP

APPOINTED/ RESIGNED DURING THE YEAR

During the year under review Mr. Sahil Aggarwal Mrs. Deepika and Mr. Chakshu Goyalhas been regularized w.e.f 10th May 2018. Mr. Rohit Singla Mr. Bhupesh Goyaland Mr. Gaurav Jindal were appointed as Independent Directors of the Company w.e.f 10thMay 2018. The designation of Mr. Vijay Kumar has been changed from Director to ManagingDirector and Chief Financial Officer w.e.f 28th May 2018 and 10thMay 2018 respectively. Ms. Parabhjot Kaur was appointed as Company Secretary of theCompany w.e.f 10th May 2018.

The Board has decided to re-appoint Sh. Chakshu Goyal as Executive Director of thecompany subject to the approval of the members of the company w.e.f. 1stSeptember2019 at an annual remuneration to the maximum tune of Rs. 5000000/- as may beapproved by the Board from time to time. The Board has also decided to increase the salaryof Mr. Vijay Kumar Managing Director cum CFO to the maximum tune of Rs. 5000000/- perannum subject to the approval of the members of the company as may be approved by theBoard from time to time.

12. DECLARATION GIVEN BY

INDEPENDENT DIRECTOR

All the Independent Directors Mr. Rohit Singla Mr. Bhupesh Goyal and Mr. GauravJindal have given their declarations that they meet the criteria of Independence as laiddown under Section 149(6) of the Companies Act 2013.

13. 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 review the policy on Director's Appointment and

Remuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under section 178(3) based on therecommendations of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee consists of 3 (Three) Members i.e.

1. Rohit Singla- Chairman (Independent Director)

2. Gaurav Jindal- Member (Independent Director)

3. Bhupesh Goyal- Member (Independent Director)

A copy of relevant policy is placed on the website of the Company atwww.anmolindialtd.com.

14. COMMITTEES OF THE BOARD

There are currently three Committees of the Board as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

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

15. 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. (Refer Annexure 2)

16. MATERIAL CHANGES AND

COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year 2018-19 and the date ofthis Report.

17. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholders Relationship Committees.

18. CLASSES OF SHARES

As on date the Company has only one class of share capital i.e. Equity Shares of Rs.10/- each.

19. MEETING OF THE BOARD AND COMMITTEES

I. Board Meeting

There were 29 (Twenty Nine) Meetings held by the Board of Directors. The detailspertaining to number of Board Meetings held during the financial year under review

S. No. Date of the Board Meeting S. No. Date of the Board Meeting
1. 07.04.2018 2. 05.05.2018
3. 10.05.2018 4. 11.05.2018
5. 28.05.2018 6. 29.05.2018
7. 05.06.2018 8. 08.06.2018
9. 06.07.2018 10. 19.07.2018
11. 20.07.2018 12. 23.07.2018
13. 25.07.2019 14. 06.08.2018
15. 16.08.2018 16. 29.08.2018
17. 01.09.2018 18. 26.09.2018
19. 08.10.2018 20. 15.10.2018
21. 16.10.2018 22. 04.12.2018
23. 18.12.2018 24. 30.01.2019
25. 31.01.2019 26. 16.02.2019
27. 19.02.2019 28. 28.02.2019
29. 25.03.2019

Number of Meeting attended by the Board of Directors

S. No. Name of the Director No. of Board Meetings Attended
1. Mr. Vijay Kumar 28
2. Mrs. Neelam Rani 25
3. Mr. Tilak Raj 24
4. Mr. Sahil Aggarwal 24
5. Mr. Chakshu Goyal 25
6. Mrs. Deepika 22
7. Mr. Bhupesh Goyal 23
8. Mr. Rohit Singla 23
9. Mr. Gaurav Jindal 24

II. Audit Committee Meetings

There were 04 (Four) 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. 14.05.2018
2. 16.08.2018
3. 17.12.2018
4. 25.03.2019

Number of Meeting attended by the Members of the Audit Committee

S. No. Name of Director Designation No. of Meetings Attended
1. Mr. Gaurav Jindal Chairman 4
2. Mr. Rohit Singla Member 4
3. Mr. Vijay Kumar Member 4

III. Nomination and Remuneration Committee Meetings

There were 05 (Five) 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. 14.05.2018
2. 28.05.2018
3. 01.09.2018
4. 18.12.2018
5. 31.01.2019

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. Rohit Singla Chairman 5
2. Mr. Gaurav Jindal Member 5
3. Mr. Bhupesh Goyal Member 5

IV. Stakeholders Relationship Committee Meetings

There were 06 (Six) Meetings held by the members of Stakeholders RelationshipCommittee. The details pertaining to number of Nomination & Remuneration CommitteeMeetings held during the financial year under review.

S. No. Date of the Meeting
1. 14.05.2018
2. 06.07.2018
3. 19.07.2018
4. 26.09.2018
5. 08.10.2018
6. 19.02.2019

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 6
2. Mr. Gaurav Jindal Member 6
3. Mr. Rohit Singla Member 6

20. CORPORATE GOVERNANCE REPORT

As per the provisions of Regulation 15(2) of the SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015 Compliance with the corporate governanceprovisions as specified in regulations17 18 19 20 21 22 23 24 25 26 27 andclauses (b) to (i) of sub regulation (2) of regulation 46 and Para C D and E of ScheduleV shall not apply in respect of:

(a) The listed entity having paid up equity share capital not exceeding rupees tencrore and net worth not exceeding rupees twenty five crore as on the last day of theprevious financial year.

(b) The listed entity which has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption (b); Hence Compliance withthe provisions of Corporate Governance shall not apply to the Company and it does not formpart of the Annual Report for the Financial Year 2018-19 and Certificate from auditors orpracticing company secretaries regarding compliance of conditions of corporate governanceare also not required to be annexed with the Annual Report.

21. 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 thepreparation of the annual accounts for the year ended March 31 2018the applicableaccounting standards read with requirements set out under Schedule III to the Act havebeen 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 31 2018 and of theprofit/loss 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;

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

e) 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

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.

22. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company withrelated parties which may have a potential conflict with the Interest of the Company. ForFurther details your attention is drawn to the Related Party Disclosures set out in theFinancial Statements.

23. 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.

24. TO FILL THE CASUAL VACANCY

CAUSED BY RESIGNATION OF STATUTORY AUDITORS OF THE COMPANY

M/s Vikram Maheshwari & Associates (FRN 327384E) who were appointedas the Statutory Auditors of the Company from 2018 to 2022. They placed their resignationto Board of Directors on 17th May 2019 due to their inability to carry out theaudit of a Listed Company as their firm does not possess Peer Review Certificate which isrequired to conduct the audit of a Listed Company. Hence Board accepted the resignationand new statutory auditors M/s K.R. Aggarwal & Associates (FRN 030088N) were appointedin Board Meeting dtd 27th May 2019 to carry out the audit for FY ended 2018-19and they will hold the office till the conclusion of ensuing Annual General Meeting forfinancial year ended 2019. Being eligible they are considered to appoint statutoryauditors of the Company for further period of five years subject to shareholders'approval in the general meeting.

25. AUDITOR'S REPORT

Auditor's Report is without any qualification. Further the observations of theAuditors in their report read together with the Notes on Accounts are self explanatory andtherefore in the opinion of the Directors do not call for 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.

26. SECRETARIAL AUDITOR's REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed M/s Reecha Goel & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company.

A Secretarial Audit Report in Form MR-3 given by M/s Reecha Goel & AssociatesPracticing Company Secretaries has been provided in an Annexure-"A" which formspart of the Director's Report. There is no qualification reservation or adverse remarkmade in their Secretarial Audit Report submitted to the Company. (Refer Annexure 1).

27. 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 SEBI (Prohibition of Insider Trading) Regulation 2015 and thesame can be accessed on

Company's website www.anmolindialtd.com

28. 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 the 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 "Annexure-3"

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

Rules 2006 that continue to apply under Section 133 and other applicable provisionsif any of the Companies Act

Rule 5 Particulars Name of Director Designation Remuneration Ratio to the Median
(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year Vijay Kumar Managing Director & 1200000 7:1
Chakshu Goyal Chief Financial Officer Executive Director 1200000 7:1
(ii) Name Designation

% of Increase

The percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary in the Financial year. Vijay Kumar Managing Director & Chief Financial Officer Nil
Chakshu Goyal Executive Director 122.22%
Parabhjot Kaur Company Secretary Nil

29. 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.

30. 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.

31. 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) 2013 read with Rule 7 of the Companies (Accounts) Rules2014 and relevant provisions of the Companies Act 2013 to the extent applicable. Theseare in accordance with generally accepted accounting principles in India.

32. 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.

33. DISCLOSURES AS PER THE SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

Company has not yet constituted any Committee under the SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.However The Company has zero tolerance for sexual harassment at workplace and has adopteda Policy on prevention prohibition and redressal of sexual harassment at workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. Company has not received any complaint onsexual harassment during the financial year 2018-19.

34. CORPORATE SOCIAL

RESPONSIBILITY

The Board of Directors of your company hereby confirms that the provisions of section135(1) of the Companies Act 2013 and Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable to our company for the financial year2018-2019.

35. 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. Inview 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 2013xread 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.

36. FOREIGN EXCHANGE EARNINGS &

OUTGO

The Company has incurred an expenditure of Rs. 1637370715.60/- (Rupees One HundredSixty Three Crore Seventy Three Lakh Seventy Thousand Seven Hundred Fifteen and SixtyPaisa) in Foreign exchange and suffered a loss of Rs. 27 Lacs (approx) in foreign exchangeduring the financial year 2018-2019.

37. 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

Vijay Kumar

Managing Director & CFO

DIN: 00574900

Chakshu Goyal

Director

DIN: 03126756

Date: 30th July 2019

Place: Guwahati

.