To the Members,
The Board of Directors is pleased to present Companys 82nd Annual Report on
the business and operations together with the audited financial statements for the
financial year ended 31st March, 2023.
FINANCIAL RESULTS
The summarized financial results (standalone) of the Company for the financial year
2022-23 are given hereunder:
|
|
(Rs.in lakhs) |
|
2022-23 |
2021-22 |
Revenue from operations & other income |
11,550.44 |
8,366.86 |
Operating Profit (EBIDTA) |
367.01 |
1,789.58 |
Finance Cost |
161.97 |
70.76 |
Gross Profit (PBD) |
205.04 |
1,718.82 |
Depreciation & amortization |
275.08 |
255.19 |
Profit/(Loss) before tax |
(70.04) |
1,463.63 |
Provision for |
|
|
- Current Tax (net) |
20.40 |
139.13 |
- Deferred Tax |
(108.75) |
11.69 |
Net Profit/(Loss) |
18.31 |
1,312.81 |
Other Comprehensive Income |
(125.33) |
12.09 |
Total Comprehensive Income for the year |
(107.02) |
1,324.90 |
Opening balance of Retained Earnings |
8,727.52 |
8,385.96 |
Amount available for appropriation |
8,701.06 |
9,705.39 |
Dividend on Equity Shares for the financial year 2021 -22 |
227.87 |
227.87 |
Transferred to General Reserve |
750.00 |
750.00 |
Closing Balance of Retained Earnings |
7,723.19 |
8,727.52 |
DIVIDEND
The Board of directors are pleased to recommend payment of dividend of Rs.4.00 per
equity share of Rs.10/- each (i.e. 40%) for the financial year ended March 31, 2023,
subject to approval of the shareholders at the ensuing annual general meeting. The
dividend of Rs.7.50 per equity share of Rs.10/- each (i.e. 75%) was paid in the year ended
March 31,2022.
OVERVIEW OF COMPANYS OPERATIONAL & FINANCIAL PERFORMANCE
Dairy
- The production of dairy milk & milk products during the year was higher by 58.18%
at 12,107 KL as against 7,654 KL in the previous year. With the opening of the QSRs after
Covid-19, the Dairy operations have been on a recovery path. The new products launched
last year under the ‘Just brand i.e. protein shakes, coffee drinks, ice-tea and cold
brew milk coffee both in glass bottles and aluminium cans received good consumer support
and have led to increase in volumes;
- During the year under review, the revenue from Dairy operations increased by 83.11 %
to Rs. 10,764.96 lakh as against Rs. 5,878.93 lakh in the previous year;
- Raw milk prices continued to be at an elevated level in FY 22-23. This was further
accentuated due to lumpy skin disease in cows adversely affecting the milk
production/prices. Due to inflationary pressures throughout the year and higher milk/SMP
prices, there was erosion in margin and profitability during the year. Significantly
higher utility cost due to spurt in gas and briquettes prices also impacted the
profitability during the year;
Treasury
The Company has deployed surplus funds by way of investment in financial instruments.
The Companys treasury operations continued to focus on the deployment of excess funds on
the back of effective portfolio management of funds within a well defined
risk management framework. All investment decisions in deployment of funds continued to
be guided by the tenets of safety of principal and liquidity. During the year, investment
portfolio mix was rebalanced in line with the evolving markets environment.
The stock markets in India have been witnessing high volatility for various reasons
including relentless selling by foreign investors. Another reason for the uneven stock
market behavior is the adverse impact on companies earnings on account of inflationary
pressures, rising interest rates and high energy cost. This has led to erosion in the
value of equity investments (on mark-to-market basis) as on 31st March, 2023.
Company as a whole
During the year under review, gross revenue is higher by 38.05% at Rs.11,550.44 lakhs
as against Rs. 8,366.86 lakhs in the previous year. Operating profit (EBIDTA) of Rs.367.01
lakhs has been recorded in the financial year 2022-23 as against operating profit of Rs.
1,789.58 lakhs in the previous year. Net profit after tax for the year is Rs.18.31 lakhs
as against Rs.1,312.81 lakhs in the previous year. The Net Loss after other comprehensive
income is Rs.107.02 lakhs as against Profit of Rs.1,324.90 lakhs in the previous year.
With the opening up of the QSRs after Covid- 19, the Dairy operations have seen recovery
despite various headwinds, including rising input costs due to inflationary pressures. The
meager net profit after tax of Rs. 18.31 lakhs for the year is mainly on account of
mark-to-market losses in treasury operations resulting from erosion in the value of
Companys investments.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis for the year ended March 31, 2023 is appended and
forms an integral part of this Report.
SUBSIDIARY COMPANY
Pursuant to approval of the Board of Directors, the Company acquired 89,39,122 equity
shares of the face value of Rs.10/- each of Amrit Learning Limited (ALL)
on 02.12.2022, thereby taking its shareholding to 99.62% of the paid-up share capital
of ALL. ALL thus became the subsidiary of the Company on 02.12.2022. As on the date of
this report, the Company has acquired the entire shareholding i.e. 89,73,486 equity shares
of ALL. Consequently, ALL has become wholly-owned subsidiary of the Company w.e.f. May 24,
2023.
The statement pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules, 2014, relating to the subsidiary company together with
Consolidated Financial Statements for the year ended 31st March, 2023 are attached
herewith and form part of this Annual Report. In terms of the provisions of Section 136 of
the Companies Act, 2013, the Financial Statements of the subsidiary company are available
for inspection at the Registered Office of the Company by any shareholders of the Company.
The Financial Statements of the subsidiary company and the related detailed information
shall be made available to the shareholders of the Company, seeking such information at
any point of time, on demand, free of cost. The Financial Statements are also available on
the website of the Company and can be accessed at www.amritcorp.com under
‘Investors Relations.
FINANCE
(i) Share Capital
The paid-up Equity Share Capital as on 31st March, 2023 stood at Rs.303.82
lakhs divided into 30,38,231 equity shares of the face value of Rs. 10/- each.
(ii) Delisting of equity shares
In compliance with the SEBI (Delisting of Equity Shares) Regulations, 2021
(“Delisting Regulations”) and upon necessary approvals, certain members of the
Promoters and Promoter Group (“Promoter Acquirers”) acquired 5,52,094 equity
shares of Rs. 10/- each of the Company on May 6, 2022 from the Public Shareholders
constituting 18.17% of the Equity Share Capital of the Company at a Discovered/ Exit Price
of Rs.945/- per equity share determined in accordance with the Reverse Book Building
Process under the Delisting Regulations, taking the
Promoters shareholding to 92.74% of the Equity Share Capital of the Company. Final
delisting application was made to the Stock Exchange (BSE Limited) to delist and
discontinue the trading of the equity shares of the Company, which was allowed. BSE vide
its Notice No.20220520-8 dated May 20, 2022, has communicated that “the trading of
the equity shares of the Company will be discontinued w.e.f. May 27, 2022 and the Company
scrip will be delisted from BSE w.e.f. June 03, 2022”. The stature of the Company has
changed from ‘listed entity to ‘unlisted entity.
In accordance with Regulation 26 of the Delisting Regulations, the Promoter Acquirers
provided exit opportunity to the remaining public shareholders of the Company, who did not
or were not able to participate in the Reverse Book Building Process or who unsuccessfully
tendered their equity shares in the Reverse Book Building Process and are currently
holding Equity Shares in the Company (“Residual Shareholders”), to tender their
equity shares during a period of one year from the BSE Date of Delisting i.e. from June
03, 2022 to June 2, 2023 (“Exit Window”) at the Exit price of Rs.945/- per
equity share on the terms and conditions as contained in the Exit Letter of Offer. So far,
25,993 equity shares have been tendered by the Residual Shareholders which have been
acquired by the Promoter Shareholders. Consequently, the shareholding of the Promoter
Shareholders has gone up to 93.59% of the paid- up equity share capital of the Company.
The Exit Window will close on June 2, 2023.
During the year under review, the Company has not issued shares with differential
voting rights nor granted stock options nor sweat equity.
(iii) Deposits
Your Company has not accepted any deposits falling under the ambit of Section 73 of the
Companies Act, 2013 (“the Act”) and the Rules framed thereunder during the year
under review and there are no unpaid/unclaimed deposits nor any amount of principal or
interest on public deposits outstanding as on the date of the Balance Sheet.
(iv) Particulars of loans, guarantees or investments
Loans, guarantees and investments covered under the provisions of Section 186 of the
Act, form part of the financial statements provided in this Annual Report.
(v) Related Party Transactions
The particulars of contracts or arrangements with related parties, as per Section 188
of the Companies Act, 2013 and Rules made thereunder and as per the Related Party
Transactions (“RPT”) Policy of the Company during the financial year ended March
31,2023 in prescribed Form AOC- 2 is annexed to this Report (Annexure-A). All transactions
with related parties during the year were on arms length basis and were in the ordinary
course of business. There are no materially significant related party transactions made by
the Company with promoters, directors, key managerial persons or others, which may have
potential conflict with the interest of the Company at large or which warrants the
approval of the shareholders.
On the recommendation of the Audit Committee, the Board of Directors has adopted a
policy on Related Party Transactions, which is also uploaded on the website of the Company
(www.amritcorp.com) under the head ‘Investor Relations. The Policy envisages
the procedure governing related party transactions required to be followed to ensure
compliance with the applicable laws and regulations as well as to ensure that the Related
Party Transactions are managed and disclosed in accordance with the strict legal and
accounting requirements.
(vi) Material changes and commitment affecting financial position between the end of
the financial year and the date of the Report
There are no material changes and commitments affecting the financial position of the
Company, which occurred after the end of the financial year i.e. March 31,2023.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has put in place a Corporate Social Responsibility Policy in line with
Section 135 and Schedule VIM of the Act. The CSR Policy as approved by the Board of
Directors is available on the website of the Company at www.amritcorp.com. As per
the Policy, the CSR activities are carried on in areas of skill development & language
training for employability, livelihood and income generation, preventive health and
sanitation, waste resource management and water conservation and also contribute to Prime
Ministers National Relief Fund, National Mission for Clean Ganga and Swachh Bharat Kosh.
The Annual Report on CSR activities, as required under Sections 134 and 135 of the Act
read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and
Rule 9 of the Companies (Accounts) Rules, 2014 has been appended as Annexure-B and forms
integral part of this Report.
RISK MANAGEMENT
Your Company has a robust governance structure with well-defined roles and
responsibilities for each vertical. This helps in identifying and managing business risks
in a proactive manner and at the same time empowers the management to encash business
opportunities.
VIGIL MECHANISM
Your Company over the years has established a reputation for doing business with
integrity and displays zero tolerance for any form of unethical behavior. Pursuant to
Section 177(9) of the Companies Act, 2013, the Company has formulated a Whistle Blower
Policy to establish a vigil mechanism for directors and employees of the Company. The
purpose and objective of this Policy is to provide a framework to promote responsible and
secure whistle blowing. It protects the employees wishing to raise a concern about serious
irregularities within the Company.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the
members of the Board and all employees in the course of day to day
business operations of the Company. The Company believes in zero tolerance against
bribery, corruption and unethical dealings/ behavior of any form. The Code has been posted
on the Companys website at www.amritcorp.com. The Code lays down the standard
procedure of business conduct which is expected to be followed by the Directors and the
designated employees in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with stakeholders.
INTERNAL CONTROL SYSTEMS
Your Company has evolved a system of internal controls to ensure that the assets are
safeguarded and transactions are authorised, recorded and correctly reported. The scope of
internal audit covers a wide variety of operational methods and, as a minimum, ensures
compliance with specified standards with regard to availability and suitability of
policies and procedures, extent of adherence, reliability of management information system
and authorization procedures including steps for safeguarding of assets.
PREVENTION OF SEXUAL HARASSMENT
The Company believes that all employees have right to be treated with dignity and to
work in an environment free of sexual harassment. The Company will not permit or condone
sexual harassment at workplace. The Company will make every effort to ensure that no
employee or visitor or any other person is subjected to sexual harassment at any of the
Companys workplaces and the allegations of sexual harassment will be dealt with
seriously, expeditiously and confidentially. The Company has in place a formal policy for
prevention of sexual harassment, which has been framed in accordance with the provisions
of “The Sexual Harassment of Woman at Workplace (Prevention, Prohibition and
Redressal) Act, 2013” and Rules framed thereunder. No complaints of sexual harassment
were received during the financial year 2022-23.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
(i) Changes in Directors
Smt. Ketaki Sood, Independent Director, was suffering from multiple ailments for some
time and has passed away on May 14, 2023. She was on the Board of Directors of the Company
for over 8 years. The Board expressed sorrow and grief on the demise of Smt. Ketaki Sood
and placed on record its appreciation of the valuable services rendered by Smt. Ketaki
Sood during her tenure as Director of the Company.
No other changes have taken place in the Board of Directors and Key Managerial
Personnel (KMP) from the date of last Annual Report.
(ii) Retirement by rotation
The Independent Directors hold office for a fix term of five years from the date of
their last appointment and are not liable to retire by rotation. Out of the remaining four
Directors, Shri Ashwini Kumar Bajaj retires by rotation and being eligible, offers himself
for re-appointment as Director, in accordance with the provisions of the Companies Act,
2013 and Articles of Association of the Company.
(iii) Re-appointment of Managing Director
Shri Ashwini Kumar Bajaj was re-appointed as Managing Director of the Company for a
period of 3 years w.e.f. 05.11.2020. His existing tenure as Managing Director will expire
on 04.11.2023. Subject to approval of the shareholders by way of Special Resolution, Shri
Ashwini Kumar Bajaj is proposed to be re-appointed for a fresh term of 3 years w.e.f.
05.11.2023.
(iv) Declarations by Independent Directors
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Act.
(v) Data Bank of Independent Directors
The Ministry of Corporate Affairs (MCA) vide Notification Number G.S.R.804(E) dated 22nd
October, 2019 effective from 1st December, 2019 has introduced a
provision relating to inclusion of
names of Independent Directors in the Data Bank maintained by Indian Institute of
Corporate Affairs (IICA). All Independent Directors of the Company are registered with
IICA.
(vi) Board Meetings
During the financial year 2022-23, six (6) Board Meetings were convened and held, the
details of which are as under:
(i) April 19, 2022;
(ii) May 13, 2022;
(iii) June 29, 2022;
(iv) August 10, 2022;
(v) November 15, 2022; and
(vi) February 15, 2023.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
BOARD COMMITTEES
(i) Audit Committee
The constitution and terms of reference of the Audit Committee conform to the
requirements of Section 177 of the Companies Act, 2013. The scope and the terms of
reference for the working of the Audit Committee are constantly reviewed and changes made
from time to time to ensure effectiveness of the Committee. The Audit Committee comprises
of four members - three non-executive & independent directors and one executive &
nonindependent director. The Chairman of the Audit Committee is an Independent Director.
The Committee met twice during the reporting period. All the recommendations of the Audit
Committee during the reporting period were accepted by the Board of Directors.
(ii) Stakeholders Relationship Committee
In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board
has constituted “Stakeholders Relationship Committee”. This committee ensures
speedy disposal of all grievances/complaints relating to
shareholders/investors. The Stakeholders Relationship Committee comprises of three
members - two non-executive directors and one executive director. The Chairman of the
Committee is non-executive director. During the reporting period, the Stakeholders
Relationship Committee met once. The meeting was attended by all the members of the
Committee. During the year 2022-23, the Company has received eight (8 Nos.) complaints
which were replied/resolved to the satisfaction of the investor and hence no complaints
and/or requests for dematerialization were pending as on 31st March, 2023.
(iii) Nomination & Remuneration Committee
In compliance with Section 178 of the Companies Act, 2013, read along with the
applicable Rules thereto, the Company has constituted “Nomination and Remuneration
Committee” consisting of four non-executive directors with three members, including
Chairman, as independent directors. The objective of the committee is to lay down a
framework and set standards in relation to nomination, remuneration and evaluation of
Directors, Key Managerial Personnel (KMP) and such other senior management personnel as
may be prescribed so as to achieve a balance of merit, experience and skill in the
organization.
(iv) CSR Committee
The Company has constituted a Corporate Social Responsibility (CSR) Committee as
required under Section 135 of the Companies Act, 2013. The terms of reference of the CSR
Committee broadly are (i) to frame the CSR Policy and its review from time to time, (ii)
to ensure effective implementation and monitoring of the CSR activities as per approved
policy, plans and budget and (iii) to ensure compliance with the laws, rules and
regulations governing CSR and to periodically report to the Board of Directors. The CSR
Committee comprises of four members of which two are Independent Directors. The Committee
met twice during the reporting period. The CSR Policy of the Company has been uploaded and
can be viewed on Companys website www.amritcorp.com.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according
to the information and explanations obtained by them,
your Directors make the following statements in terms
of the section 134(3)(c) of the Companies Act, 2013:
(i) that in the preparation of the annual financial statements for the year ended March
31, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
(ii) that such accounting policies, as mentioned in the Financial Statements, have been
selected and applied consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
company as at March 31,2023 and of the profit of the Company for the year ended on that
date;
(iii) that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the annual financial statements have been prepared on a going concern basis;
(v) that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;
(vi) that proper systems to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively.
AUDITORS
(i) Statutory Auditors
M/s Mukesh Aggarwal & Co., Chartered Accountants, New Delhi (ICAI Registration No.
011393N) were appointed as the Statutory Auditors of the Company for the period of 5 years
from the conclusion of 81st annual general meeting till the conclusion of 86th
annual general meeting.
The Report given by M/s Mukesh Aggarwal & Co., Chartered Accountants, on the
financial statements of the Company for the year 2022-23 is part of the Annual Report.
There has been no qualification, reservation or adverse remark or disclaimer in their
Report. During the year under review, the Auditors had not reported any matter under
Section 143(12) of the Companies Act, 2013 and, therefore, no detail is required to be
disclosed.
(ii) Cost Auditors
The goods produced by the Company are not covered under cost audit and, therefore,
pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Amendment Rules, 2014, the Company is not required to maintain the cost audit
records.
(iii) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s RSM & Co., a firm of Company Secretaries in Practice, to undertake the
Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith
as Annexure- C.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information relating to conservation of energy, technology absorption and foreign
exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is Annexed herewith as
Annexure-D.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexed
herewith as Annexure-E.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Companies Secretaries of India relating
to Meetings of the Board and its Committees which have mandatory application.
TRANSFER OF EQUITY SHARES AND UNPAID/ UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND
PROTECTION FUND
In line with statutory requirements, the Company has transferred to the Investor
Education and Protection Fund set up by the Government of India, equity shares in respect
of which dividend has remained unpaid/ unclaimed for a period of seven consecutive years
within the time line laid down by the Ministry of Corporate Affairs. Unpaid/unclaimed
dividend for seven years or more has also been transferred to the Investors Education and
Protection Fund pursuant to the requirements under the Act.
PERSONNEL
Employee relations continued to be cordial throughout the year in the Company. The
Directors express their appreciation for the contribution made by the employees to the
operations of the Company during the year.
PARTICULARS OF EMPLOYEES
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of
remuneration in excess of Rs. 102 lakh per year to be disclosed in the Report of Board of
Directors are not applicable to the Company as none of the employees was in receipt of
remuneration in excess of Rs. 102 lakh during the financial year 202223.
ACKNOWLEDGEMENT
Your Directors convey their sincere thanks to the various agencies of the Central
Government, State Governments, Banks and other concerned agencies for all the help and
cooperation extended to the Company. The Directors also deeply acknowledge the trust and
confidence the shareholders and investors have placed in the Company. Your Directors also
record their appreciation for the dedicated services rendered by the workers, staff and
officers of the Company.
|
For and on behalf of the Board |
Haridwar |
N.K. BAJAJ |
June 02, 2023 |
Chairman & Managing Director |
+91-9892691696
