Dear Shareholders,
Your Directors have pleasure in presenting their 25" Annual Report on the business
and operations of the Company together with the Audited Financial Statements for the
financial year ended 31st March, 2023.
1. Financial Highlights
(Rs. In Crores)
| Particulars |
2022-23 |
2021-22 |
| Revenue from operations (Net) |
1410.24 |
1059.39 |
| Other Income |
7.92 |
5.18 |
| Total Income |
1418.16 |
1064.57 |
| Less: Cost of Goods Sold |
1378.40 |
1032.68 |
| Less: Employment Benefit Expenses |
1.17 |
1.44 |
| Less: Other Expenses |
2.06 |
2.93 |
| Total Expenses |
1381.63 |
1037.05 |
| Earning before Financial charges, Depreciation &Amortization and |
36.53 |
27.52 |
| Taxes (EBITDA) |
|
|
| Add: Exceptional ltems |
- |
- |
| Less: Depreciation &Amortization |
0.51 |
0.24 |
| Less: Financial Charges |
10.98 |
6.45 |
| Earnings Before Tax |
25.04 |
20.83 |
| Less: Current Tax |
6.45 |
5.29 |
| Less: Deferred Tax |
(0.07) |
(0.01) |
| Less: Income Tax of Previous Years |
- |
- |
| Less: Interest on Income Tax/ TDS/ TCS/ Sales Tax |
- |
- |
| Earnings/Profit after taxes (PAT) |
18.66 |
15.55 |
| Earnings Per Share (Basic) (Rs.) |
16.39 |
13.67 |
| Earnings Per Share (Diluted) (Rs.) |
16.39 |
13.67 |
2. Review of Business Operation
The financial year 2022-23 was yet another year of robust performance by the Company.
During the year under review, the Company has earned a total income of Rs. 1418.16 Crores
as against Rs. 1064.57 Crores in the previous year registering an increase of 33.21%.
The net profit after tax of the Company has however, increased by over 20% to Rs. 18.66
Crores during current year as compared to Rs. 15.55 Crores in the previous year.
The afore-mentioned performance was the result of consistent efforts made by the
Company in optimizing its operations. The management does not see any risks in the
Companys ability to continue as a going concern and meeting its liabilities as and when
they fall due.
3. Capital Structure
There is no change in the capital structure of the company during the year under
review. However the authorized share capital of the company was increased from Rs. 11.50
crores to Rs. 57.00 crores by getting approval of members by way of postal ballot.
4. Dividend
Your directors have decided to conserve the resources for future requirements and hence
do 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 public.
There are no outstanding/unclaimed deposits and hence no details as required under Rule
8(5)(v) and 8(5)(vi) have been provided.
6. Transfer of Reserves
Profit after tax during the year has been transferred to Surplus under the head
“Reserves & Surplus” forming part of the Balance Sheet.
7. Extract of Annual Return
In accordance with section 92(3) of the Companies Act, 2013, the Annual Return of the
Company as on 31st March, 2023 is available on the Companys website and can be assessed
at http://imww.anmolindialtd.com.
8. Details of Subsidiary/ Joint Venture/ Associate Companies
The company neither has any subsidiary or associate company nor has entered into any
joint venture with any other company.
9. Change in the Nature of Business
There is no change in the nature of business activities of the company during the year
under review.
10. Detail of Directors or KMP Appointed/ Resigned during the year
Pursuant to provisions of Section 152(6) of the Companies Act, 2013, Mr. Tilak Raj,
Director retires by rotation and being eligible, offers himself for re-appointment.
During the year under review on the basis of the recommendations of the Nomination
& Remuneration Committee, the Board of Directors at its meeting held on 09th May,
2023, has approved the re- appointment of Mr. Bhupesh Goyal as an Independent Director of
the Company for a second consecutive term of five years commencing from 10th May, 2023
upto 09th May, 2028, not liable to retire by rotation subject to the approval of the
Members by way of Special Resolution which is sought to be obtained in the ensuing Annual
General Meeting.
11. Declaration Given by Independent Director
Your Company has received declarations from each of the independent director under
Section 149 (7) of the Companies Act, 2013, that he/ she meets the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. Policy on Directors Appointment and Policy on Remuneration
In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of
the Company regularly reviews the policy on Directors Appointment and Remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under section 178(3), based on the recommendations of
the Nomination and Remuneration Committee. A copy of relevant policy is placed on the
companys website atwww.anmolindialtd.com.
13. Committees of the Board
There are currently Four Committees of the Board, as follows:
Audit Committee
Nomination and Remuneration Committee rN Stakeholders Relationship Committee Corporate
Social Responsibility Committee
Details of all the Committees along with their charters, composition are placed on the
website 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 under
Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a
separate section forming part of this Annual Report Annexure-3.
15. Material Changes and Commitment, if any, affecting the Financial Position of the
Company There are no material changes and commitment affecting the financial position of
the Company.
16. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, SEBI (LODR), Regulations 2015
and other applicable acts, the Board has carried out an annual performance evaluation of
its own performance, its committees and each director.
Evaluation of the Board and its Committees is based on various aspects of their
functioning, such as, adequacy of the constitution and the composition of the Board and
its committees, matters addressed in the meeting, processes followed at the meeting,
Boards focus, regulatory compliances and corporate governance etc., are in place.
Similarly, for evaluation of Individual Directors performance, various parameters like
Directors profile, contribution n Board and Committee meetings, execution and performance
of specific duties, obligations, regulatory compliances and governance etc. are
considered.
The performance evaluation of all the Independent Directors have been done by the
entire Board, excluding the Director being evaluated. On the basis of performance
evaluation done by the Board, it determines whether to extend or continue their term of
appointment, whenever their respective term expires. The Directors expressed their
satisfaction with the evaluation process.
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
During the financial year ended 31% March, 2023, the Board of Directors met 17
(Seventeen) times, members of Audit Committee met 04 (Four) times, members of Nomination
and Remuneration Committee met 01 (One) time, members of Stakeholders Relationship
Committee met (4) four times and members of Corporate Social Responsibility Committee met
03 (Three) times. Further details w.r.t. Meeting of the Board of directors and its
committee and their detailed briefs are given in the Corporate Governance Report. For
details, please refer Corporate Governance Report as Annexure-1 forming part of this
Annual Report.
19. Corporate Governance Report
The Corporate Governance report attached as Annexure-1 forms part of this report.
20. Directorss Responsibility Statement
In accordance with the provisions of Section 134(3) (c) read with Section 134(5) of the
Companies Act, 2013 the Board hereby submits its responsibility Statement:
In the preparation of the annual accounts for the year ended March 31%, 2023 the
applicable accounting standards read with requirements set out under Schedule lll to the
Act, have been followed and there are no material departures from the same;
a) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates 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;
b) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets 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 the
Company and that such internal financial controls are adequate and are operating
effectively; and
e) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
21. Related Party Transactions
All related party transactions that were entered into during the FY 2022-23 were on an
arms length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the Company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the Company at large. For further details, please refer Note No. 31 forming
part of financial statements.
22. Significant/ Material Orders Passed by the Regulators
There are no significant/material orders passed by the Regulators or Courts or
Tribunals impacting the going concern Status of your Company and its operations in future.
23. Auditors and Auditors Report
M/s. K. R. Aggarwal & Associates, Chartered Accountants, the Statutory Auditors of
the company hold office upto the conclusion of forthcoming Annual General Meeting. They,
pursuant to the recommendations of the Audit Committee are proposed to be reappointed as
Statutory Auditors of the company for second term of five consecutive years to hold office
starting from the conclusion of 25th Annual General Meeting till the conclusion of 30th
Annual General Meeting of the Company, at such remuneration and reimbursement of
out-of-pocket expenses and applicable taxes, as may be mutually agreed between the Board
of Directors and the Auditors. The necessary resolution for their reappointment is placed
in the Notice. M/s. K.R. Aggarwal & Associates, have confirmed that they are eligible
for re-appointment.
The notes on financial statement referred to in the Auditors Report are
self-explanatory and therefore, in the opinion of the Directors, do not call for any
further explanation. The Auditors Report does not contain any qualification, reservation
or any adverse remark and hence do not call for any further comments.
Further, since the Auditors have not reported any instances involving Fraud in their
Audit Report, the particulars as prescribed under Section 134 (3) (ca) of the Companies
Act, 2013 have not provided.
24. Secretarial Auditors Report
Secretarial Audit Report in Form MR-3 given by M/s Reecha Goel & Associates,
Practicing Company Secretaries has been provided in an Annexure-2 which forms part of the
Directors Report.
The secretarial Auditors Report for the financial year 2022-23, does not contain any
qualification, observation or adverse remarks and therefore, in the opinion of Directors,
do not call for any further comments.
25. Code of Conduct for Prevention of Insider Trading
Your Companys Code of Conduct for prevention of Insider Trading covers all the
Directors, senior management personnel, persons forming part of promoter(s)/ promoter
group(s) and such other designated employees of the Company, who are expected to have
access to unpolished price sensitive information relating to the Company. The Directors,
their relatives senior management personnel, persons forming part of promoter(s)/ promoter
group(s), designated employees etc. are restricted in purchasing, selling and dealing in
the shares of the Company while in possession of unpublished price sensitive information
about the Company as well as during the course of trading window.
The Board of Directors has approved and adopted the Code of Conduct to regulate,
monitor and report Trading by insiders. The Board has also approved the Code for fair
disclosure in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the
same can be accessed on Companys website www.anmolindialtd.com.
26. Particulars of Employees
There are no employees who are in receipt of remuneration in excess of the limits
prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) 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 Company
is annexed herewith as Annexure-5.
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 and
Remuneration of Managerial Personnel) Rules, 2014 are given below:
S. No. |
Name of Director/ KMP and Designation |
Remuneration of Director/ KMP for the FY 2022-23 |
Percentage Increase/ Decrease in remuneration in the Financial Year
2022-23 |
Ratio of Remuneration of each director to the Median Remuneration of
Employees |
1 |
Mr. Vijay Kumar, Managing Director & CFO |
15,00,000/- |
-50% |
3.16:1 |
5. |
Mr. Chakshu Goyal, Wholetime Director |
12,00,000/- |
-50% |
2.53:1 |
6. |
Mrs. Parabhjot Kaur, Company Secretary |
5,58,000/- |
10.71% |
1.18:1 |
7. |
Mr. Tilak Raj Aggarwal Non Executive Non Independent Director |
15,00,000/- |
100% |
3.16:1 |
8. |
Mr. Sahil Aggarwal Non Executive Non Independent Director |
12,00,000/- |
100% |
2.53:1 |
The median remuneration of employees of the Company during the financial year 2022-23
was Rs. 4,74,000/-.
27. Cost Auditor
As per the requirement of the Central Government and pursuant to section 148 of the
Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended
from time to time, maintenance of Cost records and appointment of cost Auditors are not
applicable on your Company.
28. Loans, Guarantees and Investments
The details of loans, guarantees and investments under Section 186 of the Companies
Act, 2013, if any, read with the Companies (Meetings of Board and its Powers) Rules, 2014
are 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 and
implemented by the Company are proper, adequate and operating effectively. The Board has
accounting policies which are in line with the Accounting Standards prescribed in the
Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and
other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the
Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 2013, to
the extent applicable. These are in accordance with generally accepted accounting
principles in India.
30. Vigil Mechanism/ Whistle Blower Policy
Your Company is committed to highest standards of ethical, moral and legal business
conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which
is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 The
policy provides for a framework and process whereby concerns can be raised by its
employees against any kind of discrimination, harassment, victimization or any other
unfair practice being adopted against them. More details on the vigil mechanism and the
Whistle Blower Policy of your Company is placed on the website of the Company at
www.anmolindialtd.com.
31. 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 adopted a Policy on prevention,
prohibition and redressal of sexual harassment at workplace in line with the provisions of
the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder
for prevention and redressal of complaints of sexual harassment at workplace. Company has
not received any complaint on sexual harassment during the financial year 2021-22.
32. Separate Meeting of Independent Directors
During the year under review, the following Independent Directors met on 14"
March, 2023, discussed and reviewed the performance of non-Independent Directors, the
Board and the Chairman of the Company and also to assess the quality, quantity and
timeliness of flow of information between the Company management and the Board.
1. Sanjeev Kumar
2. Sumit Goswami
3. Bhupesh Goyal
4. Nidhi Chopra
5. Bhupinder Preet Kaur
33. Listing with Stock Exchanges
Your Company has paid Annual Listing Fees for the Financial Year 2022-23 to the BSE
Limited & National Stock Exchange of India Limited (NSE) where the Companys Shares
are listed.
34. Conservation of Energy and Technology Absorption
Even though operations of the Company are not energy intensive, the management has been
highly conscious of the importance of conservation of energy and technology absorption at
all 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, the
particulars as prescribed under section 134(3)(m) of the Companies Act, 2013 read with
rule 8 of the Companies( Accounts) Rules, 2014 regarding Conservation of Energy and
Technology Absorption are not applicable to the Company and hence have not been provided.
35. Foreign Exchange Earnings & Outgo
The Company has incurred an expenditure of Rs.6,86,13,92,816.83 in foreign exchange
during the financial year 2022-2023 towards imports.
36. Corporate Social Responsibility Activity
The Company has constituted Corporate Social Responsibility Committee in compliance
with the provisions of Section 135 of the Act read with the Companies (Corporate Social
Responsibility), Rules 2014. Your Company has been undertaking CSR activities on a
significant scale, upholding the belief that corporate have a special and continuing
responsibility towards social development.
The CSR Policy is available on the website of the Company www.anmolindialtd.com. During
the year, the Board has undertaken activities relating to corporate social responsibility
as per the provisions of the Companies Act, 2013 as detailed in Annexure-4.
37. Disclosure under the Insolvency and Bankruptcy Code
Company has not made any application or any proceeding is pending under the Insolvency
and Bankruptcy Code (IBC), 2016 during the Financial Year 2022-23.
38. Disclosure of Valuation of Assets
The Company has not done any one time settlement and hence no information is provided
on difference between the amounts of the valuation executed at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
39. Acknowledgement
Your Directors express their sincere appreciation for the cooperation and assistance
received from customers, suppliers, employees, shareholders, bankers, Government agencies,
financial institutions, regulatory bodies and other business constituents during the year
under review. The Directors express their sincere thanks to the lenders of the Company for
continuous support during the year. Your Directors also wish to place on record their deep
sense of appreciation for the commitment displayed by all executives, officers and staff,
resulting 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: 13" July, 2023 |
|
| Place: Ludhiana |
|
+91-9892691696
