Dear Members,
The Board of Directors (Board) presents the annual report of Amal Ltd together with the
audited Financial Statements for the year ended March 31, 2023.
01. Financial results
( lakhs)
|
Standalone |
Consolidated* |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from operations |
3,916 |
4,348 |
6,132 |
4,348 |
| Sales and other income |
4,319 |
4,530 |
6,215 |
4,379 |
| Profit : (loss) before tax |
137 |
332 |
(1,569) |
162 |
| Provision for tax |
64 |
90 |
42 |
51 |
| Profit : (loss) for the year |
73 |
242 |
(1,611) |
111 |
| Other comprehensive income (net of tax) |
3 |
(1) |
3 |
(1) |
| Total comprehensive income : (expense) |
76 |
241 |
(1,608) |
110 |
| Balance brought forward |
212 |
(29) |
69 |
(40) |
| Balance carried forward |
288 |
212 |
(1,539) |
69 |
* Consolidated results for 2022-23 and 2021-22 are not comparable because of the
commencement of operations by Amal Speciality Chemicals Ltd (ASCL), a wholly-owned
subsidiary in the quarter ended on September 30, 2022.
02. Performance Standalone
During 2022-23, revenue from operations decreased by 10% (decrease in selling price by
8% and decrease in sales volume by 2%) from
4,348 lakhs to 3,916 lakhs. The Company reported profit before tax (PBT) of 137
lakhs in 2022-23 against PBT of 332 lakhs in 2021-22 on account of lower price
realisation and volume due to sluggish demand.
Consolidated
Consolidated revenue from operations increased from 4,348 lakhs to 6,132 lakhs on
account of sales from 300 tpd Sulphuric acid plant, commissioned in ASCL, a wholly-owned
subsidiary in the quarter ended on September 30, 2022. The consolidated loss is 1,569
lakhs against the standalone PBT of 137 lakhs. The negative PBT is on account of
technology related problems (being resolved), lower utilisation : sale of steam and lower
sales due to subdued demand and higher interest and depreciation.
Directors have not recommended dividend considering the meagre profit on standalone
basis and loss of 1,611 lakhs on consolidated basis.
04. Rights issue of equity shares
During 2022-23, the Company allotted 29,37,662 equity shares of 10 each at a premium
of 160 per share aggregating to
4,994 lakhs on a rights basis to eligible shareholders. Post issue, equity share
capital of the Company is 1236.27 lakhs.
05. Energy conservation, technology absorption and foreign exchange earnings and outgo
Information required under Section 134(3) (m) of the Companies Act, 2013, read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time, forms a
part of this report which is given on page number 12.
06. Insurance
The Company has taken adequate insurance to cover the risks to its employees, property
(land and buildings), plant, equipment, other assets and third parties.
07. Risk management
Risk management is an integral part of the business practices of the Company. The
framework of risk management concentrates on formalising a system to deal with the most
relevant risks, building on existing management practices, knowledge and structures. With
the help of a reputed international consultancy firm, the Company has developed and
implemented a comprehensive risk management system to ensure that risks to the continued
existence of the Company as a going concern and to its growth are identified and remedied
on a timely basis. While defining and developing the formalised risk management system,
leading standards and practices have been considered. The risk management system is
relevant to business reality, pragmatic and simple and involves the following: i) Risk
identification and definition - Focuses on identifying relevant risks, creating : updating
clear definitions to ensure undisputed understanding along with details of the underlying
root causes : contributing factors. ii) Risk classification - Focuses on
understanding the various impacts of risks and the level of influence on their root
causes. This involves identifying various processes, generating the root causes and a
clear understanding of risk inter-relationships. iii) Risk assessment and prioritisation -
Focuses on determining risk priority and risk ownership for critical risks. This involves
assessment of the various impacts taking into consideration risk appetite and the existing
mitigation controls. iv) Risk mitigation - Focuses on addressing critical risks to
restrict their impact(s) to an acceptable level (within the defined risk appetite). This
involves a clear definitionof actions, responsibilities and milestones. v) Risk reporting
and monitoring - Focuses on providing to the Audit Committee and the Board, periodic
information on risk profile evolution and mitigation plans.
Roles and responsibilities
Governance
The Board has approved the Risk Management Policy of the Company. The Company has laid
a down procedures to inform the Board on i) to iv) listed above. The Audit Committee
periodically reviews the risk management system and gives its recommendations, if any, to
the Board. The Board reviews and guides the Risk Management Policy.
Implementation
Implementation of the Risk Management Policy is the responsibility of the Management.
It ensures functioning of the risk management system as per the guidance of the Audit
Committee. The Company has a risk management oversight structure in which each sub-segment
has a Chief Risk and Compliance Officer.
The Management at various levels takes accountability for risk identification, appropriateness
of risk analysis, and timeliness as well as adequacy of risk mitigation decisions at both
individual and aggregate levels. It is also responsible for the implementation, tracking
and reporting of defined mitigation plans, including periodic reporting to the
Audit Committee and Board.
08. Internal financial controls
The internal financial controls over financial reporting are designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of the Financial
Statements. These include those policies and procedures that: i) pertain to the
maintenance of records, which in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company, ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of the
Financial Statements in accordance with Generally Accepted Accounting Principles and that
receipts and expenditures are being made only in accordance with authorisations of the
Management and the Directors of the Company, iii) provide reasonable assurance regarding
the prevention or timely detection of unauthorised acquisition, use or disposition of the
assets that can have a material effect on the Financial Statements. A reputed
international consultancy firm has reviewed the adequacy of the internal financial
controls with respect to the Financial Statements.
The Management assessed the effectiveness of the internal financial controls over
financial reporting as of
March 31, 2023, and the Board believes that the controls are adequate.
09. Fixed deposits
During 2022-23, the Company did not accept any fixed deposits.
10. Loans, guarantees, investments and security
Particulars of loans, guarantees, investments and security provided are given on page
numbers 86.
11. Subsidiary, joint venture and associate company
There were no changes in the subsidiary, joint venture and associate company, which
were reported earlier.
12. Related party transactions
All the transactions entered into with the related parties were in ordinary course of
business and on an arms length basis. Details of such transactions are given on page
number 99. No transactions were entered into by the Company that required disclosure in
Form AOC-2.
13. Corporate social responsibility
The Corporate Social Responsibility (CSR) Policy, the CSR Report and the
composition of the CSR Committee are given on page number 12.
14. Annual return
Annual return for 2022-23, is available on the website of the Company at
www.amal.co.in/investors/information-for-stakeholders/annual-general-meeting
15. Auditors Statutory Auditors
Deloitte Haskins & Sells LLP, Chartered Accountants (DHS) were reappointed as
the Statutory Auditors of the Company at the 48th Annual General Meeting (AGM)
held on September 08, 2022, until the conclusion of the 53rd AGM.
The Auditors Report for the financial year ended March 31, 2023, does not contain any
qualification, reservation or adverse remark. The report is enclosed with the Financial
Statements in this annual report.
Secretarial Auditors
SPANJ & Associates, Company Secretaries, continue to be the Secretarial
Auditors for 2022-23 and their report is given on page number 16.
16. Directors responsibility statement
16.1 In preparation of the annual accounts for the financial year ended March 31, 2023,
the applicable accounting standards have been followed and there are no material
departures.
16.2 The accounting policies were selected and applied consistently and judgements and
estimates thus made were reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit and
loss of the
Company for that period.
16.3 Proper and 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.
16.4 The attached annual accounts for the year ended March 31, 2023, were prepared on a
going concern basis.
16.5 Adequate internal financial controls to be followed by the Company were laid down
and they were adequate and operating effectively. This is given under para number 08.
16.6 Proper systems were devised to ensure compliance with the provisions of all
applicable laws and the same were adequate and operating effectively.
17. Directors
17.1 Appointments : Reappointments : Cessations 17.1.1 According to the Articles of
Association of the Company, Mr Gopi Kannan Thirukonda retires by rotation and being
eligible, offers himself for reappointment at the AGM scheduled on September 08, 2023.
17.2 Policies on appointment and remuneration 17.2.1 Appointment While recommending
appointment of the Directors, the Nomination and Remuneration Committee considers the
following factors: i) Qualification: well-educated and experienced in senior leadership
positions in industry : profession ii) Traits: positive attributes and qualities iii)
Independence: criteria prescribed in Section 149(6) of the Companies Act, 2013 for the
Independent Directors, including no pecuniary interest and conflict of interest
17.2.2 Remuneration of the Non-executive Directors i) Sitting fees: up to 30,000 for
attending a Board, Committee and any other meeting ii) Commission: up to 1% of net profit
as may be decided by the Board based on the following factors: a) Membership of
committee(s) b) Profit c) Attendance d) Category (Independent or Non-executive) 17.2.3
Remuneration of the Managing Director This is given under para number 18.2.
17.3 Criteria and method of annual evaluation 17.3.1 The criteria for evaluation of the
performance of i) the Executive Directors, ii) the Non-executive Directors (other than
Independent Directors), iii) the Independent Directors, iv) the Chairman, v) the
Committees of the Board and vi) the Board as a whole are summarised in the table at the
end of the Directors Report at page number 10. 17.3.2 The Independent Directors have
carried out annual: i) review of the performance of the Executive Directors ii)
review of the performance of the Non-executive Directors (other than Independent
Directors) iii) review of the performance of the Chairman, assessment of quality, quantity
and timeliness of the flow of information to the
Board and iv) review of the performance of the Board as a whole.
17.3.3 The Board has carried out an annual evaluation of the performance of: i) its
committees namely Audit, Corporate Social Responsibility, Nomination and Remunerationand
Stakeholders Relationship ii) the Independent Directors The templates for the above
purpose were circulated in advance for feedback of the Directors. 17.4 Familiarisation
programs for the Independent Directors The Company has familiarisation programs for its
Independent Directors. It comprises, amongst others, presentations by and discussions with
the Senior Management on the nature of the industries in which it operates, its vision and
strategy, its organisation structure and relevant regulatory changes.
18. Key managerial personnel and other employees
18.1 Appointments and cessations of the key managerial personnel There were no
appointments : cessations of the key managerial personnel during 2022-23. 18.2
Remuneration The Remuneration Policy of the key managerial personnel and other employees
consists of the following: 18.2.1 Components: i) Fixed pay a) Basic salary b) Allowances
c) Perquisites d) Retirals ii) Variable pay
18.2.2 Factors for determining and changing fixed pay: i) Existing compensation ii)
Education iii) Experience iv) Salary bands v) Performance vi) Market benchmark 18.2.3
Factors for determining and changing variable pay: i) Business performance ii) Individual
performance iii) Work level
19. Analysis of remuneration
The information required pursuant to Sections 134(3)(q) and 197(12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is given at page number 19.
The Company is not required to disclose the information required as there were no
employees during 2022-23 drawing remuneration exceeding the limit specified.
20. Management Discussion and Analysis
The Management Discussion and Analysis covering performance is given at page number
20.
21. Corporate Governance Report
21.1 Declaration given by the Independent Directors The Independent Directors have
given declarations under Section 149(6) of the Act. 21.2 Report The Corporate Governance
Report is given at page number 21. Details about the number of meetings of the Board held
during 2022-23 are given at page number 26. The composition of the Audit Committee is
given at page number 29.
All the recommendations given by the Audit Committee were accepted by the Board. 21.3
Whistleblowing Policy The Board, on the recommendation of the Audit Committee, had
approved a vigil mechanism (Whistleblowing Policy). The policy provides an independent
mechanism for reporting and resolving complaints pertaining to unethical behaviour, actual
or suspected fraud and violation of the code of conduct of the Company and is displayed on
the website of the Company at www.amal.co.in/investors/ policies/ No personnel has been
denied access to the Audit Committee.
21.4 Secretarial standards
Secretarial standards as applicable to the Company were followed and complied with
during 2022-23.
21.5 Prevention, prohibition and redressal of sexual harassment Details required under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and rules thereunder are given at page number 33.
22. Acknowledgements
The Board expresses its sincere thanks to all the employees, customers, suppliers,
lenders, regulatory and government authorities, stock exchanges and investors for their
support.
For and on behalf of the Board of Directors (Sunil Lalbhai) Mumbai Chairman
April 20, 2023 DIN: 00045590
Evaluation of |
Evaluation by |
Criteria |
Executive Director |
Independent Directors |
Qualification, Experience, Availability and attendance, Integrity,
Commitment, Governance, Transparency, Communication, Business leadership, People
leadership, Investor relations |
Non-executive Director (other than Independent Directors) |
Independent Directors |
Qualification, Experience, Availability and attendance, Integrity,
Commitment, Governance, Independence, Communication, Preparedness, Participation and Value
addition |
Independent Director |
All other Board Members |
Qualification, Experience, Availability and attendance, Integrity,
Commitment, Governance, Independence, Communication, Preparedness, Participation and Value
addition |
Chairman |
Independent Directors |
Qualification, Experience, Availability and attendance, Integrity,
Commitment, Governance, Impartiality, Communication, Business leadership, People
leadership and Meeting conduct |
| Committees |
Board Members |
Composition, Process and Dynamics |
| Board as a whole |
Independent Directors |
Composition, Process and Dynamics |
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