Dear Shareholders,
Your Directors are pleased to present the 40th Annual Report
together with audited accounts for the financial year ended 31st March 2023.
Financial Results
The Financial Statements of the Company have been prepared in
accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the
Companies Act, 2013 ("the Act"), read with Rule 7 of the (Companies Accounts)
Rules, 2014. The financial performance of the Company for the financial year ended 31st
March, 2023 is summarized below:
(Rs. in Lakhs)
| Particulars |
Financial Year 2022-23 |
Financial Year 2021-22 |
| Revenue from Operations (net of excise duty) |
35000.18 |
20963.66 |
| Other Income |
56.06 |
99.50 |
| Total |
35056.24 |
21063.10 |
| Profit from operations before Financial Costs, Depreciation,
Exceptional Items & Tax Expenses |
4907.91 |
2870.84 |
| Financial Costs |
925.65 |
737.33 |
| Profit before Depreciation, Exceptional Item & Taxation |
3982.26 |
2133.51 |
| Depreciation |
1351.98 |
1070.98 |
| Profit before Exceptional Items and Tax Expenses |
2630.28 |
1062.53 |
| Exceptional Items |
0.00 |
0.00 |
| Profit before Tax |
2630.28 |
1062.53 |
| Less: Tax Expenses |
709.67 |
242.74 |
| Profit/Loss for the year |
1920.61 |
819.79 |
| Other Comprehensive Income |
-8.76 |
6.62 |
| Net Profit/Loss |
1911.85 |
826.41 |
| Appropriations: |
|
|
| General Reserve |
Nil |
Nil |
| Dividend on Equity Shares |
Nil |
Nil |
| Tax on Dividend |
Nil |
Nil |
| Balance Carried to Balance Sheet |
1911.85 |
826.41 |
| TOTAL |
1911.85 |
826.41 |
Operations & Business
During the year under review your Company registered total revenue of
Rs. 35000.18 lakhs as compared to previous year?s revenue of Rs.20963.66 lakhs which
shows rise by 67% approx. over the previous year. There is a Net Profit of Rs 1911.85
Lakhs in the year 2022-23 as compared to Net Profit of Rs. 826.41 Lakhs from the last year
2021-22.
Real Estate Business
The company through its related company, AMD Estates & Developers
Private Limited is developing a Commercial Complex at Sector-114, Gurgaon, Haryana in
collaboration with VSR Infratech Private Limited, New Delhi. The said project is at its
last lag to complete and is ready to deliver as Part Occupancy Certificate has been issued
by the competent Authority. During the year under review, the company has received revenue
of Rs. 167.11 Lakhs from this project.
Expansion
The company is exploring opportunities to expand its business in other
geographies of the country.
Dividend
Your company is incurring capital expenditure on an ongoing basis and
upgrading its existing plants. The internal accruals are being ploughed back to partially
fund the expansion. Considering this, it would be prudent not to recommend any dividend
for the year under review.
Unpaid / Unclaimed Dividend:
In terms of the provisions of Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection
Fund (Awareness and Protection of Investors) Rules, 2001, the unpaid dividend of the
financial year 2015-16 is becoming due to transfer during the Financial Year under review
to the Investor Education and Protection Fund.
Fixed deposits:
During the financial year 2022-23, your Company has not invited or
accepted any deposits from the public within the meaning of provisions of Section 73 of
the Companies Act, 2013.
Board, Directors and Key Managerial Personnel
Your Company?s Board has an optimum combination of Executive,
Non-executive and Independent Directors with one women Director, as per the requirements
of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI Listing Regulations?).
During the year no directors was appointed on the Board.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, four Board Meetings were held, details of which are
provided in the Corporate Governance Report. The intervening gap between the Meetings was
in compliance with the requirements of the Companies Act, 2013 and SEBI Listing
Regulations.
Details of attendance of meetings of the Board, its Committees and the
Annual General Meeting are included in the Report on Corporate Governance, which forms
part of this Annual Report.
COMMITTEES
Currently, the Board has five Committees: the Audit Committee, the CSR
Committee, the Nomination and Remuneration Committee, the Management Committee, the
Stakeholder Relationship Committee. A detailed note on the composition of the Board and
its Committees is provided in the Corporate Governance Report section of this Annual
Report.
DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts for the year ended March
31, 2023, the applicable accounting standards have been followed and there are no material
departures from the same;
b) 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;
c) 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;
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 the Company and that such internal financial controls are adequate and are
operating effectively; and
f) 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.
DECLARATION BY INDPENDENT DIRECTORS
The Company has received necessary declarations from each of the
Independent Directors under section 149 (7) of the Companies Act, 2013 that he/she meets
the criteria of the independence as laid down in section 149(6) of the Companies Act, 2013
and Clause 49 and Regulation 16(1) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Board took on record the declaration and confirmation submitted by
the independent directors regarding them meeting the prescribed criteria of independence,
after undertaking due assessment of the veracity of the same in terms of the requirements
of regulation 25 of the SEBI Listing Regulations.
The details of programs for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model of the Company and related matters
are put up on the website of the Company at the link:
https://www.amdindustries.com/FAMILIARISATION%202022-23.pdf Policy on
Directors Appointment and Remuneration
The Board has constituted a Nomination & Remuneration Committee for
formulating the criteria for determining qualifications, positive attributes and
independence of a director, identify persons who are qualified to become Director and
persons who may be appointed in Key Managerial and Senior Management positions in
accordance with the criteria laid down in Nomination & Remuneration policy and to
recommend to the Board, appointment and removal of Director, KMP and Senior Management
Personnel. The objective of the Nomination & Remuneration Policy is also to set out
the principles governing the Company?s Remuneration systems in organizational
guidelines.
The salient features of the policy on directors? appointment and
remuneration forms a part of the ‘Corporate Governance Report?. The said policy
is placed on the Company?s website at
http://amdindustries.com/AMD%20%20Remuneration%20Policy. pdfpolicy.pdf
Board Evaluation
The Company has adopted a Performance Evaluation Policy for evaluation
of performance of Independent Directors, Board, Committees and other individual Directors
(non-executive directors and executive directors). On the basis of this Policy a process
of evaluation is being followed by the Board for evaluation of its own performance and
that of its Committees and individual Directors.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of a questionnaire on board governance and
performance issues. Individual directors met with the Chairman of the Company to discuss
their responses.
The performance of the committees was evaluated by the Board after
getting an evaluation report from the members of each committee which evaluates the
performance of the Committee against its stated objectives and responsibilities,
effectiveness of committee meetings, etc. during the year.
The Board reviewed the performance of the individual directors on the
basis of the criteria such as the contribution of the individual director to the Board and
committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, committed to the Company?s values,
beliefs and ethics etc. In addition, the Chairman was also evaluated on the key aspects of
his role.
Auditors and Auditors Report Statutory Auditors
Pursuant to the provision of section 139 of Companies Act, 2013, M/s K.
N. Gutgutia & Co. Chartered Accountants were appointed as Statutory Auditors of the
Company, for a period of five years, by the Shareholders in its Annual General Meeting
held on 28.09.2022.
The Statutory Auditor has issued Audit Reports with unmodified opinion
on the Standalone and Consolidated Financial Statements of the Company for the year ended
31st March, 2023. The Notes on the Financials Statement referred to in the Audit Report
are self-explanatory and therefore, do not call for any further explanation or comments
from the Board under Section 134(3) (f) of the Companies Act, 2013.
During the year under review, the statutory auditors have not reported
to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of
fraud committed against the Company by its officers of employees, the details of which
would need to be mentioned in the Board Report.
Secretarial Auditor
The Board appointed M/s AGG & Associates, Practicing Company
Secretary, to conduct secretarial audit for the financial year 2022-23. The secretarial
audit report for the financial year ended March 31,2023 is annexed herewith marked as
Annexure I to this report.
Additionally, in line with SEBI Circular dated February 8, 2019, an
Annual Secretarial Compliance Report confirming compliance with all applicable SEBI
Regulations, Circulars and Guidelines by the Company was issued by the Secretarial
Auditors and filed with the Stock Exchanges.
Associate/ Joint Venture/ Subsidiary Companies
The company has no associate/ joint venture and subsidiary companies
during the financial year under review.
The policy for determining material subsidiaries as approved by the
Board may be accessed on the Company?s website at the link:
http://amdindustries.com/Policv%20on%20Material%20Subsidiarv.pdf
Corporate Governance
Corporate Governance is about maximizing shareholder value legally,
ethically and sustainably. At AMD, the goal of corporate governance is to ensure fairness
for every stakeholder. We believe sound corporate governance is critical to enhance and
retain investor trust. We always seek to ensure that our performance is driven by
integrity. Our Board exercises its fiduciary responsibilities in the widest sense of term.
We also endeavor to enhance longterm shareholder value and respect minority rights in all
our business decisions.
Our Corporate governance report for fiscal 2023 forms part of this
Annual Report. Corporate Social Responsibility (CSR)
The Corporate Social Responsibility Committee (CSR Committee) has
formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the Company, which has been approved
by the Board. The CSR Policy may be accessed on the Company?s website at the link:
http://amdindustries.com/ Corporate%20Social%20Responibility%20Policy.pdf
During the year, in compliance with CSR provisions, Company has spent
Rs. 07.50 Lakhs on CSR activities. The brief content of CSR policy is given in the Annual
Report on CSR activities is annexed herewith as Annexure II.
Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
Particulars of Loans given, Investments made, Guarantees given and
Securities provided
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in the financial statements.
Contracts and Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company
during the financial year under review with related parties were in the ordinary course of
business and at arm?s length basis. During the year, the Company had not entered into
any contract / arrangement / transaction with related parties which could be considered
material in accordance with the policy of the Company on materiality of related party
transactions.
The Company has a Policy on materiality of and dealing with Related
Party Transactions, as approved by the Board, which is available at its:
http://amdindustries.com/Policv%20on%20Related%20Partv%20Transactions.pdf
Material changes and commitments
Barring the adverse financial impact arising out of the COVID-19
pandemic, there were no other material changes and commitments that occurred subsequent to
the end of the financial year till the date of this report, which affects the financial
position of the Company.
Circulation of Annual Reports in electronic form
Circulation of Annual Reports in electronic form Pursuant to the
General Circular No. 10/2022 dated December 28, 2022, issued by the Ministry of Corporate
Affairs (MCA) and Circular SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 issued by
SEBI (hereinafter collectively referred to as "the Circulars"), companies are
allowed to hold AGM through VC, without the physical presence of members at a common
venue. Hence, in compliance with the Circulars, the AGM of the Company is being held
through VC.
Accordingly, the Annual Report of the Company for FY 2023 is being sent
only by email to the members, and all other persons/entities entitled to receive the same.
This Annual Report, along with other documents, is also available on the Company?s
website Circulation of Annual Reports in electronic form. In view of the prevailing
COVID-19 situation and consequent lockdown across the country, the Ministry of Corporate
Affairs (MCA) has exempted companies from circulation of physical copies of Annual Report
for FY2023. This Annual Report, along with other documents, is also available on the
Company?s website www.amdindustries.com.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be disclosed under the
Act, are provided in Annexure III to this Report.
Vigil Mechanism/Whistle Blower policy
The Vigil Mechanism/Whistle Blower Policy of the Company aims to
provide an avenue for directors and employees to raise concerns of any violations of legal
or regulatory requirements, incorrect or misrepresentation of any financial statements and
reports, unethical behavior, violation of Code of Conduct, etc. This policy also aims to
create an environment where individuals feel free and secure to raise the alarm where they
see a problem. It also ensures that whistleblowers are protected from retribution, whether
within or outside the organization.
The Policy on vigil mechanism/whistle blower policy may be accessed on
the Company?s website at:
http://amdindustries.com/Whistle%20Blower%20Policy%20-%20Vigil%20Mechanism.pdf
Particulars of Employees and related disclosures
Particulars of Employees and related disclosures in terms of the
provisions of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are annexed herewith as Annexure IV
to this Report.
Risk Management
Risk is an integral and unavoidable component of business and your
company is committed to managing the risk in a proactive and effective manner. In
today?s challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. The common risks
inter alia are: Regulations, competition, Business risk, Technology obsolescence,
Investments, retention of talent and expansion of facilities. Business risk, inter-alia,
further includes financial risk, political risk, legal risk.
Your Company adopts systematic approach to mitigate risks associated
with accomplishment of objectives, operations, revenues and regulations. During the year,
your company has adopted a Risk Management Policy. Our risk management policy focuses on
three key elements, 1) Risk Assessment; (2) Risk Management; and (3) Risk Monitoring. Risk
Assessment consists of a detailed study of threats and vulnerability and resultant
exposure to various risks. Risk Management and Risk Monitoring are important in
recognizing and controlling risks. Risk mitigation is an exercise aiming to reduce the
loss or injury arising out of various risk exposures.
The Audit Committee of the Company reviews the Risk Management Policy
and its implementation.
Extract of Annual Return
Pursuant to Notification of Ministry of Corporate Affairs dated
28.08.2020, a company shall not be required to attached the extract of the Annual Return
with
the Board?s Report in Form No. MGT.9 in case the web link of such
annual return has been disclosed in the Board?s Report.
Accordingly, the extract of Annual Return may be accessed through the
following link: https://amdindustries.com/Form MGT 7 22.08.2023.pdf
Disclosures
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. The financial results/statement of the Company are placed on the
website of the Company.
2. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
4. Neither the Managing Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its related company.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company?s operations in
future.
6. There is no change in the nature of business.
7. The company does not come under the purview of the Cost Audit.
Secretarial standards of ICSI
The Company has complied with the requirements prescribed under the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2).
Sexual Harassment Policy
All the Company?s units maintain 100% compliance with local and
national laws, regarding ethics and human rights. AMD has formed Internal Complaints
Committees at all of its operational locations where employees can register their
complaints against sexual harassment. This is supported by the Anti-Sexual Harassment
Policy which ensures a free and fair enquiry process with clear timelines for resolution.
All employees are sensitized on these topics through structured training programmes. No
cases of child labour, forced labour, involuntary labour, sexual harassment and
discriminatory employment were reported during the period.
Green Initiative
As in the previous years, this year too, Notice of 40th
Annual General Meeting of the Company and Annual Report of the Company for the financial
year 2022-23 are sent to all members whose e-mail addresses are registered with the
Company/Depository Participant(s). For members who have not registered their e- mail
addresses, requested to register their e-mail ids. Due to Covid-19 copies are not being
sent in the physical mode. The same is available on the website of the Company as well as
of Stock Exchanges.
Acknowledgement
Your Directors take this opportunity to express their sincere
appreciation of the cooperation and support of our customers, business associates and
bankers for their continued support during the financial year.
Your Directors wish to convey our deep appreciation to the dealers of
the Company for their achievements in the area of sales and service, and to suppliers/
vendors for their valuable support.
Your Directors also place on record our sincere appreciation for the
enthusiasm and commitment of Company?s employees for the growth of the Company and
look forward to their continued involvement and support.
|
On behalf of the Board of Directors |
|
Sd/- |
|
Ashok Gupta |
| Place: New Delhi |
Chairman |
| Date: 08-08-2023 |
(DIN- 00031630) |
+91-9892691696
