Amforge Industries Ltd Directors Report.

To the Members,

Your Directors are pleased to present the 49th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended on 31/03/2021.

(Rs. in 000s)

Particulars Year ended on 31/03/ 2021 Year ended on 31/03/2020
Total Income 28,032.62 29,450.32
Profit/(Loss) before Interest, Taxes, Depreciation, Amortization & 13,142.82 14,342.43
Exceptional Items
Less: Finance Cost 5119.95 4,296.48
Less: Depreciation & Amortization 4,680.03 4,948.57
Less: Exceptional Items - 5153.65
Profit / (Loss) before Tax 3,342.84 (56.27)
Current Tax 575.00 -
Deferred Tax (454.00) (314.00)
Profit / (Loss) for the period 3,221.84 257.73
Surplus/(Deficit) in statement of Profit & Loss at the beginning of the Financial Year (5,40,342.42) (5,40,600.15)
Add: Profit / ( Loss ) for the period 3,221.84 257.73
Surplus / (Deficit) in Statement of Profit & Loss at the end of the Financial Year (5,37,120.58) (5,40,342.42)

FINANCIAL PERFORMANCE:

During the financial year under review, your Company registered a total income of 28032.62 as against 29450.32 thousand, in the previous year and earning profit before interest, depreciation, exceptional items and tax 13142.82 thousand as against 14342.43 thousand in the previous year. e profit before tax for the year is 3342.84 thousand as against loss of 56.27 thousand in the previous year.

DIVIDEND:

No dividend on the equity shares for the year ended on 31/03/2021.

SHARE CAPITAL:

During the Financial Year under review, the paid up Equity Share Capital of the Company was 287.74 Lakhs. e Company has not issued any shares with differential voting rights / stock options and instruments convertible into equity shares.

DIRECTORS:

Name Designation Remarks
Mr. Rakesh Khanna Independent Director Resigned w.e.f. 02/09/2020
Ms, Reshma Yogiraj Makar Non-Executive Non-independent Resigned w.e.f. 11/11/2020
Mr. Ajit Pandurang Walwaikar Additional Directors Appointed on 11/11/2020 subject to
Ms.Archana Makar Soi approval of the shareholders.

KEY MANAGERIAL PERSONNEL:

Name Designation Remarks
Mr. Chetan Prakash Pania, Company Secretary and Compliance Officer Resigned w.e.f. 01/08/2020
Mr. Kinshuk Rajkumar Tiwari -do- Appointed on 30/01/2021

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to Section 149 (4) of the Companies Act, 2013 ("the Act") every listed public company shall have at least one-third of the total number of directors as independent directors and the Central Government may_prescribe the minimum number of independent directors in case of any class or classes of public companies.

Sr. No. Name of the Independent Director Date of appointment / Reappointment Date of passing of Special Resolution, if any.
1. Mr. Sunil K. Aggarwal 12/09/2019 16/09/2019
2. Mr. Ajit P. Walwaikar 11/11/2020 To be passed in this AGM
3. Mr. Sanjay R. Patel 11/11/2016 19/09/2017

All the above Independent Directors meet the criteria of ‘independence prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of independence as required under section 149 (7) of the Act, 2013.

EXTRACT OF ANNUAL RETURN (MGT-9):

Pursuant to Section 134 (3) (a) and Section 92(3) of the Companies Act, 2013, read with rule 12(1) of the Companies (Management & Administration) Rules, 2014, an extract of the Annual Return as at 31/03/2021 can be seen in the Companys website: www.amforgeindia.in

AUDITORS:

M/s. J Singh and Associates, Chartered Accountants, (Firm Registration No.110266 W) was appointed as Auditor of the Company for a term of 5 (five) consecutive years, at the 47th Annual General Meeting of the shareholders of the Company held on 16/09/2019.

The observations and comments given by the Auditors in their Report read together with notes on Financial Statement are self-explanatory and hence do not call for any further comments under section 134 of the Act.

SECRETARIAL AUDITOR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013("the Act"), and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report for the financial year under review issued by M/s. Sandeep Dubey & Associates, Practicing Company Secretaries, (C.P.No.17902), (ACS:47940) is annexed as Annexure-"A".

The observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act and the said Report is not having any qualification, reservation or adverse remarks.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Schedule-V of the SEBI (LODR) Regulations, 2015, Certificates issued by the Practising Company Secretary, confirming the compliance of the Corporate Governance for the financial year, under review is annexed as Annexure-"B" and "C".

BOARD OF DIRECTORS MEETING:

During the Financial Year, under review, the meetings of Board of Directors held on 31/07/2020, 24/08/2020, 11/11/2020 and on 30/01/2021.

PERFORMANCE EVALUATION OF BOARD:

Pursuant to the provisions of the Companies Act, 2013, and the SEBI (LODR), Regulations, 2015, meeting of Independent Directors was not held to carry out the performance evaluation of the Non-Independent Directors due to pandemic covid-19, 2nd wave and lockdown imposed by state government.

COMMITTEES OF THE BOARD:

Pursuant to Companies Act, 2013, read with applicable Rules made thereunder and the SEBI (LODR), Regulations, 2015, the following committees are constituted:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Stakeholders Relationship Committee.

The composition of the committees, meetings, and attendance thereof is available in the Corporate Governance of this report.

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility is not applicable to the Company pursuant to provisions of Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

RELATED PARTY DISCLOSURE:

There were no material transactions during the financial year under review. However, arms length transactions have taken place between the related parties, which are as follows:

(Rs. in 000s)

Name of the Parties Opening Balance as of 01/4/2020 ICD /Loan Transaction Closing Balance as of 31/03/2021 Max amount outstanding during the year Other Transactions
Received Repaid Payment / Provision of int. Payment of rent Payment of Salary / fees
Viniyog Investment and Trading Co. Pvt. Ltd. 32,950.00 3,000.00 16,250.00 19,700.00 34,950.00 3,911.59 - -
Nainesh Trading & Consultancy LLP - 6,000.00 6,000.00 - 6,000.00 - - -
Makar Estate - - - - - - 120.00 -
Total 32,950.00 9,000.00 22,250.00 19,700.00 40,950.00 3,911.59 120.00 -

MANAGEMENT DISCUSSION AND ANALYSIS:

There were no manufacturing activities to report on Management Discussion and Analysis pursuant to Regulation 34(2) (e) of SEBI (LODR) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Directors confirm that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed.

1. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 Account of the Company for the year ended on the date.

2. 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.

3. The Annual Accounts have been prepared on a going concern basis.

4. The company has followed a proper internal financial control and that such internal financial controls are adequate and were operating effectively.

5. A system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REMUNERATION PAID TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 ("the Act") read with Rules forms part of the Report. e Directors and Key Managerial Personnel of the Company is drawing remuneration, within the limits prescribed under the Act and Rules, thereof.

VIGIL MECHANISM:

The Company has vigil mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (LODR), Regulations, 2015. The Whistle Blower Policy to enable the Directors, Employees and all Stakeholders to report genuine concerns to provide adequate safeguard against victimisation of person who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. The said policy is available on the Companys website: www. amforgeindia.in

RISK MANAGEMENT POLICY:

The current level of operations of the Company does not require Risk Management Policy. The Board shall review and adopt such a policy, if applicable.

INTERNAL AND FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable weakness observed.

FIXED DEPOSITS:

Pursuant to Section 73(1) of the Companies Act, 2013 and the rules made thereunder, the Company has not accepted any deposits within the meaning

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to provisions of the Companies Act, 2013, there is no amount of interest, dividend, etc., pending unpaid for more than seven years with the Company.

CERTIFICATION BY CHIEF EXECUTIVE OFFICER / CHIEF FINANCIAL OFFICER:

Pursuant to Regulation 17 (8) of SEBI (LODR), Regulations, 2015, the Chief Executive Officer / Chief Financial Officer, complied by issuing the necessary certificate for the financial year ended on 31/03/2021.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Pursuant to Section 134 of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, conservation of energy, technology absorption and foreign exchange earnings and outgo are as under:

Description 2021 2020
Power Consumption NIL NIL
Diesel Oil NIL NIL
Technology Absorption NIL NIL
Foreign Exchange Earning NIL NIL
Foreign Exchange Outgo NIL NIL

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORK PLACE:

Pursuant to Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013, during the year, under review, there were no cases filed/ pending.

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT:

Your directors thankful to yours continued support and co-operation.

By Order of the Board of Directors
AMFORGE INDSUTRIES LIMITED
Hudson D costa
Managing Director
DIN: 07893177
Place: Mumbai
Date: 04/08/2021