Amrit Banaspati Company Ltd Management Discussions

Dear Shareholders,

Your Directors have pleasure in presenting the 31^st Annual Report together with the audited statements of accounts of the Company for the financial year ended 31^st March, 2016. The Management Discussion & Analysis has also been incorporated into this report. The figures for the year includes the operations of Amrit Trademart Private Ltd. ("ATPL") amalgamated with the Company w.e.f. April 1, 2015 under the Scheme of Arrangement and, hence, are not comparable with the figures of previous year.

FINANCIAL RESULTS

		(Rs.in lacs)
	2015-16	2014-15
Revenue from operations and other income	4,648.91	4,086.40
Earnings before Interest, Depreciation and Tax (EBIDTA)	1,453.79	1,085.82
Less: Finance Cost	423.36	229.53
Profit before Depreciation (PBD)	1,030.43	856.29
Less: Depreciation	17.41	14.70
Add: Change in depreciation due to Amalgamation	1.68	-
Profit Before Tax (PBT)	1,014.70	841.59
Less: Provision for taxation
- Current Tax	53.97	59.27
- Deferred Tax	(16.30)	(0.44)
- MAT Credit entitlement	(41.01)	(59.27)
- Prior Period Tax Adjustment	(0.71)	-
Net Profit for the year	1,018.75	842.03
Balance brought forward from previous year	11,344.54	11,030.61
Profit available for appropriation	12,363.29	11,872.64
Appropriation
Interim Dividend Paid*	174.30	-
Dividend Distribution Tax on Interim Dividend*	14.99	-
Proposed Final Dividend	-	368.15
Dividend Distribution Tax on proposed Final Dividend	-	74.95
Transfer to General Reserve	800.00	85.00
Balance carried forward to Balance Sheet	11,374.00	11,344.54

(* includes the Interim Dividend & DDT paid during the year by ATPL)

DIVIDEND

The Board of Directors approved payment of Interim Dividend of Rs. 1/- per share of Rs. 10/- each (i.e. 10%) for the year ended 31st March, 2016. The Interim Dividend has already been paid to the Shareholders on 23rd March, 2016. No final dividend has been recommended by the Directors for the Financial Year 2015-16.

SCHEME OF ARRANGEMENT

The Scheme of Arrangement (the "Scheme") between Amrit Trademart Private Limited ("Transferor Company" or "ATPL") and Amrit Banaspati Company Limited ("Transferee Company") was sanctioned by the Honble Allahabad High Court vide order dated 30th May, 2016. Certified true copy of the order of the Honble High Court was filed with the Registrar of Companies, Uttar Pradesh and Uttarakhand and registered on 20th June, 2016. The Scheme is, therefore, effective from 20th June, 2016 being the Effective Date.

In terms of the Scheme:

(a) The Transferee Company has issued and allotted one (1) 7% Redeemable Preference Share of Rs. 10/- each to its Public Shareholders credited as fully paid-up for every one (1) fully paid-up equity share of the face value of Rs.10/- each held by the Public Shareholders on 30.06.2016. These preference shares will be redeemed at a premium of Rs.172/- per preference share i.e. at the redemption amount of Rs.182/- per share within a period of six months but not later than one year from the date of allotment;

(b) Entire business, including all movable/ immovable and tangible/intangible properties, investments, bank balance/cash in hand and provisions of liabilities together with all rights, interests, benefits and obligations concerning the business of the Transferor Company, have been transferred to and vested in the Company with effect from the Appointed Date i.e. 1st April, 2015. In consideration thereof, the Company has issued and allotted five (5) equity shares of Rs.10/- each fully paid up for every eight (8) equity shares of Rs.10/- each fully paid-up of the Transferor Company on 30.06.2016; and

(c) The investment of the Transferee Company in the Transferor Company has been cancelled as a consequence of merger of the Transferor Company with the Transferee Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Economic Scenario

The Indian economy has performed creditably compared to most developed and emerging economies of the world during the last year. The macro-economic condition is stable, consumer price inflation is well under control and the wholesale price inflation is in negative territory and owing to historically low prices of crude oil, minerals and metals, input costs have reduced with the balance of payment situation being better than it has been in the last five years.

Last year, Government realigned its methodology for compiling the countrys GDP, using value-added data that makes it closure to accepted international practice. Based on this, Indias economic growth is estimated to be 7.6%, which is not only higher than the previous year but also the best among the worlds fastest growing economies.

Even as the economy has made progress, this has yet to show a positive impact on significant demand revival and improved corporate earnings. Two consecutive weak monsoon seasons and unseasonal rains along with slow reforms due to political discord remain concerns. However, the current emphasis on ‘Make-in-India, investments in accelerating development of transportation sector, efforts at fiscal rationalization and estimated good monsoon in the current year, are all positive indicators giving optimism that the economy will pickup. This would drive overall growth, generate incomes and lower inflation rate.

Business Strategy

The Company is engaged in the business of trading of various commodities & other items and has deployed surplus funds in treasury operations.

The Company is gradually scaling-up the trading operations. In the current year, additional funds are being deployed from internal resources as well as by obtaining additional financial facilities from the banks. Necessary steps have also been taken to address the bottlenecks experienced in the past so as to give fillip to the trading activities.

Your Companys treasury operations continue to focus on deployment of surplus funds within a well- defined risk management frame-work. All investment decisions for deployment of treasury funds continued to be guided by the tenets of Safety, Liquidity and Return. Your Companys risk management processes ensured that all deployments are made with proper evaluation of the underlying risk while remaining focused on capturing market opportunities.

Operations Review

The Company recorded revenue from operations of Rs. 2,256.30 lacs as against Rs. 2,235.42 lacs in the previous year. The Company posted operating profit (EBIDTA) of Rs. 1,453.79 lacs as against Rs. 1,085.82 lacs in the previous year and the Net Profit after Tax of Rs. 1,018.75 lacs as against Rs. 842.03 lacs in the previous year.

Internal Financial Controls and their adequacy

The Directors have laid-down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Board of Directors evaluates the internal financial control system periodically.

SUBSIDIARY/ASSOCIATE COMPANIES

Kamal Apparels Private Limited ("Kamal") was the wholly owned subsidiary of ATPL. Pursuant to amalgamation of ATPL with the Company, Kamal has become the wholly owned subsidiary of the Company.

The statement pursuant to Section 129(3) of the Companies Act, 2013 relating to the subsidiary companies viz. (i) Navjyoti Residency Private Limited, (ii) Amrit Realities Private Limited, (iii) V K Bajaj Investment Private Limited, and (iv) Kamal Apparels Private Limited and the associate companies viz. (i) Amrit Corp. Limited, and (ii) Amrit Agro Industries Ltd. together with consolidated financial statements for the year ended 31st March, 2016 are attached herewith.

Pursuant to the circular dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Govt. of India and the provision of Section 136 of the Companies Act, 2013, which has exempted the companies from attaching the Annual Reports and other particulars of the subsidiary companies alongwith the Annual Report of the Company, the Annual Reports of the subsidiary/associate companies are not attached with this Annual Report. However, the financial statements of the subsidiary/ associate companies are available for inspection at the Registered Office of the Company by any shareholder of the Company and also available on the website of the Company viz. www.amritbanaspati.com . The financial statements of the subsidiary/associate companies and the related information shall be made available to the shareholders of the Company, seeking such information at any point of time on demand, free of cost.

FINANCE

(i) Share Capital

The paid-up Equity Share Capital as on 1st April, 2015 was Rs.736.30 lacs (excluding the amount representing forfeited shares). During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

After the close of the year, the Company has on 30.06.2016, in accordance with the provisions of the Scheme of Arrangement, issued and allotted 2,82,172 - 7% Redeemable Preference Shares of Rs. 10/- each to the Public Shareholders of the Company credited as fully paid-up in lieu of 2,82,172 equity shares of Rs. 10/- each held by such Public Shareholders in the ratio of one (1) 7% Redeemable Preference Shares of Rs.10/- each for every one (1) fully paid-up equity share of the face value of Rs.10/- each held by public shareholders. Further, in terms of the provisions of the Scheme, the Company has issued and allotted 62,91,616 equity shares to the shareholders of the T ransferor Company in the ratio of exchange provided in the Scheme on 30.06.2016. The paid-up share capital of the Company as on date, stands at Rs.983.39 lacs comprising of Rs.955.17 lacs as equity and Rs.28.22 lacs as preference.

(ii) Fixed Deposits

Your Company has not accepted any public deposits under Chapter 4 of the Companies Act, 2013 ("the Act"). As such, no amount of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

(iii) Particulars of loans, guarantees or investments

Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In accordance with the requirements of Section 135 of the Act, your Company has a Corporate Social Responsibility (CSR) Committee, details of which, including its terms of reference, are provided in the Corporate Social Responsibility Policy (CSR Policy). Your Company has also formulated a CSR Policy, which is available on the website of the Company at www.amritbanaspati.com .

The Annual Report on CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as "Annexure A" and forms integral part of this Report.

RELATED PARTY TRANSACTIONS

No Related Party Transactions were entered into during the financial year 2015-16. All Related Party Transactions entered into in the past were on an 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 Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS

The Board of Directors of the Company has a healthy blend of executive and non-executive directors which ensures the desired level of independence in functioning and decision making. The Board comprises of a Chairman & Managing Director, a Managing Director and four Non-Executive Directors. All the Non-Executive Directors are eminent professionals and bring in wealth of expertise and experience for directing the management of the Company.

(i) Appointment

No change has taken place in the Board of Directors and Key Managerial Personnel (KMPs) during the year.

(ii) Retirement by rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Ashwini Kumar Bajaj and Shri Kamal Budhiraja, retire by rotation and are eligible for reappointment.

(iii) Board Meetings

During the year, five Board Meetings were convened and held, the details of which are as follows:

• May 14, 2015;

• July 08, 2015;

• November 06, 2015;

• February 11, 2016; and

• March 14, 2016.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(iv) Stakeholders Relationship Committee

The Board of Directors has constituted Stakeholders Relationship Committee for speedy disposal of all grievances/complaints relating to shareholders/investors. The terms of reference of the Committee include the following:

• To specifically look into complaints received from the shareholders of the Company;

• To oversee the performance of the Registrar and Transfer Agent of the Company;

• To recommend measures for overall improvement in the quality of services to the investors.

The Stakeholders Relationship Committee comprised of Shri Kamal Budhiraja as Chairman and Shri A. K. Bajaj and Shri J. C. Rana as members, all non-executive directors.

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 31,2016, 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 Notes to 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, 2016 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 systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS

M/s V Sahai Tripathi & Co., Chartered Accountants, have been appointed as Statutory Auditors of the Company for a period of 5 years at the last annual general meeting held on 8th July, 2015 subject to ratification of their appointment by the members at every annual general meeting. The shareholders at the ensuing annual general meeting will consider ratification of the appointment of the Statutory Auditors.

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

Since there were no manufacturing operations during the year, information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure-B" and forms part of this report.

PERSONNEL AND HUMAN RELATIONS

Employee relations were cordial throughout the year in the Company.

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees 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 during the financial year 2015-16 in excess of the prescribed limit.

CODE OF CONDUCT

The Company has adopted Code of Business Conduct & Ethics. This Code is based on three fundamental principles, viz. good corporate governance, good corporate citizenship and exemplary conduct and is applicable to all the Directors and senior management personnel.

The Code of Business Conduct & Ethics, as approved by the Board of Directors, has been displayed at the website of the company, www.amritbanaspati.com , under the heading ‘Investors.

CAUTIONARY STATEMENT

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices, changes in government regulations, tax laws, economic development regulations, within the country and other factors such as litigation and industrial relations.

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 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

N.K. Bajaj

Chairman & Managing Director

Place : Noida

Date : June 30, 2016