ams polymers ltd share price Directors report


Dear Members,

Your Directors are delighted to present the 38111 Annual Report of your Company together with the Audited Annual Accounts for the financial year ended 31s1 March, 2023.

1. Financial Results

The Financial Performance of your Company for the year ended March 31,2023 is summarized below:

(Amount in Rs. Lacs)

Particulars

Financial Year ended

31st March, 2023 31st March, 2022

Total Income

8505.23 5259.26

Total Expenditure

8429.57 5245.50

Profit before tax

75.65 13.75

Provision for tax

19.62 4.99

Deferred Tax Liabilities (Assets)

0.047 0.085

Short Provision of tax of earlier years

- -

Profit after Tax

55.98 8.84

Profit/(Loss) b/f of previous year

8.84 (14.78)

Capital Reserve

- -

Balance of Profit/(Loss) carried to Balance Sheet

0.71 (8.14)

Paid-up Share Capital

330.25 330.25

Reserves and Surplus

0.71 (8.14)

2. Dividend

In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for the year under review.

3. Reserves

In view of insufficiency of profits, no amount is proposed to be transferred to Reserves for the year under review.

4. Brief description of the Companys working during the year:

During the year under review, the total revenue of the Company was Rs. 8505.23 lacs as against Rs. 5259.26 lacs in the previous year. The company earned a net profit (after tax) of Rs. 55.98 lacs against a net profit (after tax) of Rs. 8.84 lacs during the previous year.

5. Change in the nature of business, if any

During the year under review, the Company had no change in the nature of its business activity.

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

During the period between the end of the financial year of the company and the date of the report, there are no material changes and commitments which affect the financial position of the company.

7. Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future

During the year, there is no significant and material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and companys operations in future.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary. During the year, no company has become or ceased as subsidiary/Joint- venture/Associate of the company.

10. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement

During the year, no consolidated financial statements have been prepared by the company as the Company has no subsidiary, associates and joint venture companies.

11. Public Deposits

Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The details relating to deposits, covered under Chapter V of the Act is as under-

(a) accepted during the year

Nil

(b) remained unpaid or unclaimed as at the end of the year

Nil

(c) () whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved atthe beginning ofthe year (ii) maximum during the year (iii) atthe end ofthe year

N.A. since the company has not accepted any deposits.
Nil
Nil
Nil

12. Auditors

A. Statutory Auditors:

M/s. KVA & Company, Chartered Accountants, New Delhi, the Statutory Auditors of the Company (Firm Registration No. 017771C), had been reappointed for a further period of five years by the shareholders in 35th Annual General Meeting of the Company held on 21st December, 2020 i.e the conclusion of 35th Annual General Meeting till the conclusion of the 40th Annual General Meeting of the Company as per the requirement of Section 139(1) of Companies Act, 2013 and rules made thereunder.

As per the Companies (Amendment) Act, 2017 and rules made thereunder, w.e.f. May, 07, 2018, the Central Government notified the omission of the requirement related to ratification of appointment of Auditors by members at every Annual General Meeting. Accordingly the resolution for ratification has not been placed before the members.

Statutory Auditors Report:

The comments on statement of accounts referred to in the report of the Auditors are self-explanatory. Auditors Report does not contain any qualification, reservation or adverse remark.

B. Secretarial Auditors:

As required under Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board has appointed M/s. Kundan Agrawal & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the FY 2022-23.

Secretarial Audit Report

There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in its Secretarial Audit Report for the Financial Year 2022-23.

The company has also obtained a certificate from M/s Kundan Agrawal & Associates, Practicing Company Secretary confirming that none of the Directors on the Board of the Company has been debarred or disqualified by the Securities

and Exchange Board of India/ Ministry of Corporate Affairs or any such Statutory Authority from being appointed or continuing as Directors of Companies.

The Secretarial Audit Report and Certificate regarding non-disqualification of Directors for the F. Y. 2022-23 are provided as Annexure-1(A), 1(B) respectively.

C. Internal Auditor:

Pursuant to the provision of the Companies Act, 2013, and Rules framed thereunder, the Board of Directors on the recommendation of the Audit Committee had appointed M/s. Sanghi & Co., Chartered Accountants as the Internal Auditor of the company for the FY 2022-23.

13. Cost Audit

Pursuant to Section 148 read with Companies (Cost Records and Audit) Rules, 2014 and due to turnover based criteria as prescribed by Central Government, the company is not required to maintain Cost Records for the product being manufactured and get the same audited by Cost Auditor.

14. Share Capital

A Issue of equity shares with differential rights:

During the year, company has not issued any equity shares with differential rights.

B Issue of sweat equity shares

During the year, company has not issued any Sweat equity shares.

C Issue of employee stock options

During the year, company has not issued employee stock options.

? Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

Nil

E Bonus Shares

No bonus shares were issued during the year under review.

F Forfeiture of Shares

No further forfeiture of Shares occurred during the year under review.

15. Extract of the Annual Return (MGT-9)

The extract of the Annual Return in Form No. MGT-9 is annexed herewith (Annexure 2).and the Annual Return for the financial year 2022-23 pursuant to Section 92(3) of the Companies Act, 2013 will be placed on website of the Company after completion of Annual General Meeting and the same can be accessed on the web linkwww.amspolymers.com.

16 Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy

The company has undertaken various energy efficient practices which have strengthened the Companys commitment towards becoming an environment friendly organization. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible, company is utilizing alternate sources of energy.

(A) Technology absorption

The business of the company is not technology driven. No technology has been imported. There is nothing to be disclosed on account of technology absorption.

(B) Foreign exchange earnings and Outgo during the year:

Foreign Exchange Earned in terms of actual inflows

Nil

Foreign Exchange outgo in terms of actual outflows

Nil

17. Corporate Social Responsibility (CSR)

In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable to the Company.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

There is no Appointment or Cessation of Directors during the year under review.

However Mr. Pradeep Jha, Chief Financial Officer of the Company resigned from the post of Chief Financial Officer w.e.f. 16.08.2022, and Mr. Rohit Kumar was appointed as Chief Financial Officer of the Company w.e.f 16.08.2022.

Director liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Anand Kumar (DIN: 01381489), Director of the Company, retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment.

Considering the background and experience of Mr. Anand Kumar, the Board is of the opinion that his re-appointment will immensely benefit your Company. The Board recommends his appointment.

Brief profile of Mr. Anand Kumar

Mr. Anand Kumar, aged 60 years, is a commerce graduate with over 36 years of experience in various industries. He began his career by establishing a Chemical Trading Company and Diversified it into a specialty chemical manufacturing company, footwear sole Manufacturing company and hospitality industry. Presently, Mr. Anand Kumar does not hold Directorship in any other public limited company except SaiMoh Auto Links Limited.

Mr. Anand Kumar holds 6,68,949 share s constituting 20.26% of the paid up Share Capital of the Company as on 31st March, 2019.

Except Mr. Arpit Goel, Non-Executive Director of the Company, Mr. Anand Kumar (DIN: 01381489) does not have a relationship with any of the existing Directors and Key Managerial Personnel.

B) Declaration by Independent Directors

Your Company has received necessary declaration from each Independent Director of the Company under Section 149(6) of the Companies Act, 2013 read with the applicable Listing Regulations, 2015, confirming that they meet with the criteria of independence as prescribed under the prescribed provisions.

Formal Annual Evaluation

In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year, the Board adopted a formal mechanism for evaluating its performance as well as that of its Committees and Individual Directors. Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board function.

The evaluation of Independent Directors was carried out by the entire Board and Non - Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

19. Number of meetings of the Board of Directors

Eleven (9) meetings of the Board of Directors were held during the year on 20.04.2022, 26.06.2022, 05.08.2022,16.08.2022, 24.08.2021,02.09.2022, 14.11.2022, 09.12.2021,02.02.2023.

One separate meeting of Independent Directors of the Company was held on 23.03.2023.

20. Committees of the Board

During the year under, in accordance with the Companies Act, 2013, the Board reconstituted some of its Committees. The Committees are as follows:

* Audit Committee

* Stakeholders Relationship Committee

* Nomination and Remuneration Committee

Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided in the Report of Corporate Governance as a part of this Annual Report.

21. Board Evaluation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board function.

The performance of the Board was evaluated by the Board on the basis of Performance Evaluation Policy formulated by the Board and after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc. and on such further criteria as is set out in the Performance Evaluation Policy (As per Annexure 3) formulated by the Nomination and Remuneration Committee and approved by the Board to evaluate the performance of the Board and its Committees.

The Board and the Nomination and Remuneration Committee ("NRC") 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, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors held on 23.03.2023, performance of non-independent Directors, performance of the board as a whole was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

22. Policy on DirectorsAppointment and Remuneration

Your Company has a policy to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2022, the Board consisted of 4 members out of which 1 (One) is Executive Director, 1 (One) is Non-Executive Director and 2 are Woman Independent Directors.

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is attached as Annexure - 4 to the Board Report. Further the remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

23. Risk Management Policy and Internal Control

The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanism to identify access, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

This year, our industry has been impacted by the COVID 19 Pandemic and the subsequent lockdown on economic activity. However, your company has shown resilience during this time and we believe we will come out stronger.

24. Whistle Blower Policy and Vigil Mechanism

Your Company has established a "Whistle Blower Policy" and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about the unethical behavior actual or suspected, fraud or violation of the Companys code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website of the company. The same can be accessed at the website of the Company i.e. www.amspolymers.com.

25. Particulars of loans, guarantees or investments under Section 186

Particulars and details of loans given, investments made or guarantees given and securities provided, if any, are given in the Notes to the Financial Statements.

26. Contracts and arrangements with related parties

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the www.amspolymers.com.

As a matter of Companys policy, all contracts/arrangements/transactions, if any, which entered by the company with related parties were in the ordinary course of business and details and prescribed particulars of all such transactions (if any), are contained in the Notes to the Financial Statements.

Details of related party transactions entered during the year under review are provided in AOC-2 annexed herewith and forms part of this Report as per Annexure-5.

27. Corporate Governance:

Although, the provisions of Listing Regulations with respect to the Corporate Governance are not applicable on your Company. However, your Company has been benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Regulation 17 to 27 and any other applicable Regulation of the SEBI under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

A separate "Report on Corporate Governance" together with requisite certificate obtained from Statutory Auditors of the Company, confirming compliance with the provisions of Corporate Governance as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.

28. Directors Responsibility Statement

Pursuant to Section 134(3) (c) read with 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and belief confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards had been followed and no material departures have been made 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 at the end of the financial year i.e. on 31 stMarch, 2023 and of the profit or loss of the company for that period;

(c) the directors had 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating efficiently; 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.

29. Particulars of Employees

There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 10. 2 Lacs or more or employed for part of the year who were in receipt of remuneration of Rs. 8.5 lacs or more a month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure - 6.

The Nomination and Remuneration Committee of the Company has affirmed in its meeting held on August 16, 2022 has affirmed that the remuneration paid to the Senior Management Employee/KMPs is as per the remuneration policy of the Company.

30. Internal Financial Control and Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its asset, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

The Company has an adequate internal controls system commensurate with its size and the nature of its business. All the transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters are monitored and controlled. The top management and the Audit Committee of the Board of Directors review the adequacy and effectiveness of internal control systems from time to time.

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 read with Rules thereunder

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassment during the year under review.

32. Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which need to be mentioned in this Report.

33. Secretarial Standards

The Company has complied with the provisions of the applicable Secretarial Standards, i.e. SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings).

34. Human Resources

Your Company treats its "human resources" as one of its most important assets. We focus on all aspects of the employee lifecycle. This provides holistic experience for the employees as well. During their tenure at the Company, employees are motivated through various skill development programs. We create effective dialogue through our communication channels to ensure effective dialogue through our communication channels to ensure that feedback reach the relevant team, including leadership.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

35. Segment-wise performance

The Company is into single reportable segment only.

36. Management Discussion and Analysis

The Management Discussion and Analysis Report on the business of the Company and performance review for the year ended March 31, 2023, as stipulated in Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate report which forms part of the Report.

37. Disclosure of Accounting Treatment

The financial statements for the financial year 2022-23 have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other recognized accounting practices and policies to the extent applicable.

38. Listing of Shares

The shares of your Company are listed at Bombay Stock Exchange Limited, Ahmedabad Stock Exchange, Ludhiana Stock Exchange Ltd. and Delhi Stock Exchange Ltd.

39. Acknowledgements

Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Board of India (SEBI), the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish to express their sincere appreciation for their continues co-operation and assistance. We look forward for their continued support in future.

Your directors would like to express their sincere appreciation for the assistance and cooperation received from banks, customers, vendors, Government, members and employees during the year under review.

AMS POLYMERS LIMITED (Formerly, Sai Moh Auto Links Ltd) : 38th ANNUAL REPORT Finally, the Directors thank you for your continued trust and support.

For and on Behalf of the Board of AMS Polymers Limited (Formerly, Sai Moh Auto Links Limited)

Sd/-
(Anand Kumar)

?ate: 01stSeptember, 2023

Managing Director

Place: New Delhi

DIN: 01381489