share holding share price Directors report

Your directors are pleased to present the 51st Annual Report and the Companys Audited Financial Statements for the year financial year ended 31st March 2023.

1. REVIEW OF OPERATIONS:

The financial results for the year ended 31st March 2023 have been prepared by Indian Accounting Standards.

During the financial year ended 31st March 2023, the Company has made a profit of INR 20.53 Lakh (Previous year Profit of INR 59.12 Lakh before tax and exception items and a profit of INR 18.86 lakhs (previous year profit of INR 162.15 lakhs) after tax and exceptions items.

2. FINANCIAL RESULTS:

Rs. in lakh

DESCRIPTION	2022-2023	2021-2022
Income from Operations	-	-
Other Income	273.18	270.37
Profit/(Loss) before Depreciation & amortisation	53.97	102.84
Depreciation & Amortisation	33.44	43.72
Net Profit / (Loss) before Provision for Tax	20.53	59.12
Provision for Income Tax	(3.20)	(8.69)
Deferred Tax (Net)	1.53	111.72
Profit after Tax	18.86	162.15

3 DIVIDEND:

Your directors have not recommended any dividend.

4. SHARE CAPITAL:

The companys paid-up equity shares capital as of 31st March 2023 has been Rs. Rs.288 Lakhs comprising 14387212 equity shares of Rs.2/- each. The Company has not issued any employee stock options, sweat equity shares, or shares with differential voting rights

5. FIXED DEPOSIT:

The Company has neither accepted nor renewed any deposits during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company have occurred between the period to which this financial statement relates and the date of this report.

7. CHANGE IN NATURE OF BUSINESS :

There is no change in the nature of business.

8. HOLDING, SUBSIDIARY, AND ASSOCIATE COMPANIES:

M/s Viniyog Investment and Trading Company Private Limited and Nainesh Trading and Consultancy LLP are Associate Companies. The company has neither subsidiaries nor holding companies.

9. DIRECTORS RESPONSIBILITY:

By provisions of Section 134 (5) of the Companies Act, 2013 ("the Act"), the Board hereby confirms its Responsibility Statement:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with a proper explanation:
2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 the year ended 31st March 2023;
3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records by the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
4. The directors had prepared the annual accounts on a going concern basis;
5. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and
6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively
10. DISCLOSURE OF COMPLIANCE WITH SECRETARIAL STANDARDS :

The Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Companys Board comprises the following directors at present:

Name	Designation	Appointed
Mr. Sanjay Rajaram Posam	Independent Director	For 5 years (50th AGM held on 15/09/2022)
Mr.Navin Chandramani Sharma	Independent Director
Mr.Ajit Pandurang Walwaikar	Independent director	For 5 years (49th AGM held on 15/09/2021)
Mr.Sunil Kewalkishan Aggarwal	Independent Director	2nd term for 5 years .( 47th AGM held on 16/09/ 2019)
Mr. Puneet Yogiraj Makar	Director (Promoter)	Liable to retire by rotation
Ms. Archana Makar Soi	Director
Mr. Hudson Joseph DCosta	Managing Director	For a period of 3 years w.e.f. 01/8/2020

All the Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013, to qualify themselves for the continuance as Independent Directors under the provisions of the Companies Act, 2013, and the relevant rules.

THE KEY MANAGERIAL PERSONNEL:

Name	Designation	Appointed
Mr. Hudson Joseph DCosta	Chief Executive Officer	Appointed pursuant to Section 203 (3) of the Companies Act, 2013
Mr. Jayesh Vinodchandra Thakkar	Chief Financial Officer
Mr. Kishuk Rajkumar Tiwari	Company Secretary & Compliance Officer

12. COMMITTEES OF THE BOARD AND MEETINGS:

The Board is having three Committees:

• Audit Committee
• Nomination & Remuneration Committee
• Stakeholders Relationship Committee

A detailed note on Board and its committees is provided in the Corporate Governance Report.

During the financial year, Four Board meetings were held and the details of which are given in the Corporate Governance Report. The intervening gap between the meetings is within the period prescribed under the Companies Act, 2013. The details of the constitution of the Board and its Committees are given in the Corporate Governance Report.

4. CORPORATE GOVERNANCE:

A report on Corporate Governance as stipulated under Schedule V and Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite certificate from a practicing company secretary confirming compliance with the conditions of Corporate Governance as stipulated is annexed to the Corporate Governance report.

5. REMUNERATION PAID TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Disclosures about remuneration and other details, as required under section 197 (12) of the Companies Act, 2013 ("the Act") read with rules form part of the Report. The Directors and Key Managerial Personnel of the company are drawing remuneration within the limits as prescribed under the Act and Rules, thereof.

6. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance of the Board and the Non-Independent Directors was considered and evaluated by the independent directors at their meeting held on 10/2/2023 without the participation of the non-independent directors and key managerial personnel.

7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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 was observed.

8. REPORTING OF FRAUDS:

There was no instance of fraud during the financial year 2022-23, which requires the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the rules made there under.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has not adopted any Policy for dealing with Related Party Transactions. However, the following arm-length transactions have taken place:

(Rs.000)

Name of the Parties	Opening Balance as of 01/04/2022	ICD /Loan Transaction		Closing Balance as of 31/03/2023	The max amount outstanding during the year	Other Transactions
		Received	Repaid			Payment / Provision of interest	Payment of rent	Payment of Salary/ fees
Viniyog Investment and Trading Company Private Limited.	17,100.00	-	-	17,100.00	17,100.00	1846.80	-	-
Nainesh Trading & Consultancy LLP	-	-	-	-	-	-	-	-
Makar Estate	-	-	-	-	-	-	120.00	-
Total	17,100.00			17,100.00	17,100.00	1846.80	120.00	-

10. AUDITORS:

STATUTORY:

M/s. J Singh and Associates, Chartered Accountants (Firm Registration No. 110266 W) were reappointed as the statutory auditors of the Company at the 47th AGM for a further period of 5 years to hold office until the conclusion of the 52nd AGM to be held in the year 2024.

SECRETARIAL:

M/s. Sandeep Dubey & Associates, Practicing Company Secretary, were appointed as Secretarial Auditor by the Board of Directors. The report of the Secretarial Auditor is annexed to this report.

COST AUDITOR AND MAINTENANCE OF COST RECORDS:

The business activity of the Company is not covered under Rule 3 of The Companies (Cost Records and Audit) Rules, 2014. Accordingly, the maintenance of cost records under section 148(1) of the Companies Act, 2013 is not applicable.

11. RISK MANAGEMENT:

The Company has not adopted any Risk Management Policy since it is not applicable as per regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

12. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS:

The company has not given any loans, or guarantees or made any investments under section 186 of the Companies Act, 2013 during the financial year ended 31st March 2023.

13. POLICY ON PREVENTION, PROHIBITION, AND REDRESSAL OF SEXUAL HARASSMENT AT THE WORKPLACE:

As the company has no woman employee and the total no of employees are less than ten, it is not required to form an internal complaints committee as per section 6 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressed) Act, 2013. Accordingly, all the concerns shall be reported to every District officer(s) notified by the appropriate Government.

14. AUDIT COMMITTEE AND WHISTLE BLOWER POLICY:

Pursuant to section 177(8) of the Companies Act, 2013, the information about the composition of the Audit Committee and other details are given in the Corporate Governance Report, forming part of this report. The Board has accepted the recommendations of the Audit Committee

The Company has adopted Whistle blower policy to report genuine concerns. This may be viewed on the Companys website of the Company https://www.amforegeindia.in

15. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibility do not apply to the Company for the financial year 2022-23.

16. ANNUAL RETURN:

The annual return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with relevant rules is placed on the website of the Company https://www.amforgeindia.in

As per the Companies Amendment Act, 2017, the provisions regarding the extract of Annual Return in the form of MGT-9 have been dispensed with.

17. PARTICULARS OF EMPLOYEES:

The Company has no employee whose salary exceeds the limits as prescribed under Rule (5) (2) of Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014.

The statement containing the information as required under the provisions of Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

18. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO Conservation of Energy and Technical Absorption:

The business of the Company does not have manufacturing activities. The particulars prescribed under Section 134 of the Companies Act, 2013 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to the conservation of energy and technology absorption do not apply to the limited business operations of the Company.

Foreign Exchange Inward - NIL. Foreign Exchange Outward - NIL

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys Operations in the future.

20. EXPLANATION OF QUALIFICATION MADE BY THE AUDITORS IN THEIR REPORTS:

There are no adverse remarks by the Auditors of the Company.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

ACKNOWLEDGEMENT:

The Board of Directors expresses their thanks to the shareholders for their continued support and assistance.

By Order of the Board

For AMFORGE INDUSTRIES LIMITED