Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 28th Annual Report on the
performance of the Company for the Financial Year ended 31st March,
2015.
1. STATEMENT OF COMPANY'S AFFAIRS:
i. Financial Summary:
The performance of the Company for the financial year ended 31st March,
2015 is summarized below:
(Rupees in Lacs)
Particulars 2014-2015 2013-2014
Gross Income 5814.86 6157.27
Gross Profit after interest but before
depreciation & taxation & Exceptional items (55.74) (171.74)
Depreciation 168.03 105.72
Profit before Exceptional Items & Tax (112.29) (277.46)
Exceptional Item --- --
Net Profit before Taxation (112.29) (277.46)
Tax Expenses
Tax adjustments for earlier year 6.00 (0.00)
Provision for Taxation 0.00 43.11
Deferred Tax 15.34 12.60
Net Profit after Tax (90.94) (333.17)
ii. Performance Review:
The Financial Year 2014-15 although was less favorable for the Company
due to recession in business, and the Company has witnessed the
downfall in its gross income figure from Rs. 6157.27 lacs in the
previous financial year to Rs. 5814.86 lacs during this financial year.
In addition to this the Company has suffered the losses of Rs. 90.94
Lacs as compared to the loss of Rs. 333.17 Lacs during the previous
year. Your Director's are hopeful of better performance in the near
future.
iii. Transfer to Reserves:
As the Company had suffered losses in the financial year under review,
the Company has not transferred any amount to Reserves and Surplus of
the Company during the year under review and no amount is presently
proposed to be carried to the reserves.
iv. Dividend:
Due to operating losses, Board has not recommended the dividend on the
equity shares of the Company for the financial year ended 31st March,
2015.
v. Revision of Financial Statements or Board's report:
The Board of Directors of the Company has not revised the Financial
Statements and Board's report of the financial year under review.
vi. Material changes and commitments subsequent to the Balance sheet:
The appointment of Mr. Ankit Aggarwal and Mr. Kanwal Kumar was ratified
by the shareholders of the Company by the means of postal ballot dated
1st May, 2015 who were appointed as an additional Independent
Non-Executive Directors of the Company by the Board w.e.f 25th March,
2015. Further, Mr. Dharam Pal Aggarwal an existing Independent director
was appointed as an Independent Non-Executive Director w.e.f 25th
March, 2015 in accordance with the provision of Companies Act, 2013 and
his appointment was ratified by the shareholders through postal ballot
dated 1st May, 2015.
vii. Key changes in the Nature of business:
There were not any key changes in the nature of the business during the
year under review.
viii. Operations and Future Outlook during the year :
The Financial year 2014-15 witnessed the downfall in the business and
the Amco's market share has fallen because of stiff competition in the
market. It has been observed during the year that the entry of some
large scale industries have spoiled the market by creating the
abundance of supplies with no increase in actual demand of the product.
However, the Company is now trying to change its market strategy and
the improvements were seen during the year. The gross sales of the
Company have increased and there has been reduction in the losses.
The Company is in the process of bringing in better technology &
expanding its areas of operation and hopeful of good results in the
near future.
2. DIRECTORS:
i. Meetings of the Board:
The Board met five (5) times during the Financial Year 2014-15, in
respect of those meetings proper notices were given and the proceedings
were properly recorded. The intervening gap between any two meetings
was within the period prescribed under Companies Act, 2013 and Listing
Agreement on Corporate Governance. For further details regarding number
of meetings of the Board and its committees, please refer Corporate
Governance Report, annexed to the Annual Report.
ii. Changes in Board of Directors:
a. Inductions:
Women Director: Ms. Vidhu Gupta was appointed as an Additional Director
of the Company by the Board of Directors w.e.f 30th July, 2014 and her
appointment was later ratified as Whole Time Director in the Annual
General Meeting held on 24th September, 2014 for the Financial Year
2013-14. Independent Non Executive Directors: Mr. Ankit Aggarwal & Mr.
Kanwal Kumar were appointed as additional directors in the capacity of
the Independent Non Executive Director w.e.f 25th March, 2015 and their
appointment was ratified by the shareholders in their meeting called
through postal ballot on 1st May, 2015. Further, the appointment of Mr.
Dharam Pal Aggarwal the existing director of the Company as an
Independent Non Executive Director as per the provisions of the
Companies Act, 2013 was ratified by shareholders on 1st May, 2015 by
postal ballot.
b. Resignations:
During the year under review Mr. Rakesh Gupta and Mr. Neeraj Gupta, Non
- Executive Independent Directors resigned from the directorship of the
Company w.e.f 25th March, 2015 owing to some unavoidable reasons.
iii. Declaration by Independent Directors:
The Company has received necessary declaration from each of the
Independent Directors under Section 149(7) of the Companies Act, 2013,
that they meet the criteria of independence laid down in Section 149(6)
of the Companies Act, 2013 and under Clause 49 of the Listing Agreement
on Corporate Governance.
iv. Training of Independent Directors:
The Company has adopted a Training Policy for training of Independent
Directors which inter-alia includes the various familiarisation
programmes in respect of their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, business
model of the Company etc. Further, the same is also taken care during
the various strategy meets of the Company and different presentations
in the Board/Committee meetings on the statutory Laws. The details of
such familiarization programmes/Training Policy have also been posted
on the website of the Company at www.amcoindialimited.com.
v. Separate Meeting of Independent Directors:
The Independent Directors were fully kept informed of the Company's
activities in all its spheres. During the year under review, a separate
meeting of Independent Directors was held on 27th February, 2015 and
the IDs reviewed the performance of:
i. Non - IDs, viz. Mr. Surender Kumar Gupta, Managing Director, Mr.
Rajeev Gupta,
Whole - Time Director & Chief Financial Officer and Mrs. Vidhu Gupta,
Woman Director, and
ii. The Board as a whole.
The Independent Directors also reviewed the performance of Chairman of
the Company.
They also assessed the quality, quantity and timeliness of flow of
information between the Company's management and the Board that are
necessary for the Board to effectively and reasonably perform their
duties.
vi. Key Managerial Personnel (KMPs):
Mr. Rajeev Gupta, Whole - Time Director was assigned an additional
charge of Chief Financial Officer of the Company, thus designated as
Whole Time Key Managerial Personnel of the Company. Mr. Surender Kumar
Gupta, Managing Director and Ms. Aayushi Gupta, Company Secretary were
designated as 'Whole Time Key Managerial Personnel of the Company in
terms of Section 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
vii. Performance Evaluation Criteria:
The Clause 49 of the Listing Agreement mandated that the Board shall
monitor or review Board evaluation framework. The Companies Act, 2013
states that a formal annual evaluation needs to be made by the Board of
its performance and that of Committees and of the Directors. The
Schedule IV of the Companies Act, 2013 states that the performance
evaluation of the Independent Directors shall also be done by the
entire Board of Directors, excluding the Director being evaluated.
The evaluation of all the directors and the Board as the whole was
conducted based on the criteria and framework adopted by the Board. The
Board works with the Nomination & Remuneration committee to lay down
the evaluation criteria for the performance of
executive/non-executive/independent directors through a peer evaluation
excluding the Director being evaluated through the Board efficiency
survey.
The Board's functioning was evaluated on various aspects, including
inter alia degree of fulfillment of key responsibilities, Board
structure and composition, establishment and delineation of
responsibilities to various Committees, effectiveness of Board
processes, information and functioning, information flow, relationship
with the stakeholders, Company's performance & Company strategies.
The Directors were evaluated on aspects such as attendance and
contribution at Board/ Committee Meetings and guidance/ support to the
management outside Board/ Committee Meetings. In addition, the Chairman
was also evaluated on key aspects of his role, including setting the
strategic agenda of the Board, encouraging active engagement by all
Board members and motivating and providing guidance to the Managing
Director & CEO.
The areas on which the Committees of the Board were assessed included
degree of fulfillment of key responsibilities, adequacy of Committee
composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out
on the basis of the three key roles of the Independent Directors -
governance, control & guidance. Some performance indicators bases upon
which the independent directors were evaluated are:
i. Ability to contribute to corporate governance practices of the
Company;
ii. Active participation in long term strategic planning;
iii. Commitment to the fulfillment of directors' obligations &
fiduciary responsibility;
iv. Participation in Board and committee meetings.
The performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors who also
reviewed the performance of the Board as a whole.
viii. Policy for Appointment of Directors & Remuneration:
The policy of the Company for the appointment of Directors in place of
one resigning or retiring or for some new introduction to the Board of
Directors of the Company and determining the remuneration can be viewed
at the website of the Company at www.amcoindialimited.com. The policy
relating to the appointment and remuneration of directors comes under
the functional area of Nomination & Remuneration Committee of the
Company. The policy is concerned with the identification, ascertainment
of the integrity, qualification, expertise and experience, having
regard to the skills of the candidate that is to be brought to the
Board/Company.
ix. Directors' Responsibility Statement:
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to the Directors' Responsibility Statement, it is
hereby confirmed that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) 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 a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit 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 this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a 'going concern'
basis; and
e) the directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
f) 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.
3. BOARD COMMITTEES & RELATED INFORMATION:
a. AUDIT COMMITTEE:
Audit Committee Composition:
The existing scope of the Audit Committee was revised and Charter of
Audit Committee was approved in line with the provisions of the
Companies Act, 2013 and amended provisions of the Listing Agreement
during the year.
The Audit Committee was re-constituted by the Board of Directors of the
Company on 25th March, 2015 on account of change in Directorship of the
Company. The present Committee as on the date of Corporate Governance
Report is:
1. Sh. Neeraj Gupta, ceased to member & Chairman w.e.f 25.03.2015.
2. Sh. Dharam Pal Aggarwal, an existing member was appointed as the
Chairman w.e.f 25.03.2015.
3. Mr. Kanwal Kumar was inducted as a member w.e.f 25.03.2015.
4. Sh. Rajeev Gupta continued to be the member of the Committee.
Recommendations of Audit Committee not accepted by the Board:
The recommendations made by the Audit committee during the year under
review were accepted by the Board.
Vigil Mechanism (Whistle Blower Policy):
The Company has adopted a Whistle Blower Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about
unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. It also provides for
adequate safeguards against the victimization of employees who avail of
the mechanism, and allows direct access to the Chairperson of the Audit
Committee in exceptional cases. We further affirm that no employee has
been denied access of the Audit Committee during financial year
2014-15. The policy is placed on the website of the Company at
www.amcoindialimited.com.
b. NOMINATION AND REMUNERATION COMMITTEE:
Nomination & Remuneration Committee Policy:
The Nomination and Remuneration Committee of Directors (NRC) reviews
the composition of the Board, to ensure that there is an appropriate
mix of abilities, experience and diversity to serve the interests of
all shareholders and the Company.
The policy of the Nomination & Remuneration Committee is based on the
following:
i. to follow the process of appointment of Director / KMPs when a
vacancy arises, or is expected, the NRC will identify, ascertain the
integrity, qualification, appropriate expertise and experience, having
regard to the skills that the candidate will bring to the Board /
Company;
ii. to decide whether qualification, expertise and experience possessed
by a person are sufficient / satisfactory for the concerned position;
iii. to determine the level & composition of remuneration which is
reasonable & sufficient to attract, retain & motivate directors to run
the Company successfully;
iv. to ensure the relationship of remuneration with the performance;
v. to ensure that any person(s) who is/ are appointed or continues as
KMP's or Independent directors shall comply with the conditions laid
under the provisions of the Companies Act, 2013 & Listing Agreement;
vi. to specify time period within which the employee shall exercise the
vested options in the event of termination or resignation of an
employee.
The detailed policy of the Nomination & Remuneration Committee is
uploaded on the website of the Company at www.amcoindialimited.com.
c. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee basically considers the
following:
i. to consider and resolve the grievances of the security holders of
the Company, including complaints related to transfer of shares, non
receipt of annual report, non receipt of declared dividends, etc.
ii. to set forth the policies relating to and to oversee the
implementation of the Code of Conduct for Prevention of Insider Trading
and to review the concerns received under the Code of Conduct.
The Company has adopted the Code of Conduct for Prevention of Insider
Trading, under the SEBI (Prohibition of Insider Trading) Regulations.
The Code lays down guidelines for procedures to be followed and
disclosures to be made while dealing with the shares of the Company.
The Company has also adopted the Code of Corporate Disclosure Practices
for ensuring timely and adequate disclosure of Price Sensitive
Information, as required under the Regulations.
4. CORPORATE GOVERNANCE:
Your Company is committed to bind itself with good Corporate Governance
standards. It has put in place an effective Corporate Governance System
which ensures that the provisions of Clause 49 of the Listing Agreement
with Stock Exchanges are duly complied with. A Corporate Governance
Report, MDA Report together with the Certificate from the Auditors of
the Company regarding compliance of conditions of Corporate Governance
had been made a part of the Annual Report. The Management Discussion
and Analysis Report is annexed to the Board report as ANNEXURE I.
The Company has a proper mix of Executive and Non - Executive Directors
on Board and a Women Director and Independent Directors appointed
pursuant to the provisions of Companies Act, 2013 and Listing
Agreement.
The Company has framed a Code of Conduct for all its Board Members and
senior Management Personnel of the Company who have affirmed compliance
thereto. The said code of conduct has been posted on the Company's
website. The Declaration to this effect signed by the Chairman &
Managing Director is made part of the Annual Report.
5. RISK MANAGEMENT POLICY:
The Company's Risk Management Policy with a robust supporting risk
management framework facilitates identification and assessment of new
risks and review of presently identified risks. The process is based on
identified risks and the risk events or factors which require regular
assessment and quick response. Based on the probability & impact of the
risk, the requisite controls and action plans have been designed and
implemented.
The Key Risk Indicators (KRIs) have been identified to measure the
adequacy, effectiveness and efficiency of these, controls and action
plans.
The objective of risk management in the Company is to act as an enabler
in maintaining its knowledge edge, sustaining and expanding the
business, being competitive and ensuring execution of projects within
budgeted cost and time, resulting in improved turnover and
profitability. The Risk Management Policy of the Company can be viewed
at the website of the Company at www.amcoindialimited.com.
6. AUDITORS:
a. Stautory Auditors:
M/s V.V. Kale & Co. Chartered Accountants, Auditors of the company
retire at the conclusion of forthcoming Annual General Meeting and, are
being eligible for re - appointment. Pursuant to provisions of Section
139 of the Companies Act, 2013 and the rules framed thereunder, it is
proposed to ratify the appointment of M/s V.V. Kale & Co., as Statutory
Auditors of the Company from the conclusion of forthcoming Annual
General Meeting till the conclusion of next Annual General Meeting of
the Company.
i. Board's explanation and Comments:
The Notes on Accounts read with the Auditors Report are self
explanatory and therefore do not require any further comments or
explanations as the Auditor's Report given by auditors of the Company
doesn't contain any qualification, reservation or adverse remarks.
ii. Certificate from the Auditor:
The Company has obtained the certificate from the Auditors of the
Company regarding compliance of the conditions of the Corporate
Governance and is annexed to the Director's Report as ANNEXURE II.
b. Cost Auditors:
In terms of Cost Audit Order No. 52/26/CAB-2010 dated 06th November
2012 issued by the Central Government through the Cost Audit Branch of
the Ministry of Corporate Affairs and pursuant to the provisions of
section 224(1B) read with section 233B of the Companies Act, 1956, M/s.
Chandra Sharma & Co., Cost Accountants were appointed as the cost
auditors of the Company for the year ending 31st March 2015.
However, as per Companies (Cost Records and Audit) Rules, 2014, issued
by the Ministry of Corporate Affairs on 13th June, 2014 the provisions
of Cost Audit and maintenance of Cost records are not applicable on the
Company.
c. Internal Auditors:
In compliance with Section 138 of Companies Act, 2013 read with Rule 13
of Companies (Accounts) Rules, 2014, Mr. Anil Maheshwari, Chartered
Accountants has been appointed as Internal Auditors of the Company to
conduct Internal Audit for the Financial Year 2014-15.
d. Secretarial Auditors:
In compliance with the provisions of the Section 204 of Companies Act,
2013, M/s. Anil Singh & Associates, Practising Company Secretaries has
been appointed as Secretarial Auditors of the Company by the Board of
Directors to conduct Secretarial Audit for the Financial Year 2014-15.
i. Secretarial Audit & Report thereupon:
The Secretarial Audit Report as required under Section 204 of the
Companies Act, 2013 for the financial year 2014-15 is annexed to this
Report as Annexure III.
ii. Board's explanation and Comments:
The Secretarial Audit report does not require any further comments or
explanations as it does not contain any qualification, reservation or
adverse remark.
7. MANAGERIAL REMUNERATION:
a. Remuneration to Directors:
The remuneration paid by the Company to its Managing Director & Whole
Time Directors is as per the terms of their appointment. The details of
the same are enumerated below. No sitting fee is paid by the Company to
the Non-executive directors. Also, The Non-Executive directors are not
holding any shares in the Company.
The details of remuneration paid to Managing Director/Whole Time
Directors for the financial year ended 31st March, 2015. (in. Rs.)
Name Salary (Total) (P.a.) Service Contract Details
Rajeev Gupta 18,00,000/- Perquisites: Reimbursement of
WTD & CFO Medical expenses by the
Company, Leave Travel
Concession & Club Membership
to be paid by the Company.
Other Benefits : free use of
Company's Car for office &
personal work alongwith the
driver. Telephone at residence
at Company's Cost.
Reimbursement of entertainment
expenses incurred for the
Company's business.
Surender Kumar Gupta 24,00,000/- Perquisites: Reimbursement of
CMD (Presently paid Medical expenses by the
Rs. 12,00,0003 Company, Leave Travel
Concession & Club Membership
to be paid by the Company.
Other Benefits : free use of
Company's Car for office &
personal work alongwith the
driver. Telephone at residence
at Company's Cost.
Reimbursement of entertainment
expenses incurred for the
Company's business.
Vidhu Gupta 2,40,000/-
WTD (Presently paid
Zero sum)
* Mr. Surender Kumar Gupta, Chairman & Managing Director of the Company
has foregone half of his salary i.e the sum of Rs. 12,00,000/- due to
recurring losses in the Company.
* Ms. Vidhu Gupta, Whole Time Director has foregone her entire salary
due to recurring losses in the Company.
b. The information required under Section 197 (12) of the Companies
Act, 2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, relating to the ratio of the
remuneration of each Director to the median employee's remuneration is
annexed to this report as ANNEXURE IV.
8. EXTRACT OF ANNUAL RETURN:
In accordance with the provisions of Section 92 (3) of the Act read
with Companies (Management and Administration) Rules, 2014, the extract
of Annual Return in form MGT.9 is annexed to this report as ANNEXURE V.
9. JOINT VENTURES:
M/s. Amco India Limited has entered into a Memorandum of Understanding
with M/s. Krish Infrastructures Private Limited for construction and
development of Housing Projects in the Profit Sharing Ratio of 60:40
respectively between M/s. Krish Infrastructures Private Limited and
M/s. Amco India Limited, currently the flats are under construction
stage and the Company will not be able to fetch any profit before a
year or so.
10. PARTICULARS OF EMPLOYEES:
As per the information required under Section 197(12) of the Companies
Act, 2013 read with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, no disclosure is required to be made
as no employee is receiving salary exceeding Rs. 5,00,000 per month or
Rs. 60,00,000 per annum.
11. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The disclosure under Section 134(3)(m) of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014 relating to foregoing matters are
as follows.
a. Conservation of Energy:
i. Steps Taken or Impact on Conservation of Energy:
In the past few years, the Company has tried to improve energy
efficiency significantly by various measures. Steps taken to conserve
energy include:
* At its plants, the Company has carried out various actions to
optimize energy consumption and reduce losses.
* The periodical reviews conducted at plants have given a number of
actionable ideas which are being implemented to conserve energy.
* Energy efficient motors are being installed in order to optimize use
of power.
* In its plants and offices, the Company has replaced conventional
light fixtures with energy efficient fixtures such as LED lights and
tubes.
ii. Steps taken by the Company for utilizing alternate sources of
Energy:
The Company is planning to take steps for utilizing alternate sources
of energy including installation of solar light panel system for street
lights and other such system at its Plants.
iii. Capital Investment on Energy Conservation Equipments:
During the year under review, the Company has made capital investment
on energy conservation equipments. The equipment in which investment
was made includes energy efficient motors and LED lights.
b. Technology Absorption:
i. Efforts made towards Technology Absorption:
The Company has neither entered into any technical collaboration with
any foreign country nor imported any technology from any foreign
country or organization.
ii. Benefits derived like product improvement, cost reduction, product
development or import substitution:
Not applicable.
iii. In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year):
The Company has not imported any technology during the previous three
financial years.
iv. Expenditure incurred on Research and Development:
No Research & Development work has been carried out by the Company
during the year under review and therefore is no expenditure on this
head.
c. Foreign Exchange Earning & Outgo:
PARTICULARS 2014-15 2013-14
Foreign Exchange Earning 50.71 32.34
Foreign Exchange Outgo 1.30 4.44
12. PUBLIC DEPOSITS:
During the year under review, the Company has not invited/accepted any
deposits from the public with in the meaning of Companies Act, 2013 and
rules made there under.
13. LOANS, GUARANTEE & INVESTMENTS:
The details of loans & advances given by the Company during the
financial year under review can be viewed in respective notes to the
Balance Sheet.
14. CONTRACTS & ARRANGEMENTS WITH RELATED PARTY:
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were on an 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 Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at www.amcoindialimited.com.
The details of the transactions with Related Parties are provided in
the Form No. AOC 2 as annexed to this report as ANNEXURE VI.
16. INTERNAL CONTROLS SYSYTEMS:
The Company's internal audit systems are geared towards ensuring
adequate internal controls commensurate with the size and needs of the
business, with the objective of efficient conduct of operations through
adherence to the Company's policies, identifying areas of improvement,
evaluating the reliability of Financial Statements, ensuring
compliances with applicable laws and regulations and safeguarding of
assets from unauthorized use. The details of the internal controls
system are given in the Management Discussion and Analysis Report,
which forms part of the Directors' Report.
17. SHARE CAPITAL:
The Company has only one kind of shares i.e. Equity shares with same
voting rights. The Authorised Share capital of the Company is Rs.
7,50,00,000/- divided into 75,00,000 shares of Rs. 10/-each. The Paid
up share capital of the company is Rs. 4,11,00,000/- divided into
41,10,000 equity shares of Rs. 10/- each.
a. Sweat Equity shares:
The Company has not issued any sweat equity shares during the financial
year under review.
b. Issue of further Share Capital:
The Company has not issued any further shares during the financial year
under review.
c. Buy back of Shares:
During the year under review, the Company has not made any offer to buy
back its shares.
18. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at the Workplace, in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules there under. The Policy aims to
provide protection to employees at the workplace and prevent and
redress complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working
environment, where employees feel secure.
The Company has not received any complaint of sexual harassment during
the financial year 2014-15.
19. INDUSTRIAL RELATIONS:
The relation with the employees continues to be peaceful and cordial
throughout the year. Your Board believes that trained and motivated
people determine the future augmentation of the Company. Your Board
places on record appreciation for the efforts and enthusiasm shown by
employees at all levels.
20. ACKNOWLEDGEMENTS:
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Your
Directors would like to acknowledge and place on record their sincere
appreciation on the co-operation and assistance extended by the various
Government Authorities, Company's Bankers etc. The Directors convey
their sincere thanks for the continued support given to the company by
the esteemed shareholders and valued customers. The Directors also
recognize and appreciate the dedication and hard work put in by the
employees at all levels and their continued contribution to its
progress.
By Order of the Board of Directors
For AMCO INDIA LIMITED
SD/- SD/-
S. K. GUPTA RAJEEV GUPTA
Chairman & Managing Director WT Director cum CFO
Date : 30-07-2015 DIN : 00026609 DIN : 00025410
C-53/54, Sector-57, C-53/54, Sector-57,
Place : Noida, U.P. Noida, U.P.-201307 Noida, U.P.-201307
Mar 31, 2014
TO THE MEMBERS,
The Directors are pleased to present the 27th Annual Report on the
performance of the Company for the financial year ended 31st March 2014
along with the Audited Accounts of the Company.
FINANCIAL RESULTS:
(Rupees in Lacs)
Particulars 2013-2014 2012-2013
Gross Sales 6253.78 8148.08
Gross Profit after interest but before
depreciation & taxation & Exceptional
items (171.74) 229.17
Depreciation 105.72 191.12
Profit before Exceptional Items & Tax (277.46) 38.05
Exceptional Item - -
Net Profit before Taxation (277.46) 38.05
Tax Expenses
Provision for Taxation 43.11 (23.10)
Deferred Tax 12.60 8.06
Net Profit after Tax (333.17) 53.09
BUSINESS PERFORMANCE:
The Financial Year 2013-14 pose less favourable position to the Company
as due to recession in business, the Company suffered a loss with sales
turnover of Rs. 6253.78 Lacs as compared to Rs. 8148.08 Lacs in
previous year. In addition to it profit after tax of the company has
also been tumbled from Rs. 53.09 Lacs in F.Y. 2012-13 to Rs. (333.17)
Lacs in the Current F.Y. 2013-14.
HEALTH, SAFETY AND ENVIRONMENT
Health, Safety and Environment are always the prime areas of concern
for the company. Compliance with relevant regulation and effective
management of these issues is an integral part of the company''s
operating philosophy. All the plants have a well-equipped first aid
room for catering the emergency needs of the company.
ALLIANCES FOR DIVERSIFICATION THROUGH JOINT VENTURE
As disclosed in last Annual Report that Amco India Limited has entered
into a Memorandum of Understanding with M/s. Krish Infrastructures
Private Limited for construction and development of Housing Projects in
the Profit Sharing Ratio of 60:40 respectively between M/s. Krish
Infrastructures Private Limited & Amco India Ltd., currently the flats
are under construction stage and the Company will be able to fetch any
profit not before than a year or so.
DIVIDEND
Due to operating losses, Board do not recommend dividend for the
financial year ended 31st March, 2014.
MATERIAL CHANGES IN BOARD OF DIRECTORS
During the year under review, there are no changes in the Board of
Directors of the Company. In matching requirements of Companies Act,
2013 certain changes have been made in Board composition and in meeting
due compliance with the provisions of Section 203 read with Rule 8 of
Chapter 13 (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 Mr. Rajeev Gupta, Whole-time Director of the Company has
been assigned an additional charge of Chief Financial Officer (CFO) of
the Company vide the resolution passed with majority in Board Meeting
held on 30th Day of July, 2014.
In compliance of Second Proviso to Section 149(1) and Sections 160,
196, 197of Companies Act, 2013 read with Rule 3 of (Appointment and
Qualification of Directors) Rules, 2014 Mrs. Vidhu Gupta has been
appointed as Woman Director (Whole-Time Director) on the Board of the
Company. Her appointment is effective from 01-08-2014 subject to
approval of shareholders in general meeting.
CORPORATE GOVERNANCE
Your Company is committed to benchmarking itself with global standards
for providing good Corporate Governance. It has put in place an
effective Corporate Governance System which ensures that the provisions
of Clause 49 of the Listing Agreement with Stock Exchange are duly
complied with. A Corporate Governance Report, a Management Discussion
and Analysis Report, together with the Certificate of the Auditors of
the Company regarding compliance of conditions of Corporate Governance
had made a part of the Annual Report. Company has a proper mix of
Executive and Non-Executive Directors on Board in pursuant to meet the
requirements of Listing Agreement. Company has also obtained
declarations from Independent Directors under Section 149(7) regarding
their eligibility to be independent on Board.
The Company has framed a Code of Conduct for all its Board Members and
senior Management Personnel of the Company who have affirmed compliance
thereto. The said code of conduct has been posted on the Company''s
website. The Declaration to this effect signed by the CMD is made part
of the Annual Report.
VIGIL MECHANISM
In Juy, 2014 the Board adopted the Vigil Mechanism that adopts Global
best practices. We have established a mechanism for employees to report
concerns about unethical behavior, actual or suspected fraud, or
violation of our code of conduct or ethics. It also provides for
adequate safeguards against the victimization of employees who avail of
the mechanism, and allows direct access to the Chairperson of the Audit
Committee in exceptional cases, We further affirm that no employee has
been denied access of the Audit Committee during fiscal year 2014.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Director
ate: a) That in the preparation of annual accounts, the applicable
accounting standards read with requirements set out under Schedule VI
to the Companies Act, 1956 have been followed & that there are no
material departures from the same during the F.Y. 2013-14; M
b) That the Directors have, in consultation with the Statutory
Auditors, selected such accounting policies and applied them
consistently and made judgment and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company during the F.Y. 2013-14;
c) That Proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities during the F.Y.
2013-14; and
d) That the annual accounts have been prepared on a going concern basis
during the F.Y. 2013-14.
PARTICULARS OF EMPLOYEES
As per the information required U/s 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975, as
amended, no disclosure is required to be made as no employee is
receiving salary exceeding Rs. 5,00,000 p.m. or Rs. 60,00,000 yearly.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Disclosure under Section 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 relating to foregoing matters is given by way of
Annexure to this report. The information in respect of Research &
Development as well as Technology Absorption required to be disclosed
in Form ''B'' are not applicable.
STATUTORY AUDITORS
M/s V.V. Kale & Co. Chartered Accountants, Auditors of the company
retire at the conclusion of forthcoming Annual General Meeting and,
being eligible for re-appointment. Pursuant to provisions of Section
139 of the Companies Act, 2013 and the rules framed thereunder, it is
proposed to appoint V. V. Kale & Co. as Statutory Auditors of the
Company from the conclusion of forthcoming Annual General Meeting till
the conclusion of Thirtieth Annual General Meeting to be held in the
year 2017, subject to ratification of their appointment at every Annual
General Meeting.
COST AUDITORS
In terms of Cost Audit Order No. 52/26/CAB-2010 dated 06th November
2012 issued by the Central Government through the Cost Audit Branch of
the Ministry of Corporate Affairs and pursuant to the provisions of
section 224(1B) read with section 233B of the Companies Act, 1956, M/s.
Chandra Sharma & Co. (Registration No. 000358), Cost Accountants were
appointed as the cost auditors of the Company for the year ending 31st
March 2014. Further the Compliance Report in respect of the financial
year 2012-13 was filed by the Cost Accountant in the XBRL mode within
the due date.
Although the appointment of M/s. Chandra Sharma & Co. as Cost Auditors
of the Company for the Financial Year 2014-15 was made in Board Meeting
held on 30.05.2014. As per Final (Cost Records and Audit) Rules, 2014
Cost Audit is not applicable on the Company.
INTERNAL AUDITORS
In compliance with Section 138 of Companies Act, 2013 read with Rule 13
of Companies (Accounts) Rules, 2014, Mr. Anil Maheshwari, Chartered
Accountants has been appointed as Internal Auditors of the Company in
the Board Meeting held on 30.07.2014 to conduct Internal Audit for the
Financial Year 2014-15.
SECRETARIAL AUDITORS
In compliance with Section 204 of Companies Act, 2013 M/s. Bindal
Anubhav & Associates, Practising Company Secretaries has been appointed
as Secretarial Auditors of the Company in the Board Meeting held on
30.07.0214 to conduct Secretarial Audit for the Financial Year 2014-15.
NOTES ON ACCOUNTS
The Notes on Accounts read with the Auditors Report are self
explanatory and therefore do not require any further comments or
explanations under section 217(3) of the Companies Act, 1956.
PUBLIC DEPOSITS
During the year under review, the Company has not invited/accepted any
deposits from the public with in the meaning of Section 58A of the
Companies Act, 1956 and rules made there under.
INDUSTRIAL RELATIONS
Relation with the employees continue to be peaceful and cordial
throughout the year. Your Board believe that trained and motivated
people determine the future augmentation of the Company. Your Board
places on record appreciation for the efforts and enthusiasm shown by
employees at all levels.
ACKNOWLEDGEMENTS
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Your
Directors would like to acknowledge and place on record their sincere
appreciation on the co-operation and assistance extended by the various
Government Authorities, Company''s Bankers etc. The Directors convey
their sincere thanks for the continued support given to the company by
the esteemed shareholders and valued customers. The Directors also
recognize and appreciate the dedication and hard work put in by the
employees at all levels and their continued contribution to its
progress.
For and on behalf of the Board of Directors
SD/-
PLACE: NEW DELHI (SURENDER KUMAR GUPTA)
DATE : 30.07.2014 Chairman
Mar 31, 2013
TO THE MEMBERS,
The Directors are pleased to present the 26th Annual Report on the
performance of the Company for the financial year ended 31st March 2013
along with the Audited Accounts of the Company.
FINANCIAL RESULTS:
(Rupees in Lacs)
Particulars 2012-2013 2011-2012
Gross Sales 8148.08 15327.66
Gross Profit after interest but before
depreciation & taxation &
Exceptional items 1265.61 2305.32
Depreciation 191.12 197.98
Profit before Exceptional Items & Tax 38.05 144.04
Exceptional Item -- --
Net Profit before Taxation 38.05 144.04
Tax Expenses
Provision for Taxation (23.10) 60.00
Deferred Tax 8.06 (20.27)
Net Profit after Tax 53.09 104.31
BUSINESS PERFORMANCE:
The Financial Year 2012-13 turned out to be a difficult year as your
Company recorded a sales turnover of Rs. 8148.08 Lacs as compared to
Rs. 15327.66 Lacs in previous year. In addition to its profit after tax
of the company has also been tumbled from Rs. 104.31 Lacs in F.Y.
2011-12 to Rs. 53.09 Lacs in the Current F.Y. 2012-13
HEALTH, SAFETY AND ENVIRONMENT
Health, Safety and Environment are always the prime areas of concern
for the company. Compliance with relevant regulation and effective
management of these issues is an integral part of the company''s
operating philosophy. All the plants have a well-equipped first aid
room for catering the emergency needs of the company.
ALLIANCES FOR DIVERSIFICATION THROUGH JOINT VENTURE
As you being aware that the plant located at Bhiwadi was not
functioning properly and it was no longer profitable to carry on the
business there, so it has to be shut down. In lieu of the same and for
sake of diversification in allied sectors, Company showed its interest
and sold 60% of total land to M/s. Krish Infrastructures Private
Limited and 40% still remains with Amco India Limited. On the total
land Amco India Limited has entered into a Memorandum of Understanding
with M/s. Krish Infrastructures Private Limited vide Board Resolution
dated 31st January, 2013 for construction and development of housing
projects in the profit sharing ratio of 60:40 respectively between M/s.
Krish Infrastructures Private Limited & Amco India Ltd.
DIVIDEND
Due to operating losses, Board do not recommend dividend for the
financial year ended 31st March, 2013.
MATERIAL CHANGES IN BOARD OF DIRECTORS
During the year under review, following are the changes in the Board of
Directors of the Company:
- Mr. Suresh Chandra Goyal, Executive Director, has resigned from the
Board of Directors of the Company with effect from 15th Day of January,
2013.
- Mr. Anil Bhargava and Mr. Surender Raj Pahwa, Executive Directors
of the Company have tendered their resignation from Board of Directors
of the Company and the same was accepted by the board with effect from
1st Day of June, 2013.
- Mr. Subhash Bansal and Mr. Devinder Kumar Gupta, Independent
Non-Executive Directors of the Company have resigned the Board of
Directors of the Company with effect from 1st Day of June, 2013.
Your Directors place on record their deep appreciation and wish to
thank them for their immense and fruitful contribution during their
tenure as Director on Board.
- Ms. Aayushi Gupta has been appointed as the Company Secretary and
Compliance Officer of the Company with effect from 3rd Day of May, 2013
due to resignation of Ms. Kamna Anand, Former Company Secretary.
In accordance with the provisions of the Companies Act, 1956 and as per
Clause 86 of Company''s Article of Association, Sh. Neeraj Gupta is
liable to retire by rotation at the ensuing Annual General Meeting and,
being eligible, has offered himself for re- appointment.
The particulars of the Director proposed to be re-appointed are given
in the Corporate Governance Section of this Annual Report.
CORPORATE GOVERNANCE
Your Company is committed to benchmarking itself with global standards
for providing good Corporate Governance. It has put in place an
effective Corporate Governance System which ensures that the provisions
of Clause 49 of the Listing Agreement with Stock Exchange are duly
complied with. A Corporate Governance Report, a Management Discussion
and Analysis Report, together with the Certificate of the Auditors of
the Company regarding compliance of conditions of Corporate Governance
had made a part of the Annual Report.
The Company has framed a Code of Conduct for all its Board Members and
senior Management Personnel of the Company who have affirmed compliance
thereto. The said code of conduct has been posted on the Company''s
website. The Declaration to this effect signed by the CMD is made part
of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
state:
a) That in the preparation of annual accounts, the applicable
accounting standards read with requirements set out under Schedule VI
to the Companies Act, 1956 have been followed and that there are no
material departures from the same during the F.Y. 2012- 13;
b) That the Directors have, in consultation with the Statutory
Auditors, selected such accounting policies and applied them
consistently and made judgment and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company during the F.Y. 2012-13;
c) That Proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities during the F.Y.
2012-13; and
d) That the annual accounts have been prepared on a going concern basis
during the F.Y. 2012-13.
PARTICULARS OF EMPLOYEES
As per the information required U/s 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975, as
amended, no disclosure is required to be made as no employee is
receiving salary exceeding Rs. 5,00,000 p.m. or Rs. 60,00,000 yearly.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Disclosure under Section 217(1 )(e) of the Companies Act, 1956 read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 relating to foregoing matters is given by way of
Annexure to this report. The information in respect of Research &
Development as well as Technology Absorption required to be disclosed
in Form ''B'' are not applicable.
AUDITORS
M/s V.V. Kale & Co. Chartered Accountants, Auditors of the company
retire at the conclusion of forthcoming Annual General Meeting and,
being eligible, offer themselves for reappointment. They have furnished
a certificate that their re-appointment if made, will be in accordance
with the provisions of sub section (1B) of section 224 of the Companies
Act, 1956.
COST AUDITORS
In terms of Cost Audit Order No. 52/26/CAB-2010 dated 30th June 2011
issued by Central Government through the Cost Audit Branch of the
Ministry of Corporate Affairs and pursuant to the provisions of section
224(1B) read with section 233B of the Companies Act, 1956, M/s. Chandra
Sharma & Co. (Registration No. 000358), Cost Accountants were appointed
as the cost auditors of the Company for the year ending 31st March
2013.
Further the Compliance Report in respect of the financial year 2011-12
was filed by the Cost Accountant in the XBRL mode within the due date.
NOTES ON ACCOUNTS
The Notes on Accounts read with the Auditors Report are self
explanatory and therefore do not require any further comments or
explanations under section 217(3) of the Companies Act, 1956.
PUBLIC DEPOSITS
During the year under review, the Company has not invited/accepted any
deposits from the public within the meaning of Section 58a of the
Companies Act, 1956 and rules made there under.
INDUSTRIAL RELATIONS
Relation with the employees continue to be peaceful and cordial
throughout the year. Your B o a rd believe that trained and motivated
people determine the future augmentation of the Company. Your Board
places on record appreciation for the efforts and enthusiasm shown by
employees at all levels.
ACKNOWLEDGEMENTS
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Your
Directors would like to acknowledge and place on record their sincere
appreciation on the co-operation and assistance extended by the various
Government Authorities, Company''s Bankers etc. The Directors convey
their sincere thanks for the continued support given to the company by
the esteemed shareholders and valued customers. The Directors also
recognize and appreciate the dedication and hard work put in by the
employees at all levels and their continued contribution to its
progress.
For and on behalf of the Board of Directors
SD/-
PLACE: NEW DELHI (SURENDER KUMAR GUPTA)
DATE : 30.07.2013 CMD
Mar 31, 2012
TO THE MEMBERS,
The Directors are pleased to present the 25" Annual Report together
with the Audited Accounts of the Company for the year ended 31st March
2012.
FINANCIAL RESULTS:
(Rupees in Lacs)
Particulars 2011-2012 2010-2011
Gross Sales 15327.66 13084.96
Gross Profit after interest
but before
depreciation & taxation & Exceptional items 2317.24 300.03
Depreciation 197.98 194.66
Profit before Exceptional Items & Tax 143.75 105.37
Exceptional Item 0.28 37.16
Net Profit before Taxation 144.04 142.53
Tax Expenses
Income Tax 4.72
Provision for Taxation 60.00 39.07
Deferred Tax (20.27) 21.24
Net Profit after Tax 104.31 77.50
OPERATIONS:
During the year, the net sales of the company has increased from Rs.
11992.09 Lacs In F.Y. 2010-11, to Rs. 13955.00 in the Current Financial
year 2011-12. In addition to it profit before tax of the company has
increased from Rs. 142.53 In F.Y. 2010-11 to 144.04 in the current F.Y.
and Profit after Tax has also increased from Rs. 77.50 Lacs in
previous year to Rs. 104.31 in current financial year showing a
increase of 34.59% in profits.
HEALTH. SAFETY AND ENVIRONMENT _ Health, Safety and Environment are
always the prime areas of concern for the company. Compliance with
relevant regulation and effective management of these issues is an
integral part of the company''s operating philosophy. All the plants
have a well-equipped first aid room for catering the emergency needs of
the company. INVESTMENT AND EXPANSION IN FIXED ASSETS No new
investment has been made by the Company during the last year.
DIVIDEND
Board do not recommend dividend for the year ended on 31 - March, 2012
because company needs more funds to meet its working capital and long
term requirements to increase production and sales. DIRECTORS
In accordance with provisions of the Companies Act, 1956 and the
Company''s Article of Association, Shri Dharam Pal Aggarwal and Shri
Davinder Kumar Gupta who retire by rotation and are eligible for
re-appointment.
The particulars of the directors proposed to be re-appointed are given
in the Corporate Governance Section of this Annual Report.
CORPORATE GOVERNANCE
As required by the clause 49 of the Listing Agreement with Stock
Exchange, a Corporate Governance Report, a Management Discussion and
Analysis Report, and the Certificate of the Auditors of the Company
regarding compliance of conditions of Corporate Governance and made a
part of the Annual Report.
The Company has framed a Code of Conduct for all its Board Members and
senior Management Personnel of the Company who have affirmed compliance
thereto. The said code of conduct has been posted on the Company''s
website. The Declaration to this effect signed by the CMD is made
part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT/DISCLOSURE OF ACCOUNTING TREATMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
state:
a) That in the preparation of annual accounts, the applicable
accounting standards have been followed and that there are no material
departures during the F.Y. 2011 -12;
b) That the Directors have, in consultation with the Statutory
Auditors, selected such accounting policies and applied them
consistently and made Judgment and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company during the F.Y. 2011 -12;
c) That the Directors have taken proper and sufficient care for
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 during the
F.Y. 2011-12; and
d) That the annual accounts have been prepared on a going concern basis
during the F.Y. 2011 -12.
PARTICULARS OF EMPLOYEES
The information as required U/s 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975, as amended.
No disclosure is required to be made as no employees is receiving
salary exceeding Rs. 5,00,000 p.m. or60,00,000 yearly. PARTICULARS OF
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
& OUTGO Disclosure under Section 217(1 )(e) of the Companies Act, 1956
read with Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988 relating to foregoing matters is given by way
of Annexure to this report. The information in respect of Research &
Development as well as Technology Absorption required to be disclosed
in Form'' B'' are not applicable AUDITORS
M/s V.V. Kale & Co. Chartered Accountants, New Delhi, Auditors of the
company retire at the conclusion of this Annual General Meeting and
being eligible offer themselves for reappointment. They have furnished
a certificate that their re-appointment if made, will be in accordance
with the provisions of sub section (1B) of section 224 of the Companies
Act 1956.
The Board of Directors recommends their re-appointment as Statutory
auditors of the compnay for F.Y. 2012-13.
NOTES ON ACCOUNTS
The Notes on Accounts read with the Auditors Report are self
explanatory and therefore do not require any further comments or
explanations under section 217(3) of the Companies Act, 1956. PUBUC
DEPOSITS
The Company has not invited/accepted any deposits from the public with
in the meaning of Section 58A of the Companies Act, 1956 and rules made
there under.
INDUSTRIAL RELATIONS
Relation with the employees remained cordial throughout the year. Your
Board places on record appreciation for the efforts and enthusiasm
shown by employees at all levels. ACKNOWLEDGEMENTS
Your Directors place on record their appreciation on the co-operation
and assistance extended by the various Government Authorities,
Company''s Bankers etc. The Directors convey their sincere thanks for
the continued support given to the company by the esteemed shareholders
and valued customers. The Directors also acknowledge the dedication and
hard work put in by the employees at all levels.
For and on behalf of the Board of Directors
SD/-
PLACE: NEW DELHI (SURENDER KUMAR GUPTA)
DATE : 31.07.2012 CMD
Mar 31, 2011
THE MEMBERS,
The Directors are pleased to present the 24rth Annual Report together
with the Audited Accounts of the Company for the year ended 31st March
2011.
FINANCIAL RESULTS:
(Rupees in Lacs)
Particulars 2010-2011 2009-2010
Gross Sales 13084.96 11606.59
Gross Profit after interest but before 300.03 646.41
depreciation and taxation and Exceptional
items
Depreciation 194.66 172.74
Profit before Exceptional Items & Tax 105.37 473.67
Exceptional Item 37.16 (6.31)
Net Profit before Taxation 142.53 467.36
Tax Expenses
Income Tax (Incl. FBT) 4.72 1.85
Provision for Taxation 39.07 100.00
Deferred Tax 21.24 58.09
Net Profit After Tax 77.50 307.42
OPERATIONS:
Due to Competition in Market, Company could not increase price of
finished goods in continuation of Increase in Raw Material therefore it
has resulted in slowing down the profit of the Company. During the
year, the turnover of the company has increased from Rs 10760.59 in
F.Y. 2009-2010 to Rs. 11929.28 in the Current Financial year 2010-11.
But the profit before tax of the company has slowed down form Rs.
467.36 in F.Y. 2009-10 to 142.54 in the current F.Y. and Profit after
Tax has also decreased from Rs.307.42 Lacs in previous year to Rs.
77.50 in current financial year showing a decrease of 74.79 % in
profits.
HEALTH, SAFETY AND ENVIRONMENT
Health, Safety and Environment are always the prime areas of concern
for the company. Compliance with relevant regulation and effective
management of these issues is an integral part of the company's
operating philosophy. All the plants have a well-equipped first aid
room for catering the emergency needs of the company.
INVESTMENT AND EXPANSION IN FIXED ASSETS
No New Investment has been made by the Company during the last year.
DIVIDEND
Because of slowing down of profit by 74% as compared to last year,
Board do not recommend dividend for the year ended on 31st March, 2011.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Company's Article of Association, Sh. Subhash Bansal and Shri Rakesh
Gupta retire by rotation and are eligible for re- appointment.
The particulars of the directors proposed to be re-appointed are given
in the Corporate Governance Section of this Annual Report.
CORPORATE GOVERNANCE
As required by the clause 49 of the Listing Agreement with Stock
Exchange, a Corporate Governance Report, a Management Discussion and
Analysis Report, and the Certificate of the Auditors of the Company
regarding compliance of conditions of Corporate Governance are made a
part of the Annual Report
The Company has framed a Code of Conduct for all its Board Members and
senior Management Personnel of the Company who have affirmed compliance
thereto. The said code of conduct has been posted on the Company's
website. The Declaration to this effect signed by the CEO is made part
of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT/ DISCLOSURE OF ACCOUNTING TREATMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
state:
a) That in the preparation of annual accounts, the applicable
accounting standards have been followed and that there are no material
departures during the F.Y. 2010-11;
b) That the Directors have, in consultation with the Statutory
Auditors, selected such accounting policies and applied them
consistently and made judgment and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company during the F.Y. 2010-11;
c) That the Directors have taken proper and sufficient care for
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 during the
F.Y. 2010-11; and
d) That the annual accounts have been prepared on a going concern basis
during the F.Y. 2010- 11.
PARTICULARS OF EMPLOYEES
The information as required U/s 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975, as amended,
the names and other particulars of employees are not applicable.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Disclosure under Section 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 relating to foregoing matters is given by way of
Annexure to this report. The information in respect of Research &
Development as well as Technology Absorption required to be disclosed
in Form 'B' are not applicable
AUDITORS
M/s V.V. Kale & Co. Chartered Accountants, New Delhi, Auditors of the
company retire at the conclusion of this Annual General Meeting and
being eligible offer themselves for reappointment. They have furnished
a certificate that their re-appointment if made, will be in accordance
with the provisions of sub section (1B) of section 224 of the Companies
Act 1956.
NOTES ON ACCOUNTS
The Notes on Accounts read with the Auditors Report are self
explanatory and therefore do not require any further comments or
explanations under section 217(3) of the Companies Act, 1956.
PUBLIC DEPOSITS
The Company has not invited/accepted any deposits from the public with
in the meaning of Section 58A of the Companies Act, 1956 and rules made
there under.
INDUSTRIAL RELATIONS
Relation with the employees remained cordial throughout the year. Your
Board places on record appreciation for the efforts and enthusiasm
shown by employees at all levels.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation on the co-operation
and assistance extended by the various Government Authorities,
Company's Bankers etc. The Directors convey their sincere thanks for
the continued support given to the company by the esteemed shareholders
and valued customers. The Directors also acknowledge the dedication and
hard work put in by the employees at all levels.
For and on behalf of the Board of Directors
SD/-
PLACE : NEW DELHI (SURENDER KUMAR GUPTA)
DATE : 30.07.2011 CMD
Mar 31, 2010
The Directors are pleased to present the 23rd Annual Report together
with the Audited Accounts of the Company for the year ended 31st March
2010.
FINANCIAL PESUUS;
(Rupees in Lacs)
Particulars 2009-2010 2008-2009
Gross Sales 11606.59 10253.36
Gross Profit after interest but
before depreciation & taxation 640.10 266.09
Depreciation 172.74 156.58
Net Profit before taxation 467.36 109.51
Provision for Taxation 101.85 21.65
Provision for Deferred Tax 58.09 4.36
Net Profit for the year 307.42 83.50
Balance brought from last year 1524.00 1440.50
Net Profit available for appropriation 1831.42 1524.00
OPERATIONS:
Due to the fiscal and monetary measures taken by our Government during
2008-09 the overall economic climate improved during the year and this
has resulted improvement in the economy and industrial Growth.
During the year, the turnover of the company has increased from Rs.
9230.35 Lacs in FY. 2008-09, to 10760.59 in the Current Financial year
2009-10. In conjunction the PBT (Profit before Tax) of the company has
also increased from Rs. 109.51 Lacs in previous FY. to to Rs. 467.36
Lacs In the current FY. and PAT (Profit after Tax) has also increased
from Rs. 83.50 Lacs in FY. 2008-09 to 307.42 Lacs in FY. 2009-10.
HEALTH. SAFETY AND ENVIRONMENT Health, Safety and Environment are
always the prime areas of concern for the company. Compliance with
relevant regulation and effective management of these issues is an
integral part of the companys operating philosophy. All the plants
have a well-equipped first aid room for catering the emergency needs of
the company.
INVESTMENT AND EXPANSION IN FIXED ASSETS
As the demand and supplygap of PVC is growing day by day, your Board
has decided to istall a new Calander for manufacturing of PVC sheets.
For this, company has purchased a four roll Calendar for manufacturing
of PVC sheets to enhance the existing capacity from 5000 ton per annum
to 10000 tonper annum. Total cost of this calendar will be approx. Rs.
4 crores. This new investment will increase our sales volume by 40
crores.
DIVIDEND
Because of the huge investment as mentioned above, by the company in
Fixed Assets, Board do not recommend dividend for the year ended on 31
* March, 2010.
DIRECTORS
In accordance with provisions of the Companies Act, 1956 and the
Companys Article of Association, Shri Devinder Kumar Gupta and Shri
NeeraJ Gupta retire by rotation and are eligible for reappointment.
The particulars of the directors proposed to be re-appointed are given
in the Corporate Governance Section of this Annual Report.
CORPORATEGOVERNANCE
As required by the clause 49 of the Listing Agreement with Stock
Exchange, a Corporate Governance Report, a Management Discussion and
Analysis Report, and the Certificate of the Auditors of the Company
regarding compliance of conditions of Corporate Governance and made a
part of the Annual Report. The Company has framed a Code of Conduct for
all its Board Members and senior Management Personnel of the Company
who have affirmed compliance thereto. The said code of conduct has been
posted on the Companys website. The Declaration to this effect signed
by the CEO is made part of the Annual Report. DIRECTORS RESPONSIBILITY
STATEMENT Pursuant to Section 217(2AA) of the Companies Act, 1956, your
Directors state:
a) That in the preparation of annual accounts, the applicable
accounting standards have been followed and that there are no material
departures during the FY. 2009-10;
b) That the Directors have, In consultation with the Statutory
Auditors, selected such accounting policies and applied them
consistently and made judgment and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company during the FY. 2009-10;
c) That the Directors have taken proper and sufficient care for
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 during the
FY.2009-10;and
d) That the annual accounts have been prepared on a going concern basis
during the FY. 2009-10.
PARTICULARS OF EMPLOYEES
The information as required U/s 217(2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Rules, 1975, as amended,
the names and other particulars of employees are not applicable.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO
Disclosure under Section 217(1 Xe) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars In the Report of Board of
Directors) Rules, 1988 relating to foregoing matters Is given by way of
Annexure to this report. The information in respect of Research &
Development as well as Technology Absorption required to be disclosed
in Form B are not applicable
AUDITORS
M/s V.V. Kale & Co. Chartered Accountants, New Delhi, Auditors of the
company retire at the conclusion of this Annual General Meeting and
being eligible offer themselves for reappointment. They have furnished
a certificate that their re-appointment If made, will be in accordance
with the provisions of sub section (1B) of section 224 of the Companies
Act 1956.
NOTES ON. ACCOUNTS
The Notes on Accounts read with the Auditors Report are self
explanatory and therefore do not require any further comments or
explanations under section 217(3) of the Companies Act, 1956.
PUBLIC DEPOSITS
The Company has not invited/accepted any deposits from the public with
in the meaning of Section 58A of the Companies Act, 1956 and rules made
there under.
INDUSTRIAL RELATIONS
Relation with the employees remained cordial throughout the year. Your
Board places on record appreciation for the efforts and enthusiasm
shown by employees at all levels.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation on the co-operation
and assistance extended by the various Government Authorities,
Companys Bankers etc. The Directors convey their sincere thanks for
the continued support given to the company by the esteemed shareholders
and valued customers. The Directors also acknowledge the dedication and
hard work put in by the employees at all levels.
For and on behalf of the Board of Directors
SD/-
PLACE: NEW DELHI (SURENDER KUMAR GUPTA)
DATE : 31.07.2010 CMD
Mar 31, 2000
The directors are pleased to present the 13th Annual Report of the
Company together with the audited accounts for the year ended as on 31
st March, 2000.
FINANCIAL RESULTS & PERFORMANCE OF THE COMPANY:
(Rupees in lacs)
1999-2000 1998-99
Sales 5048.10 4132.23
Other Income 12.35 7.09
Total Income 5060.45 4140.07
Total Expenditure 4733.51 3874.06
Interest 135.74 158.80
Gross Profit after interest but
Before depreciation and taxation 191.20 107.21
Depreciation 81.81 75.86
Net Profit (Loss) Before Taxation 109.39 31.35
Provision forTaxation& paid 12.00 3.34
Net Profit/(Loss) for the year 97.39 28.01
Balance brought from last year 250.41 222.40
Net Profit available for Appropriation 347.80 250.41
RESULTS OF OPERATIONS:
Your directors are pleased to inform that Global markets are improving
day by day & the recession phase of economy looks to be over. The
turnover of your Com- pany has improved from Rs. 4132.23 lacs in the
year 1998-99 to Rs. 5048.10 in the year 1999-2000, a net in- crease of
22.16%. Your company has also earned a Net Profit before taxation of
Rs.109.39 lacs as compared to Rs. 31.35 lacs in last year, a net
increase of 248.93%.
DEMATLISATION OF SHARES:
Your directors are pleased to inform that SEBI has issued the
guidelines that the trading in securities will be under cumpulsory
demat form. The shares of your Company are also going for
dematelisation from January 1, 2001. So the trading in the shares will
be under demat from January 1, 2001 onwards.
REGISTERAR AND SHARETRANSFER AGENT:
Your Company has appointed M/s. Beetal Computers Pvt. Ltd. as
Companys Registrar & Share Transfer Agent. So it is advised that all
the future correspondence regarding share transfer or any other quary
should be made to them.
DIVIDEND:
In view of inadequacy of profit your directors do not recommend any
dividend for year under review.
DIRECTORS:
In accordance with the requirement of the Companies Act, 1956 and
Articles of Associations of the Company Shri S. R. Pahwa and Shri S. C.
Goyal, Directors of the Company shall retire by rotation and are
eligible for re-appointment.
AUDITORS:
The Notes on accounts reffered to in the Auditors Report are self
explanatory and therefore do not require any further comments under
section 217(3) of the Companies Act, 1956.
The auditors, M/s D.C. Jain & Associates, Chartered Accountants retire
at the conclusion of this Annual General Meeting and being eligible,
offer themselves for re-appointment. They have furnished a certificate
that their re-appointment, if made, will be in accordence with the
provisions of sub-section (IB) of Section 224 of the Companies Act,
1956. PUBLIC DEPOSITS:
The Company had not accepted any Deposits from the Public and therefore
not required to furnish information in respect of Acceptance of Deposit
Rules, 1975.
PARTICULARS OF EMPLOYEES:
Information in accordence with subsection 2A of Section 217 of the
Companies act, 1956 read with the Companies (particulars of Employees)
Rules, 1975 is NIL because none of the employee was drawing Rs.
3,00,000/- PA. or more during the period under review.
CONSERVATION OF ENERGY,TECHNOLOGY AB- SORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information pursuant to section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosure of Particulars in respect of Report
of Board of Directors)Rules, 1988 relating to the foregoing mat- ters
is given by way of an Annexure to this report. ACKNOWLEDGMENTS:
Your Directors place on record their appreciation of the co-operation
and assistance extended by the various Government Authorities,
IDBI.PICUP, Companys Bank- ers etc, The Directors convey their sincere
thanks for the continued support given to the company by the esteemed
shareholders and all our valued customers. The Directors also
acknowledge the dedication and hard work put in by the employees at all
levels.
For and on behalf of the board of Directors
New Delhi (SURENDER KUMAR GUPTA)
29th July ,2000 Chairman-cum-Managing Director