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Directors Report of AMD Industries Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors are pleased to present the 33rd Annual Report together with audited accounts for the financial year ended 31st March 2016.

Financial Results

The financial performance of the Company for the financial year ended 31st March, 2016 is summarized below:

(Rs. in Lakhs)

Particulars

Financial

Financial

Year

Year

2015-16

2014-15

Revenue from Operations (net of excise duty)

17126.52

17170.58

Other Income

33.33

47.26

Total

17159.85

17217.84

Profit from operations before Financial Costs,

2557.24

2614.36

Depreciation, Exceptional Items & Tax Expenses

Financial Costs

952.59

960.20

Profit before Depreciation, Exceptional Item & Taxation

1604.65

1654.16

Depreciation

1188.40

1134.53

Profit before Exceptional Items and Tax

416.24

519.63

Expenses

Exceptional Items

22.09

167.20

Profit before Tax

438.34

686.83

Less: Tax Expenses

169.40

150.29

Net Profit for the year / Amount available for

Appropriation

268.93

536.54

Appropriations:

General Reserve

Nil

Nil

Dividend on Equity Shares

95.83

172.50

Tax on Dividend

20.14

34.49

Balance Carried to Balance Sheet

152.96

329.55

TOTAL

268.93

536.54

Operations

During the year under review your Company registered total revenue of Rs. 17126.52 lakh as compared to previous year’s revenue of Rs. 17,217.84 lakhs a minor de-growth of 0.53% over the previous year. The Net Profit is at Rs.268.93 lakh as compared to Rs.536.54 lakh in the previous year, a decrease of 49% from previous year.

Packaging business

During the year under review, there is a decrease in profit before tax and exceptional items of 19% against last year which is mainly due to decrease in volume of crown caps and CSD closures. However, this was marginally set off by increase in volume in PET Preforms. The sales of crowns gone down by 8.77% and Closures by 13.12% lower than last year. There is a increase in sale of PET Perform of around 24.53 % by which overall turnover of the Company became at almost at a single step with last year.

Real Estate Business

The company through its related company, AMD Estates & Developers Private Limited is developing a Commercial Complex at Sector-114, Gurgaon, Haryana in collaboration with VSR Infratech Private Limited, New Delhi. Since growth in the real estate market of the country has been stagnant, the development of this project has slowed down considerably. During the year under review, the company has received revenue of Rs.12.83 lakhs from this project.

Expansion

The company is exploring opportunities to expand its business in other geographies of the country.

Dividend

Your Directors are pleased to recommend a dividend of Re. 0.50 (Fifty Paise Only) per equity share of face value of Rs.10/- each for the financial year 2015-16.

Fixed deposits

During the financial year 2015-16, your Company has not invited or accepted any deposits from the public within the meaning of provisions of Section 73 of the Companies Act, 2013.

Board, Directors and Key Managerial Personnel

Your Company’s Board has an optimum combination of Executive, Non-executive and Independent Directors with one woman Director, as per the requirements of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’). The composition of the Board and the Independent Directors of the Company meet all the criteria mandated by SEBI Listing Regulations, 2015 and the Companies Act, 2013.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ashok Gupta, Whole-time Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board has recommended necessary resolutions for revision/restructuring of remuneration of Mr. Ashok Gupta, Whole Time Director and Mr. Adit Gupta as a Managing Director and the same was approved by the Shareholder in their Annual General Meeting 2015 which is subject to approval of Central Government.

In Annual General Meeting dated 26.09.2014, Shareholders appointed Ms. Shubha Singh as an Independent Director for a term of two years which would expire on 26.09.2016. As per the provisions of section 149 of the Companies Act, 2013, being a listed Company, there is a requirement of Woman Director, So looking into the performance of Ms. Shubha Singh, the Board of Directors of the Company proposed for her re-appointment for another term of five years.

The Company has received necessary declarations from each of the Independent Directors under section 149(7) of the Companies Act, 2013 that he/she meets the criteria of the independence as laid down in section 149(6) of the Companies Act, 2013 and Clause 49 and Regulation 16(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015..

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http:// amdindustries.com/Familiarisation%20Programme%20for%20Independent%20 Directors.pdf.

Mr. Prakash Chandra Prusty has due to some personal reasons resigned from the post of the Company Secretary, Compliance Officer and Key Managerial Personnel of the Company with effect from 06.01.2016 and no Company Secretary and Compliance Officer was appointed in the reporting financial year.

Policy on directors’ appointment and remuneration

The Board has constituted a Nomination & Remuneration Committee for formulating the criteria for determining qualifications, positive attributes and independence of a director, identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in Nomination & Remuneration policy and to recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel. The objective of the Nomination & Remuneration Policy is also to set out the principles governing the Company’s Remuneration systems in organizational guidelines. The Nomination and Remuneration Policy of the Company is attached herewith as Annexure I.

Board Evaluation

The Company has adopted a Performance Evaluation Policy for evaluation of performance of Independent Directors, Board, Committees and other individual Directors (non-executive directors and executive directors). On the basis of this Policy a process of evaluation is being followed by the Board for evaluation of its own performance and that of its Committees and individual Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of a questionnaire on board governance and performance issues. Individual directors met with the Chairman of the Company to discuss their responses.

The performance of the committees was evaluated by the Board after getting an evaluation report from the members of each committee which evaluates the performance of the Committee against its stated objectives and responsibilities, effectiveness of committee meetings, etc. during the year.

The Board 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, committed to the Company’s values, beliefs and ethics etc. In addition, the Chairman was also evaluated on the key aspects of his role.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards have been followed and there are no material departures 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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;

c) the directors have 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 have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; 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.

Auditors and Auditors’ Report

Statutory Auditors

The Statutory Auditors of the Company M/s. Suresh & Associates (FRN:003316N), Chartered Accountants, New Delhi will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Statutory Auditors of the Company, if re-appointed.

The financial statements, as referred to in the Auditor’s Report, are self explanatory and therefore do not require further comments and explanations. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

Referring notification of Ministry of Corporate Affairs, Government of India dated 31st December 2014 with respect to applicability of Companies (Cost Records and Audit) Amendment Rules, 2014, your company is not required to get its cost records audited and thus did not proceed towards conducting Audit of Cost Audit for the financial year 2015-16.

Secretarial Auditor

M/s AGG & Associates, Company Secretaries, New Delhi was appointed to conduct Secretarial Audit for the financial year 2015-16, as required under section 204 of the Companies Act, 2013 and rules there under. The Secretarial Audit Report issued by M/s AGG & Associates is forms part of the Annual Report as Annexure-II. It does not contain any qualification, reservation or adverse remark.

Associate/ Joint Venture/ Subsidiary Companies

The company has no associate/ joint venture and subsidiary companies during the financial year under review.

The policy for determining material subsidiaries as approved by the Board may be accessed on the Company’s website at the link: http://amdindustries.com/ Policy%20on%20Material%20Subsidiary.pdf.

Corporate Governance

Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. At AMD, the goal of corporate governance is to ensure fairness for every stakeholder. We believe sound corporate governance is critical to enhance and retain investor trust. We always seeks to ensure that our performance is driven by integrity. Our Board exercises its fiduciary responsibilities in the widest sense of term. We also endeavor to enhance long- term shareholder value and respect minority rights in all our business decisions.

Our Corporate governance report for fiscal 2016 forms part of this Annual Report. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at the link: http://amdindustries.com/Corporate%20 Social%20Responibility%20Policy.pdf

During the year, in compliance with CSR provisions, Company has spent Rs. 14.72 lakhs on CSR activities. The brief contents of CSR policy is given in the Annual Report on CSR activities is annexed herewith as Annexure III.

Internal Financial Controls

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

Meetings of the Board

The Board met four times during the financial year, the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Committees

Currently, the Board has five Committees: the Audit Committee, the Nomination and Remuneration Committee, the Management Committee, the Stakeholder Relationship Committee. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report section of this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year under review with related parties were in the ordinary course of business and at 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 Company has a Policy on materiality of and dealing with Related Party Transactions, as approved by the Board, which is available at its: http:// amdindustries.com/Policy%20on%20Related%20Party%20Transactions.pdf

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure IV to this Report.

Vigil Mechanism/Whistle Blower policy

The Vigil Mechanism/Whistle Blower Policy of the Company aims to provide an avenue for directors and employees to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behavior, violation of Code of Conduct, etc. This policy also aims to create an environment where individuals feel free and secure to raise the alarm where they see a problem. It also ensures that whistleblowers are protected from retribution, whether within or outside the organization.

The Policy on vigil mechanism/whistle blower policy may be accessed on the Company’s website at: http://amdindustries.com/Whistle%20Blower%20 Policy%20-%20Vigil%20Mechanism.pdf

Particulars of Employees and related disclosures

Particulars of Employees and related disclosures in terms of the provisions of Section 197(12) of the Act read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed herewith as Annexure V to this Report.

Risk Management

Risk is an integral and unavoidable component of business and your company is committed to managing the risk in a proactive and effective manner. In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, legal risk.

Your Company adopts systematic approach to mitigate risks associated with accomplishment of objectives, operations, revenues and regulations. During the year, your company has adopted a Risk Management Policy. Our risk management policy focuses on three key elements, 1) Risk Assessment; (2) Risk Management; and (3) Risk Monitoring. Risk Assessment consists of a detailed study of threats and vulnerability and resultant exposure to various risks. Risk Management and Risk Monitoring are important in recognizing and controlling risks. Risk mitigation is an exercise aiming to reduce the loss or injury arising out of various risk exposures.

The Audit Committee of the Company reviews the Risk Management Policy and its implementation.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure VI to this Report.

Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its related company.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

The company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, no cases of sexual harassment has been received by the company.

Listing / Uniform Listing Agreement

The shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai.

The Securities and Exchange Board of India (SEBI) on 02/09/2015, issued SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 hereinafter called as Listing Regulations with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said Regulations were effective from the quarter ended 31st December, 2015. The Company entered into Uniform Listing Agreement with BSE Limited and National Stock Exchange of India Limited during January, 2016.

Green Initiative

As in the previous years, this year too, Notice of 33rd Annual General Meeting of the Company and Annual Report of the Company for the financial year 2015-16 are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s). For members who have not registered their e- mail addresses, physical copies are sent in the permitted mode.

Acknowledgement

Your Directors take this opportunity to express their sincere appreciation of the cooperation and support of our customers, business associates and bankers for their continued support during the financial year.

Your Directors wish to convey our deep appreciation to the dealers of the Company for their achievements in the area of sales and service, and to suppliers/ vendors for their valuable support.

Your Directors also place on record our sincere appreciation for the enthusiasm and commitment of Company’s employees for the growth of the Company and look forward to their continued involvement and support.

On behalf of the Board of Directors

Ashok Gupta

Place: New Delhi Chairman

Date: 09.08.2016 (DIN- 00031630)


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 31st Annual Report together with audited accounts for the financial year ended 31st March 2014.

Financial Results

The financial performance of the Company for the financial year ended 31st March, 2014 is summarized below:

(Rs. In Lacs)

Particulars Financial Year Financial Year 2013-14 2012-13

Revenue from Operations 18295.87 15714.76 (net of excise duty)

Other Income 48.24 111.60

Total 18344.11 15826.37

Profit from operations 2845.75 2063.49 before Financial Costs, Depreciation, Exceptional Items & Tax Expenses

Financial Costs 1041.56 1010.32

Profit before Depreciation, Exceptional 1804.19 1053.17

Item & Taxation

Depreciation 873.03 827.90

Profit before Exceptional Items and Tax 931.16 226.07

Expenses

Exceptional Items (1.49) .09

Profit before Tax 929.67 226.15

Less: Tax Expenses 315.06 67.12

Net Profit for the year /Amount 614.60 159.03

available for Appropriation Appropriations:

General Reserve Nil Nil

Dividend on Equity Shares 172.50 172.50

Tax on Dividend 27.98 27.98

Balance Carried to Balance Sheet 414.12 -41.45

TOTAL 614.60 159.03

Operations

During the year under review your Company registered total revenue of Rs.18344.11 Lacs as compared to previous year's turnover of Rs.15826.37 Lacs a growth of 15.91% over the previous year. The Net Profit is at Rs.614.60 Lacs as compared to Rs.159.03 Lacs in the previous year, which shows an increase of 286.47% from previous year.

Packaging business

The rise in profit is mainly due to increase in volume in all its products. There is increase in volume of more than 7% against last year in Crowns. The Closures have grown at more than 7% higher than last year and there is a increase in sales in PET Performs of more than 16% against last year.

Real Estate Business

The real estate market of the country has been showing stagnant growth. The company through its subsidiary AMD Estates & Developers Private Limited is developing a Commercial Complex at Sector-114, Gurgaon, Haryana in collaboration with VSR Infratech Private Limited, New Delhi.

The development of this project is progressing well. During the year under review, the company has received revenue of Rs.380.57 lacs from this project.

Dividend

Your Directors are pleased to recommend a dividend of Re. 0.90 (Ninety Paise Only) per equity share of face value of Rs.10/- each for the financial year 2013-14.

Fixed deposits

During the financial year 2013-14, your Company has not invited or accepted any deposits from the public within the meaning of provisions of Section 58A of the Companies Act, 1956.

Directors

The Board in its meeting held on 7th February 2014 appointed Mr. Ashok Gupta as Whole-time Director of the Company for a period of three years with effect from 01.04.2014. The Board also elected/appointed him as Vice-Chairman with effect from 7th February 2014. The Board further in its meeting dated 7th February 2014 appointed Mr. Adit Gupta as Managing Director of the Company for a period of three years with effect from 01.04.2014.

According to the provisions of section 149 of the Companies Act 2013, an independent director can hold office for a term upto five consecutive years on the Board of the company and such independent directors shall not be liable to retire by rotation. Further, as per section 152 of Companies Act 2013, at least two-third (2/3rd) of the total number of directors (other than independent directors) shall be liable to retirement by rotation. The second proviso to section 149(1) of the Companies Act, 2013 requires the company to appoint a woman director on its Board.

Accordingly, in terms of above provisions and Articles of Association of the company, following directors shall be subject to appointment / re- appointment at the ensuing annual general meeting of the company:

1. Mr. Ashok Gupta, Vice Chairman & Whole-time Director of the Company retires by rotation and being eligible offers himself for re- appointment.

2. Mr. Mahi Pal Ahluwalia and Mr. Prabhat Krishna are proposed to be appointed as Independent Director for a term of 5 years with effect from the date of ensuing annual general meeting of the company.

3. Ms. Shubha Singh is proposed to be appointed as independent director for a term of 2 years with effect from the date of ensuing annual general meeting of the company.

4. Mr. Adit Gupta as Managing Director and Mr. Ashok Gupta as Whole-time Director.

Auditors & Auditor's Report

The Statutory Auditors of the Company M/s. Suresh & Associates, Chartered Accountants, New Delhi retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Statutory Auditors of the Company, if reappointed. The Board of Directors recommend to the shareholders for their approval as the Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting.

The financial statements, as referred to in the Auditor's Report, are self explanatory and therefore do not require further comments and explanations.

Cost Auditors and Cost Audit Report

Pursuant to the Order No. F No, 5/26/CAB-2010 dated 24th January, 2012 of Ministry of Corporate Affairs, GOI, which made it mandatory for the Company to get its Cost Accounting Records audited for each financial year by a Cost Accountant, the Company had appointed M/s Aggrawal Ashwani K. & Associates, Cost Accountants, New Delhi for carrying out the audit of cost accounting records of the Company for F.Y. 2013-14. The Board in its meeting held on 08.08.2013 adopted the Cost Audit Report for FY 2012-13. The Cost Audit Report was filed with the Central Government on 29th September 2013. The Board in its meeting dated 28.05.2014 appointed M/s Aggrawal Ashwani K. & Associates, Cost Accountants, as Cost Auditors of the Company for F.Y. 2014-15 at a fee of Rs.1,10,000/- subject to ratification of the said fee by the shareholders at the ensuing annual general meeting.

Secretarial Audit and Secretarial Audit Report

In line with the high standards of corporate governance, the company voluntarily got Secretarial Audit conducted from M/s AGG & Associates, Company Secretaries, New Delhi for the financial year 2013-14. The Secretarial Audit Report issued by M/s AGG & Associates is provided in the Annual Report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

a. that in the preparation of Annual Accounts for the financial year 2013-14, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

b. that the directors have selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit or loss of the Company for that period;

c. that the directors had taken proper & sufficient care 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 & detecting the fraud and other irregularities;

d. that the directors had prepared the Annual Accounts for the financial year 2013-14 on a "going concern basis".

Subsidiary Companies

In pursuant to Circular No. 5/12/2007-CL-MI dated 8th February, 2011 of The Ministry of Company Affairs, Government of India, the Board has granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the financial statements of its subsidiaries to the Company's annual report. Further as required under the said Circular, the Company undertakes that the annual accounts of its subsidiary companies and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the Head Office of the Company at Delhi and of subsidiary companies concerned. Further, the separate audited accounts of the subsidiaries shall be available on the website of the company www.amdindustries.com.

Corporate Governance

Your Company reaffirms its commitment to the good corporate governance practices. The Reports on the Corporate Governance and Management Discussion & Analysis as required pursuant to Clause 49 of the Listing Agreement form an integral part of this report and are set out as separate sections to this annual report. A Certificate from the Auditors of the Company, certifying compliance of conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement, is annexed with the Report on Corporate governance.

Listing

The shares of your Company are listed at Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of India Limited, Mumbai.

Particulars of Employees

Particulars of Employees required to be furnished under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, are set out in Annexure A to this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 pertaining to the conservation of energy, technology absorption, foreign exchange earnings & outgo are set out in Annexure B to this report.

Acknowledgement

Your Directors take this opportunity to express their sincere appreciation of the cooperation and support extended by the Shareholders, Bankers, Financial Institutions, Government Departments, Regulatory Bodies, Customers and other Business Constituents during the year under review.

Your Directors wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

On behalf of the Board of Directors

Place: New Delhi Harswarup Gupta Date: 05.08.2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the 30th Annual Report together with audited accounts for the financial year ended 31st March 2013.

Financial Results

The financial performance of the Company for the financial year ended 31st March, 2013 is summarized below:

(Rs. in Lacs)

Particulars Financial Year Financial Year 2012-13 2011-12

Net Sales/Income from Operation 15374.15 17643.14 (net of excise duty)

Other Operating Income 320.22 557.63

Other Income 132.00 69.07

Total 15826.37 18269.84

Profit from operations before Financial 2067.49 2631.44

Costs, Depreciation, Exceptional Items &

Tax Expenses

Financial Costs 1010.32 1073.46

Profit before Depreciation, Exceptional 1057.17 1557.99

Item & Taxation

Depreciation 827.90 762.53

Profit before Exceptional Items and Tax 229.27 795.45

Expenses

Exceptional Items .09 241.43

Profit before Tax 229.36 1036.89

Less: Tax Expenses 67.12 386.57

Net Profit for the year / Amount 162.23 650.32 available for Appropriation

Appropriations:

General Reserve Nil Nil

Dividend on Equity Shares 172.50 191.67

Tax on Dividend 27.98 31.09

Balance Carried to Balance Sheet -38.25 427.56

TOTAL 162.23 650.32



OPERATIONS REVIEW

Packaging Business:

During the year under review your Company registered a total turnover and other income of Rs. 15826.37 Lacs as compared to previous year''s turnover and other income of Rs. 18269.84 Lacs a decline of 13.37% over the previous year. The Company registered a Profit before Financial Costs, Depreciation & Taxation of Rs. 2067.49 Lacs (excluding income from exceptional items) as compared to Rs. 2631.44 Lacs (excluding income from exceptional items) recording a decline of 21.43% (approx.), whereas Net Profit at Rs. 162.23 Lacs as compared to Rs. 650.32 Lacs the previous year, which shows a decrease of 81.28% (approx). The decline in profits is due to rise in production costs, mainly rise in power and fuel costs, further the conversion rate also did not match with the such hike. The decline in the sales has effected due to sharp decline in export, which in turn has eroded heavily the profits of the year. This decline is mainly in the export of Crown Caps from 94062.49 cases is 2011-12 to 22083.32 cases in 2012-13.

Textile Business:

The market scenario for the textile industry in the country as a whole remained continuously discouraging. The Company remained on the same policy of putting on hold the Textile project.

Real Estate Business:

The real estate market of the country has been showing stagnant growth. Development of Commercial Complex on the land of Company''s subsidiary AMD Estates & Developers Private Limited situated at Sector-114, Gurgaon, Haryana has been started, in which Company also holds interest, which is being carried out by VSR Infratech Private Limited, New Delhi under the Collaboration Agreement for the said development.

DIVIDEND

Despite of fact of Company''s inadequate profits for the financial year 2012-13, as a policy of the Company, your Directors are pleased to recommend a dividend of Re. 0.90 (Ninety Paise Only) per equity share of face value of Rs. 10/- each for the financial year 2012-13, which shall be paid out of reserves of the Company created out of profits of the previous years in accordance with the provisions of the Companies (Declaration of Dividend out of Reserves) Rules, 1975. The dividend, if approved and declared at the ensuing Annual General Meeting will be paid to those shareholders whose name shall appear on the register of members of the Company as on the date of Book Closure to be notified.

FIXED DEPOSITS

During the financial year 2012-13, your Company has not invited or accepted any deposits from the public within the meaning of provisions of Section 58Aof the Companies Act, 1956.

DIRECTORS

Mr. Harswarup Gupta, Executive Chairman (WTD) of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Seshadri Ratnam, Independent Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

A. that in the preparation of Annual Accounts for the financial year 2012- 13, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

B. that the directors have selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31* March, 2013 and of the profit or loss of the Company for that period;

C. that the directors had taken proper & sufficient care 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 & detecting the fraud and other irregularities;

D. that the directors had prepared the Annual Accounts for the financial year 2012-13 on a "going concern basis".

CORPORATE GOVERNANCE REPORT

Your Company reaffirms its commitment to the good corporate governance practices. A detailed report on the Corporate Governance as required pursuant to Clause 49 of the Listing Agreement forms part of the Annual Report. Certificate from the Auditors of the Company, confirming compliance of conditions of Corporate Governance as stipulated under the Clause 49, is annexed to this Report.

AUDITORS

The Statutory Auditors of the Company M/s. Suresh & Associates, Chartered Accountants, New Delhi retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Statutory Auditors of the Company, if reappointed. The Audit Committee and the Board of Directors recommend to the shareholders for their approval the appointment of M/s. Suresh & Associates, Chartered Accountants, as the Statutory Auditors of the Company for the financial year 2012-13.

AUDIT OF COST ACCOUNTING RECORDS

Pursuant to the Order No. F No, 5/26/CAB-2010 dated 24"'' January, 2012 of Ministry of Corporate Affairs, GOI, which made it mandatory for the Company to get its Cost Accounting Records audited, for each financial year w.e.f. 01" April, 2012, by a Cost Accountant holding valid certificate of practice as such, the Company has appointed M/s Aggrawal Ashwani K. & Associates, Cost Accountants, New Delhi for carrying out the audit of cost accounting records of the Company for FY. 2012-13. The Cost Auditors are required to submit their report with the Central Government within 180 days from the end of respective financial year with a copy of the same to be provided to the Company. For the FY. 2012-13 the Cost Audit Report filing due date is 30"1 September, 2013. Since the said financial year is the first year for the audit of the Cost Accounting Records of the Company and submission of the Cost Report by the Cost Auditor, the report for the same yet to be filed.

SUBSIDIARY COMPANIES:

The Ministry of Company Affairs, Government of India vide its Circular No. 5/12/2007-CL-lll dated 8* February, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the Company, as required under section 212, subject to the fulfillment of certain conditions by the Company. Further as required under the said Circular, the Company undertakes that the annual accounts of its subsidiary ^companies and the related detailed information shall be made available to the / shareholders of the holding and subsidiary companies seeking such information ¦ at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the Head Office of the Company at Delhi and of subsidiary companies concerned.

As required in the above said Circular and the current listing norms, Consolidated Financial Statements of the Company and its subsidiaries are being published in the current year''s Annual Report.

DE-SUBSIDIARISATION OF AMD ESTATES & DEVELOPERS PVT LIMITED:

The real estates sector has been showing stagnant growth for some time. The Directors has decided to unlock the funds so invested in the equity shares of its subsidiary AMD Estates & Developers Pvt. Ltd. by sell off of the same. The funds so unlocked would be utilized in easing out the funds liquidity problem of the Company and partially in retiring company''s debt which in turn will reduce to some extent the financial costs of the Company thereby increase profits or for such other purposes as the directors may decide in the best interest of the Company and its shareholders. *

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

A. Conservation of Energy

Energy conservation, wherever possible, is being implemented. However, continuous efforts to conserve and optimize the use of energy through improved operational methods and other means have always been the endeavour of the Company to implement.

B. Technology Absorption

The Company believes that technological obsolescence is practical reality. Our research and development activities will help us gear for future opportunities. We invest and encourage continuous innovation.

C. Foreign Exchange Earning & Outoo

Company has been continuously making efforts to increase its export. , During the year under consideration, the Company has used Foreign Exchange equivalent to Rs.3926.18 Lacs (previous year Rs 4842.84 Lacs) and earned Foreign Exchange equivalent to Rs. 1284.27 Lacs (previous year Rs. 3494.40 Lacs).

PARTICULARS OF EMPLOYEES

A list of the employees of the Company who were in receipt of the such remuneration during the financial year 2012-13 which requires to be disclosed in this report under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended upto date is annexed herewith as Annexure-I

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation of the cooperation and support extended by the Shareholders, Bankers, Financial Institutions, Government Departments, Regulatory Bodies, Customers and other Business Constituents during the year under review.

Your Directors wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.



On behalf of the Board of Directors

Place: New Delhi Harswarup Gupta

Date: 28th May, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present the 29th Annual Report together with audited accounts for the financial year ended 31st March 2012.

Financial Results

The financial performance of the Company for the financial year ended 31st March, 2012 is summarized below:

(Rs. In Lacs)

Particulars Financial Year Financial Year 2011-12 2010-11*

Net Sales/Income from Operation (net of excise duty) 17643.14 13,396.89

Other Operating Income 557.63 4,14.52

Other Income 69.07 239.60

Total 18269.84 14051.01

Profit form operations before Financial Costs, Depreciation, Exceptional Items & Tax Expenses 3114.31 2537.72 Financial Costs 1073.46 1048.24

Profit before Depreciation, Exceptional Item &Taxation 2040.85 1489.48

Depreciation 762.53 720.08

Profit before Exceptional Items and Tax Expenses 1278.32 769.40

Exceptional Items 241.43 0.12

Profit before Tax 1036.89 769.28

Less: Tax Expenses 386.57 191.96

Net Profit for the year / Amount available for Appropriation 650.32 577.32

Appropriations:

General Reserve Nil 20.00

Dividend on Equity Shares 191.67 191.67 Particulars Financial Year Financial Year 2011-12 2010-11*

Tax on Dividend 31.09 32.57

Balance Carried to Balance Sheet 427.56 333.08

TOTAL 650.32 577.32

'Consequent to the notification of Revised Schedule VI of the Companies Act, 1956, the Financial Statements for the year ended 31st March, 2012 have been prepared as per the Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to confirm to this year classification and regrouped wherever necessary.

OPERATIONS REVIEW Packaging Business:

During the year under review your Company registered a total turnover and other income of Rs. 18269.84 Lacs as compared to previous year's turnover and other income of Rs. 14051.01 Lacs an increase of 30.03% over the previous year. The Company registered a Profit before Financial Costs, Depreciation & Taxation of Rs. 2872.88 Lacs (excluding income from exceptional items) as compared to Rs. 2537.60 Lacs (excluding income from exceptional items) recording a growth of 13.21%, whereas Net Profit at Rs. 650..32 Lacs as compared to Rs. 577.32 Lacs the previous year, which shows an increase 12.64%. The top line growth was possible due to the business growth in the beverage industry as a whole. However, despite of stiff competitions and financials costs, the company has registered an increase in the profit margins. The growth in the beverape industry is expected to maintain this year with contributory benefits accruing to the packaging business of the Company like previous year.

Textile Business:

The market scenario for the textile industry in the country as a whole remained continuously discouraging. The Company remained on the same policy of putting on hold the Textile project.

Real Estate Business:

The real estate market of the country has started picking up. Development of Commercial Complex at the land of Company's subsidiary AMD Estates & Developers Private Limited situated at Sector-114, Gurgaon, Haryana has been started in which Company also holds interest. The said development is being carried out by VSR Infratech Private Limited, New Delhi with which AMD Estates Developers had entered into a Collaboration Agreement for the said development. In coming years this project will also contribute towards revenue.

DIVIDEND

Your Directors are pleased to recommend a dividend of Re. 1/- (One) per equity share of face value of Rs. 101- each for the financial year 2011 -12. The dividend, if approved and declared at the ensuing Annual General Meeting will be paid to those shareholders whose name shall appear on the register of members of the Company as on the date of Book Closure to be notified.

FIXED DEPOSITS

During the financial year 2011-12, your Company has not invited or accepted any deposits from the public within the meaning of provisions of Section 58A of the Companies Act, 1956.

DIRECTORS

Mr. Prabhat Krishna, Independent Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. M.P. Ahluwalia, Independent Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 21/ (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

A. that in the preparation of Annual Accounts for the financial year 2011-12, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any,;

B. that the directors have selected such accounting policies and applied them consistently and made judgments & estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit or loss of the Company for that period;

C. that the directors had taken proper & sufficient care 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 & detecting the fraud and other irregularities;

D. that the directors had prepared the Annual Accounts for the financial year 2011-12 on a "going concern basis".

CORPORATE GOVERNANCE REPORT

Your Company reaffirms its commitment to the good corporate governance practices. Adetailed report on the Corporate Governance as required pursuant to Clause 49 of the Listing Agreement forms part of the Annual Report. Certificate from the Auditors of the Company, confirming compliance of conditions of Corporate Governance as stipulated under the Clause 49, is annexed to this Report.

AUDITORS

The Statutory Auditors of the Company M/s. Suresh & Associates, Chartered Accountants, New Delhi retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Statutory Auditors of the Company, if reappointed. The Audit Committee and the Board of Directors recommend to the shareholders for their approval the appointment of M/s. Suresh & Associates, Chartered Accountants, as the Statutory Auditors of the Company for the financial year 2012-13.

SUBSIDIARY COMPANIES:

The Ministry of Company Affairs, Government of India vide its Circular No. 5/12/2007-CL-lll dated 8- February, 2011 has granted general exemption under Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the Company subject to the fulfillment of certain conditions by the Company. Further as required under the said Circular, the Company undertakes that the annual accounts of its subsidiary companies and the related detailed information shall be made available to the shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the Head Office of the Company at Delhi and of subsidiary companies concerned.

As required in the above said Circular and the current listing norms, Consolidated Financial Statements of the Company and its subsidiaries are being published in the current year's Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

A. Conservation of Energy

Energy conservation, wherever possible, is being implemented. However, continuous efforts to conserve and optimize the use of energy through improved operational methods and other means have always been the endeavour of the Company to implement.

B. Technology Absorption

The Company believes that technological obsolescence is practical reality. Our research and development activities will help us gear for future opportunities. We invest and encourage continuous innovation.

C. Foreign Exchange Earning & Outgo

Company has been continuously making efforts to increase its export. During the year under consideration, the Company has used Foreign Exchange equivalent to Rs. 4876.93 Lacs (previous year Rs 3692.21 Lacs) and earned Foreign Exchange equivalent to Rs. 3494.40 [Lacs (previous year Rs. 1873.25 Lacs).

PARTICULARS OF EMPLOYEES

A list of the employees of the Company who were in receipt of the such remuneration during the financial year 2011-12 which requires to be disclosed in this report under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended upto date is annexed herewith as Annexure-I.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation of the cooperation and support extended by the Shareholders, Bankers, Financial Institutions, Government Departments, Regulatory Bodies, Customers and other Business Constituents during the year under review.

Your Directors wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

On behalf of the Board of Directors

Place: New Delhi Harswarup Gupta

Date: 23rd May, 2012 (Chairman)


Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the 28th Annual Report together with audited accounts for the financial year ended 31st March 2011.

Financial Results

The financial performance of the Company for the financial year ended 31st March, 2011 is summarized below:

(Rs. In Lacs)

Particulars Financial Year Financial Year

2010-11 2009-10

Turnovers Other Income 14178.03 11691.07

lncrease/(Decrease) in Closing Stock 834.83 130.99

Total 15012.86 11822.06

Profit before Interest,

Depreciations Taxation 2661.55 2451.63

Interests Financial Charges 1163.77 821.91

Profit before Depreciations Taxation 1497.78 1629.72

Depreciation 720.08 549.59

Profit before Tax 777.70 1080.13

Less: Provision for Tax

Current Tax 180.75 285.43

Deferred Tax 19.70 161.44

Excess provision of Income Tax (0.07) (21.13) of earlier years

Net Profit for the year/ Amount available 577.32 654.39 for Appropriation

Appropriations:

General Reserve 20.00 25.00

Dividend on Equity Shares 191.67 191.67

Tax on Dividend 32.57 32.57

Balance Carried to Balance Sheet 333.08 405.15

TOTAL 577.32 654.39

OPERATIONS REVIEW

Packaging Business:

During the year under review your Company registered a total turnover and other income of Rs. 14178.03 Lacs as compared to previous year's turnover and other income of Rs. 11691.07 Lacs an increase of 21.27%. The Company registered a Profit before Interest, Depreciation & Taxation of Rs. 2661.55 Lacs as compared to Rs 2452.63 Lacs recording a growth of 8.52% whereas Net Profit at Rs. 577.32 Lacs as compared to Rs. 654.39 Lacs the previous year, which shows decrease of 11.78%. The top line growth was possible due to the business growth in the beverage industry as a whole, however, stiff competitions and financials costs are factors behind the decrease in the profit margins. The growth in the beverage industry is expected to maintain this year with contributory benefits accruing to the packaging business of the Company like previous year.

Towards its continuous expansion plan, the Company has made its 5" PET Preform line at its works at Neemrana, Rajasthan operational in the midst of last quarter of the Financial Year 2010-11.

Textile Business:

The market scenario for the textile industry in the country as a whole remained continuously discouraging. The Company remained on the same policy of putting on hold the Textile project.

Real Estate Business:

The real estate market of the country has started picking up. Company's subsidiary AMD Estates & Developers Private Limited has entered into a collaboration agreement with VSR Infratech Private Limited, having a track record of developing commercial complex, for development of a commercial complex on commercial land situated at Gurgaon, Haryana in which Company also holds interest. The AMD Estates & Developers Pvt. Ltd. has received LOI from the Government of Haryana for the said construction.

DIVIDEND

Your Directors are pleased to recommend a dividend of Re. 1/- per equity share of face value of Rs. 10/- each for the financial year 2010-11. The dividend, if approved and declared at the ensuing Annual General Meeting will be paid to those shareholders whose name shall appear on the register of members of the Company as on the date of Book Closure to be notified.

FIXED DEPOSITS

During the financial year 2010-11, your Company has not accepted any deposits from the public within the meaning of provisions of Section 58A & 58AA of the Companies Act, 1956.

DIRECTORS

Mr. Sheshadri Ratnam, Independent Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Adit Gupta, Whole-Time Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies (Amendment) Act, 2000, with respect to Directors responsibility statement, it is hereby confirmed that:

A. In the preparation of Annual Accounts for the financial year 2010-11, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, and that there are no material discrepancies;

B. The Directors have selected such Accounting Policies and applied them consistently and made prudent judgments & estimates that are reasonable so as to give a true and fair view of the State of Affairs of the Company as at 31st March, 2011 and the Profit & Loss A/c of the Company for the accounting year ended on that date;

C. The Directors have taken proper & sufficient care 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 & detecting the fraud and other irregularities;

D. The Directors have prepared the Annual Accounts for the financial year 2010-11, on "going concern basis".

CORPORATE GOVERNANCE REPORT

Your Company reaffirms its commitment to the good corporate governance practices. Adetailed report on the Corporate Governance as required pursuant to Clause 49 of the Listing Agreement forms part of the Annual Report. Certificate from the Auditors of the Company, confirming compliance of conditions of Corporate Governance as stipulated under the Clause 49, is annexed to this Report.

AUDITORS

The Statutory Auditors of the Company M/s. Suresh & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Statutory Auditors, if reappointed. The Audit Committee and the Board of Directors recommend to the shareholders for their approval the appointment of M/s. Suresh & Associates as the Statutory Auditors of the Company for the financial year 2011 -12.

SUBSIDIARY COMPANIES & CONSOLIDATED GROUP RESULTS:

The statement & particulars relating to the company's subsidiaries, AMD Estates & Developers Pvt. Ltd. and Prime Techno Build Private Limited pursuant to section 212 of the Companies Act 1956 are attached to this report as an annexure.

As required under the current listing norms, Consolidated Financial Statements are being published in the current year's Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

A. Conservation of Energy

Energy conservation, wherever possible, is being implemented. However, continuous efforts to conserve and optimize the use of energy through improved operational methods and other means have always been the endeavour of the Company to implement.

B. Technology Absorption

The Company believes that technological obsolescence is practical reality. Our research and development activities will help us gear for future opportunities. We invest and encourage continuous innovation.

C. Foreign Exchange Earning & Outgo

Company has been continuously making efforts to increase its export. During the year under consideration, the Company has used Foreign Exchange equivalent to Rs. 4536.00 Lacs (previous year Rs 4892.65 Lacs) and earned Foreign Exchange equivalent to Rs. 1849.50 Lacs (previous year Rs. 1099.67 Lacs).

PARTICULARS OF EMPLOYEES

None of the employees of the Company was in receipt of the such remuneration during the financial year 2010-11 which requires to be disclosed in this report under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended uptodate.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express its sincere appreciation of the cooperation and support extended by the Shareholders, Bankers, Financial Institutions, Government Departments, Regulatory Bodies, Customers and other Business Constituents during the year under review.

Your Directors wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

For and on behalf of the Board of Directors of AMD Industries Ltd.

Harswarup Gupta (Chairman)

Place: New Delhi Date : 27th May, 2011


Mar 31, 2010

The Directors are pleased to present the 27th Annual Report together with audited accounts for the financial year ended 31st March 2010.

Financial Results

The financial performance of the Company for the financial year ended 31st March, 2010 is summarized below:

(Rs. In Lacs)

Particulars Financial Year Financial Year

2009-10 2008-09

Turnover & Other Income 11822.06 9345.02

Profit before Interest, Depreciation & Taxation 2451.63 1972.47

Interest & Financial Charges 821.91 796.86

Profit before Depreciation & Taxation 1629.72 1175.61

Depreciation 549.59 478.73

Profit before Tax 1080.13 696.88

Less: Provision for Tax

Current Tax 285.43 179.35

Deferred Tax 161.44 179.19

Excess provision of Income Tax of earlier years (21.13) (1.01)

Net Profit for the year / Amount available for Appropriation 654.39 339.35

Appropriations:

General Reserve 25.00 50.00

Dividend on Equity Shares 191.67 191.67

Tax on Dividend 32.57 32.57

Balance Carried to Balance Sheet 405.15 65.11

TOTAL 654.39 339.35



DIRECTORS

Mr. Harswarup Gupta, Executive Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies (Amendment) Act, 2000, with respect to Directors responsibility statement, it is hereby confirmed that

A. In the preparation of Annual Accounts for the financial year 2009-10, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any, and that there are no material discrepancies;

B. The Directors have selected such Accounting Policies and applied them consistently and made prudent judgments & estimates that are reasonable so as to give a true and fair view of the State of Affairs of the Company as at 31st March 2010 and the Profit & Loss A/c of the Company for the accounting year ended on that date;

C. The Directors have taken proper & sufficient care 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 & detecting the fraud and other irregularities;

D. The Directors have prepared the Annual Accounts for the financial year 2009-10, on "going concern basis".

CORPORATE GOVERNANCE REPORT

A detailed report on the Corporate Governance as required pursuant to Clause 49 of the Listing Agreement forms part of the Annual Report. Certificate from the Auditors of the Company, confirming compliance of conditions of Corporate Governance as stipulated under the Clause 49, is annexed to this Report.

AUDITORS

The Statutory Auditors of the Company M/s. Suresh & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office of Statutory Auditors, if re-appointed. The Audit Committee and the Board of Directors recommend to the shareholders for their approval the appointment of M/s. Suresh & Associates as the Statutory Auditors of the Company for the financial year 2010-11

Subsidiary Companies & Consolidated Group Results:

The statement & particulars relating to the companys subsidiaries, AMD Estates & Developers Pvt. Ltd. and Prime Techno Build Private Limited pursuant to section 212 of the Companies Act 1956 are attached to this reports, as an annexure.

As required under the current listing norms, Consolidated Financial Statements are being published in the current years Annual Report.

Energy Conservation, Technology Absorption & Foreign Exchange

A. Conservation of Energy

Energy conservation, wherever possible, is being implemented. However, continuous efforts to conserve and optimize the use of energy through improved operational methods and other means have always been the Endeavour of the Company to implement.

B. Technology Absorption

The Company believes that technological obsolescence is practical reality. Our research and development activities will help us gear for future opportunities. We invest and encourage continuous innovation. Our R&D is always focused to provide unique benefits to our customers and stakeholders by working both proactively and reactively.

C. Foreign Exchange Earning & Outgo

During the year under consideration, the Company has used Foreign Exchange equivalent to Rs. 7.04 Lacs (previous year Rs 4.93 lacs) and earned Foreign Exchange equivalent to Rs.1099.67 Lacs (previous year Rs.521.99 lacs).

Particulars of Employees

Pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, the names and other particular of employees are set out herein:

Particulars of Employees pursuant to Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975,

A. Employed throughout the year and in receipt of remuneration aggregating Rs.24,00,000/- or more per annum

Name Designation Qualifications Remuneration (Rs.)

1.Sh. Ashok Gupta Managing Director B.Sc.(Hons.) 47.80

2.Sh. Harswarup Gupta Executive Graduate 47.78 Chairman

3. Sh. Adit Gupta Whole time B.Sc.(Chemical 47.99 Director Engg.) & MBA Finance

Name Experience Date of Age Last Emplo- (Years) Appointment (Years) yment held (Employer/ Designation) 1. Sh. Ashok Gupta 32 17-12-1983 57 Own business

2. Sh. Harswarup Gupta 49 17-12-1983 81 Own business 3. Sh. Adit Gupta 11 14-11-2005 31 N.A.

B. Employed for the part of the year and in receipt of remuneration aggregating Rs.24,00,000/- or more per annum

Name Designation Qualifications Remuneration (Rs.)

N. A.



Name Experience Date of Age Last Emplo- (Years) Appointment (Years) yment held (Employer/ Designation)

N. A.



Notes:

1 Sh. H.S. Gupta, Shri Ashok Gupta and Sh. Adit Gupta are related to each other.

2 None of the Employees except Sh. Harswarup Gupta, Sh. Ashok Gupta, and Sh. Adit Gupta holds more than 2% equity Shares of the Company

3 Remuneration includes salary , allowance and monetary value of all perquisites as valued under Income Tax Rules, 1962.

4 Nature of Employment in all cases is on contractual basis except in case of Directors, whose terms have been approved by the Shareholders.

5 All the employees have adequate experience to discharge the responsibilities assigned to them and their designations are indicative of their nature of duties.

Acknowledgment

Your Directors take this opportunity to express its sincere appreciation of the cooperation and support extended by the Shareholders, Bankers, Financial Institutions, Government Departments, Regulatory Bodies, Customers and other Business Constituents during the year under review.

Your Directors wish to place on record their appreciation for the committed services of the executives, staff and workers of the Company.

For and on behalf of Board of Directors



Place: New Delhi Harswarup Gupta

Date: 25th May, 2010 (Chairman)

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