Mar 31, 2025
Your Directors have pleasure in presenting their 27th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2025.
|
1. |
Financial Highlights (Rs. In Crores) |
||
|
Particulars |
2024-25 |
2023-24 |
|
|
Revenue from operations (Net) |
1274.26 |
1501.24 |
|
|
Other Income |
9.79 |
13.02 |
|
|
Total Income |
1284.05 |
1514.27 |
|
|
Less: Cost of Goods Sold |
1254.56 |
1467.68 |
|
|
Less: Employment Benefit Expenses |
1.46 |
1.31 |
|
|
Less: Other Expenses |
2.37 |
3.39 |
|
|
Total Expenses |
1258.39 |
1472.38 |
|
|
Earning before Financial charges, Depreciation &Amortization and Taxes (EBITDA) |
25.66 |
41.89 |
|
|
Add: Exceptional Items |
- |
- |
|
|
Less: Depreciation SAmortization |
0.46 |
0.43 |
|
|
Less: Financial Charqes |
15.65 |
13.21 |
|
|
Earnings Before Tax |
9.55 |
28.25 |
|
|
Less: Current Tax |
2.59 |
7.40 |
|
|
Less: Deferred Tax |
(0.03) |
(0.05) |
|
|
Less: Income Tax of Previous Years |
- |
- |
|
|
Less: Interest on Income Tax/ TDS/ TCS/ Sales Tax |
- |
- |
|
|
Eamings/Profit after taxes (PAT) |
6.99 |
20.90 |
|
|
Earnings Per Share (Basic) (Rs.) |
1.23 |
3.67 |
|
|
Earnings Per Share (Diluted) (Rs.) |
1.23 |
3.67 |
|
2. Review of Business Operation
During the year under review, the Company reported a total income of ?1,284.05 crores, reflecting a decline of 15.20% compared to ?1,514.27 crores in the previous financial year.
The net profit after tax also saw a significant drop, falling by over 66.55% to ?6.99 crores in the current year, as against ?20.90 crores in the prior year.
3. Capital Structure
There is no change in the capital structure of the company during the year under review.
4. Dividend
Your directors have decided to conserve the resources for future requirements and hence do not recommend any dividend for the year under review.
5. Public Deposits
During the year under review, the Company has not accepted any deposits from public. There are no outstanding/unclaimed deposits and hence no details as required under Rule 8(5)(v) and 8(5)(vi) have been provided.
6. Transfer of Reserves
Profit after tax during the year has been transferred to Surplus under the head âReserves & Surplus" forming part of the Balance Sheet.
7. Extract of Annual Return
In accordance with section 92(3) of the Companies Act, 2013, the Annual Return of the Company as on 31st March, 2025 is available on the Companyâs website and can be assessed at http://www.anmolindialtd.com.
8. Details of Subsidiary/ Joint Venture/ Associate Companies
The company neither has any subsidiary or associate company nor has entered into any joint venture with any other company.
9. Change in the Nature of Business
There is no change in the nature of business activities of the company during the year under review.
10. Detail of Directors or KMP Appointed/ Resigned during the year
Pursuant to provisions of Section 152(6) of the Companies Act, 2013, Mr. Tilak Raj, Director retires by rotation and being eligible, offers himself for re-appointment.
During the year under review Mr. Kapil was appointed as Non-Executive Director of the Company w.e.f. 01st October, 2024 and Mrs. Ridhima Garg as Independent Director of the Company w.e.f. 01st October, 2024.
11. Declaration Given by Independent Director
Your Company has received declarations from each of the independent director under Section 149 (7) of the Companies Act, 2013, that he/ she meets the criteria of Independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. Policy on Directorâs Appointment and Policy on Remuneration
In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of the Company regularly reviews the policy on Director''s Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3), based on the recommendations of the Nomination and Remuneration Committee. A copy of relevant policy is placed on the companyâs website atwww.anmolindialtd.com.
13. Committees of the Board
There are currently Four Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. Corporate Social Responsibility Committee
Details of all the Committees along with their charters, composition are placed on the website of the Company at www.anmolindialtd.com.
14. Management Discussion And Analysis Report
Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report Annexure-3.
15. Material Changes and Commitment if any, affecting the Financial Position of the Company There are no material changes and commitment affecting the financial position of the Company.
16. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, SEBI (LODR), Regulations 2015 and other applicable acts, the Board has carried out an annual performance evaluation of its own performance, its committees and each director.
Evaluation of the Board and its Committees is based on various aspects of their functioning, such as, adequacy of the constitution and the composition of the Board and its committees, matters addressed in the meeting, processes followed at the meeting, Boardâs focus, regulatory compliances and corporate governance etc., are in place. Similarly, for evaluation of Individual Directorâs performance, various parameters like Directorâs profile, contribution n Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance etc., are considered.
The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires. The Directors expressed their satisfaction with the evaluation process.
17. Classes of Shares
The Company has only one class of equity shares of Face value of Rs.10/- each.
18. Meeting of the Board and Committees
During the financial year ended 31st March, 2025, the Board of Directors met 15 (Fifteen) times, members of Audit Committee met 05 (Five) times, members of Nomination and Remuneration Committee met 02 (Two) times, members of Stakeholders Relationship Committee met (4) four times and members of Corporate Social Responsibility Committee met 04 (Four) times. Further details w.r.t. Meeting of the Board of directors and its committee and their detailed briefs are given in the Corporate Governance Report. For details, please refer Corporate Governance Report as Annexure-1 forming part of this Annual Report.
19. Corporate Governance Report
The Corporate Governance report attached as Annexure-1 forms part of this report.
20. Directorâs Responsibility Statement
In accordance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:
In the preparation of the annual accounts for the year ended March 31st, 2025,the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
a) 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 31st, 2025 and of the profit of the Company for the year ended on that date;
b) 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;
c) the Directors have prepared the annual accounts on a âgoing concernâ basis;
d) 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
e) 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.
21. Related Party Transactions
All related party transactions that were entered into during the FY 2024-25 were on an armâs length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. For further details, please refer Note No. 31 forming part of financial statements.
22. Significant/ Material Orders Passed by the Regulators
There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern Status of your Company and its operations in future.
23. Auditorâs Report
The notes on financial statement referred to in the Auditorâs Report are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The Auditorâs Report does not contain any qualification, reservation or any adverse remark and hence do not call for any further comments.
Further, since the Auditors have not reported any instances involving Fraud in their Audit Report, the particulars as prescribed under Section 134 (3) (ca) of the Companies Act, 2013 have not provided.
24. Secretarial Auditorâs Report
Secretarial Audit Report in Form MR-3 given by M/s Harsh Goyal & Associates, Practicing Company Secretaries has been provided in an Annexure-2 which forms part of the Directorâs Report.
The secretarial Auditorâs Report for the financial year 2024-25, does not contain any qualification, observation or adverse remarks and therefore, in the opinion of Directors, do not call for any further comments.
25. Code of Conduct for Prevention of Insider Trading
Your Companyâs Code of Conduct for prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/ promoter group(s) and such other designated employees of the Company, who are expected to have access to unpolished price sensitive information relating to the Company. The Directors, their relatives senior management personnel, persons forming part of promoter(s)/ promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the course of trading window.
The Board of Directors has approved and adopted the Code of Conduct to regulate, monitor and report Trading by insiders. The Board has also approved the Code for fair disclosure in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on Companyâs website www.anmolindialtd.com.
26. Particulars of Employees
There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, details as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.
The details forming part of top ten employees in terms of remuneration of the Company is annexed herewith as Annexure-5.
The statement containing particulars of employees as required under Section 197 (12) of the Companies Ad, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 are given below:
|
s. No. |
Name of Director/ KMP and Designation |
Remunerati on of Director/ KMP for the FY 2024-25 |
Percentage Increase/ Decrease in remuneration in the Financial Year 2024-25 |
Ratio of Remuneration of each director to the Median Remuneration of Employees |
|
1 |
Mr. Vijay Kumar, Managing Director & CFO |
30.00,000/- |
" |
8.33:1 |
|
2 |
Mr. Chakshu Goyal, Wholetime Director |
24.00,000/- |
â |
6.67:1 |
|
3 |
Mrs. Parabhjot Kaur, Company Secretary |
3,54,000/- |
9.26% |
0.98:1 |
The median remuneration of employees of the Company during the financial year 2024-25 was Rs. 3,60,000/-.
27. Cost Auditor
As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, maintenance of Cost records and appointment of cost Auditors are not applicable on your Company.
28. Loans, Guarantees and Investments
The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013, if any, read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.
29. Internal Financial Controls Related to Financial Statements
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are proper, adequate and operating effectively. The Board has accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 2013, to the extent applicable. These are in accordance with generally accepted accounting principles in India.
30. Vigil Mechanism/ Whistle Blower Policy
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company is placed on the website of the Company at www.anmolindialtd.com.
31. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Company has not yet constituted any Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. However, The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Company has not received any complaint on sexual harassment during the financial year 2024-25.
32. Separate Meeting of Independent Directors
During the year under review, the following Independent Directors met on 24th March, 2025, discussed and reviewed the performance of non-independent Directors, the Board and the Chairman of the Company and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.
1. Sanjeev Kumar
2. Sumit Goswami
3. Bhupesh Goyal
4. Bhupinder Preet Kaur
.33. Listing with Stock Exchanges
Your Company has paid Annual Listing Fees for the Financial Year 2024-25 to the BSE Limited & National Stock Exchange of India Limited (NSE) where the Companyâs Shares are listed.
34. Conservation of Energy and Technology Absorption
Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis.
In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies( Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.
35. Foreign Exchange Earnings & Outgo
The Company has incurred an expenditure of Rs. 471.59/- Crores in foreign exchange during the financial year 2024-2025 towards imports.
36. Corporate Social Responsibility Activity
The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility), Rules 2014. Your Company has been undertaking CSR activities on a significant scale, upholding the belief that corporate have a special and continuing responsibility towards social development.
The CSR Policy is available on the website of the Company www.anmolindialtd.com. During the year, the Board has undertaken activities relating to corporate social responsibility as per the provisions of the Companies Act, 2013 as detailed in Annexure-4.
37. Disclosure under the Insolvency and Bankruptcy Code
Company has not made any application or any proceeding is pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the Financial Year 2024-25.
38. Disclosure of Valuation of Assets
The Company has not done any one time settlement and hence no information is provided on difference between the amounts of the valuation executed at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
Your Directors express their sincere appreciation for the cooperation and assistance received from customers, suppliers, employees, shareholders, bankers, Government agencies, financial institutions, regulatory bodies and other business constituents during the year under review. The Directors express their sincere thanks to the lenders of the Company for continuous support during the year. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.
Mar 31, 2024
Your Directors have pleasure in presenting their 26th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2024.
1. Financial Highlights (Rs. In Crores)
|
Particulars |
2023-24 |
2022-23 |
|
Revenue from operations (Net) |
1501.24 |
1410.24 |
|
Other Income |
13.02 |
7.92 |
|
Total Income |
1514.27 |
1418.16 |
|
Less: Cost of Goods Sold |
1467.68 |
1378.40 |
|
Less: Employment Benefit Expenses |
1.31 |
1.17 |
|
Less: Other Expenses |
3.39 |
2.06 |
|
Total Expenses |
1472.38 |
1381.63 |
|
Earning before Financial charges, Depreciation &Amortization and Taxes (EBITDA) |
41.89 |
36.53 |
|
Add: Exceptional Items |
- |
- |
|
Less: Depreciation &Amortization |
0.11 |
0.51 |
|
Less: Financial Charges |
13.21 |
10.98 |
|
Earnings Before Tax |
28.57 |
25.04 |
|
Less: Current Tax |
7.40 |
6.45 |
|
Less: Deferred Tax |
(0.05) |
(0.07) |
|
Less: Income Tax of Previous Years |
- |
|
|
Less: Interest on Income Tax/ TDS/TCS/ Sales Tax |
- |
- |
|
Earnings/Profit after taxes (PAT) |
21.22 |
18.66 |
|
Earnings Per Share (Basic) (Rs.) |
3.73 |
3.28 |
|
Earnings Per Share (Diluted) (Rs.) |
3.73 |
3.28 |
2. Review of Business Operation
The financial year 2023-24 was yet another year of robust performance by the Company. During the year under review, the Company has earned a total income of Rs. 1514.27 Crores as against Rs. 1418.16 Crores in the previous year registering an increase of 6.78%.
The net profit after tax of the Company has however, increased by over 20% to Rs. 20.90 Crores during current year as compared to Rs. 18.66 Crores in the previous year.
The afore-mentioned performance was the result of consistent efforts made by the Company in optimizing its operations. The management does not see any risks in the Companyâs ability to continue as a going concern and meeting its liabilities as and when they fall due.
3. Capital Structure
There is a change in the capital structure of the company during the year under review. The authorized share capital of the company was increased from Rs. 57.00 crores to Rs. 77.00 crores by getting approval of members by way of postal ballot.
4. Dividend
Your directors have decided to conserve the resources for future requirements and hence do not recommend any dividend for the year under review.
5. Public Deposits
During the year under review, the Company has not accepted any deposits from public. There are no outstanding/unclaimed deposits and hence no details as required under Rule 8(5)(v) and 8(5)(vi) have been provided.
6. Transfer of Reserves
Profit after tax during the year has been transferred to Surplus under the head âReserves & Surplusâ forming part of the Balance Sheet.
7. Extract of Annual Return
In accordance with section 92(3) of the Companies Act, 2013, the Annual Return of the Company as on 31st March, 2024 is available on the Companyâs website and can be assessed at http://www.anmolindialtd.com.
8. Details of Subsidiary/ Joint Venture/ Associate Companies
The company neither has any subsidiary or associate company nor has entered into any joint venture with any other company.
9. Change in the Nature of Business
There is no change in the nature of business activities of the company during the year under review.
10. Detail of Directors or KMP Appointed/ Resigned during the year
Pursuant to provisions of Section 152(6) of the Companies Act, 2013, Mrs. Neelam Rani, Director retires by rotation and being eligible, offers herself for re-appointment.
During the year under review Mr. Sahil Aggarwal, Non-Executive Director has resigned from the Board w.e.f 29th January, 2024 and Mrs. Nidhi Chopra, Independent Director has resigned from the Board w.e.f. 23rd February, 2024 due to their pre occupations.
11. Declaration Given by Independent Director
Your Company has received declarations from each of the independent director under Section 149 (7) of the Companies Act, 2013, that he/ she meets the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. Policy on Directorâs Appointment and Policy on Remuneration
In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of the Company regularly reviews the policy on Directorâs Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3), based on the recommendations of the Nomination and Remuneration Committee. A copy of relevant policy is placed on the companyâs website atwww.anmolindialtd.com.
13. Committees of the Board
There are currently Four Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
4. Corporate Social Responsibility Committee
Details of all the Committees along with their charters, composition are placed on the website of the Company at www.anmolindialtd.com.
14. Management Discussion And Analysis Report
Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report Annexure-3.
15. Material Changes and Commitment, if any, affecting the Financial Position of the Company There are no material changes and commitment affecting the financial position of the Company.
16. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, SEBI (LODR), Regulations 2015 and other applicable acts, the Board has carried out an annual performance evaluation of its own performance, its committees and each director.
Evaluation of the Board and its Committees is based on various aspects of their functioning, such as, adequacy of the constitution and the composition of the Board and its committees, matters addressed in the meeting, processes followed at the meeting, Boardâs focus, regulatory compliances and corporate governance etc., are in place. Similarly, for evaluation of Individual Directorâs performance, various parameters like Directorâs profile, contribution n Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance etc., are considered.
The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it determines whether to extend or continue their term of appointment, whenever their respective term expires. The Directors expressed their satisfaction with the evaluation process.
17. Classes of Shares
The Company has only one class of equity shares of Face value of Rs.10/- each.
18. Meeting of the Board and Committees
During the financial year ended 31st March, 2024, the Board of Directors met 20 (Twenty) times, members of Audit Committee met 07 (Seven) times, members of Nomination and Remuneration Committee met 02 (Two) times, members of Stakeholders Relationship Committee met (4) four times and members of Corporate Social Responsibility Committee met 05 (Five) times. Further details w.r.t. Meeting of the Board of directors and its committee and their detailed briefs are given in the Corporate Governance Report. For details, please refer Corporate Governance Report as Annexure-1 forming part of this Annual Report.
19. Corporate Governance Report
The Corporate Governance report attached as Annexure-1 forms part of this report.
20. Directorâs Responsibility Statement
In accordance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:
In the preparation of the annual accounts for the year ended March 31st, 2024,the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
a) 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 31st, 2024 and of the profit of the Company for the year ended on that date;
b) 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;
c) the Directors have prepared the annual accounts on a âgoing concernâ basis;
d) 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
e) 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.
21. Related Party Transactions
All related party transactions that were entered into during the FY 2023-24 were on an armâs length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. For further details, please refer Note No. 31 forming part of financial statements.
22. Significant/ Material Orders Passed by the Regulators
There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern Status of your Company and its operations in future.
23. Auditorâs Report
The notes on financial statement referred to in the Auditorâs Report are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The Auditorâs Report does not contain any qualification, reservation or any adverse remark and hence do not call for any further comments.
Further, since the Auditors have not reported any instances involving Fraud in their Audit Report, the particulars as prescribed under Section 134 (3) (ca) of the Companies Act, 2013 have not provided.
24. Secretarial Auditorâs Report
Secretarial Audit Report in Form MR-3 given by M/s Harsh Goyall & Associates, Practicing Company Secretaries has been provided in an Annexure-2 which forms part of the Directorâs Report.
The secretarial Auditorâs Report for the financial year 2023-24, does not contain any qualification, observation or adverse remarks and therefore, in the opinion of Directors, do not call for any further comments.
25. Code of Conduct for Prevention of Insider Trading
Your Companyâs Code of Conduct for prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/ promoter group(s) and such other designated employees of the Company, who are expected to have access to unpolished price sensitive information relating to the Company. The Directors, their relatives senior management personnel, persons forming part of promoter(s)/ promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the course of trading window.
The Board of Directors has approved and adopted the Code of Conduct to regulate, monitor and report Trading by insiders. The Board has also approved the Code for fair disclosure in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on Companyâs website www.anmolindialtd.com.
26. Particulars of Employees
There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, details as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.
The details forming part of top ten employees in terms of remuneration of the Company is annexed herewith as Annexure-5.
The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Manaaerial Personnel} Rules. 2014 are aiven below:
|
s. No. |
Name of Director/ KMP and Designation |
Remunerati on of Director/ KMP for the FY 2023-24 |
Percentage Increase/ Decrease in remuneration in the Financial Year 2023-24 |
Ratio of Remuneration of each director to the Median Remuneration of Employees |
|
1 |
Mr. Vijay Kumar, Managing Director & CFO |
30,00,000/- |
50% |
9.26:1 |
|
2 |
Mr. Chakshu Goyal, Wholetime Director |
24,00,000/- |
50% |
7.41:1 |
|
3 |
Mrs. Parabhjot Kaur, Company Secretary |
3,24,000/- |
-38.64% |
1:1 |
The median remuneration of employees of the Company during the financial year 2023-24 was Rs. 3,24,000/-.
27. Cost Auditor
As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, maintenance of Cost records and appointment of cost Auditors are not applicable on your Company.
28. Loans, Guarantees and Investments
The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013, if any, read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.
29. Internal Financial Controls Related to Financial Statements
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are proper, adequate and operating effectively. The Board has accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 2013, to the extent applicable. These are in accordance with generally accepted accounting principles in India.
30. Vigil Mechanism/ Whistle Blower Policy
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company is placed on the website of the Company at www.anmolindialtd.com.
31. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Company has not yet constituted any Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. However, The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Company has not received any complaint on sexual harassment during the financial year 2023-24.
32. Separate Meeting of Independent Directors
During the year under review, the following Independent Directors met on 30,ri March, 2024, discussed and reviewed the performance of non-independent Directors, the Board and the Chairman of the Company and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.
1. Sanjeev Kumar
2. Sumit Goswami
3. Bhupesh Goyal
4. Bhupinder Preet Kaur
.33. Listing with Stock Exchanges
Your Company has paid Annual Listing Fees for the Financial Year 2023-24 to the BSE Limited & National Stock Exchange of India Limited (NSE) where the Companyâs Shares are listed.
34. Conservation of Energy and Technology Absorption
Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis.
In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies( Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence have not been provided.
35. Foreign Exchange Earnings & Outgo
The Company has incurred an expenditure of Rs. 731.46 Crores in foreign exchange during the financial year 2023-2024 towards imports.
36. Corporate Social Responsibility Activity
The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility), Rules 2014. Your Company has been undertaking CSR activities on a significant scale, upholding the belief that corporate have a special and continuing responsibility towards social development.
The CSR Policy is available on the website of the Company www.anmolindialtd.com. During the year, the Board has undertaken activities relating to corporate social responsibility as per the provisions of the Companies Act, 2013 as detailed in Annexure-4
37. Disclosure under the Insolvency and Bankruptcy Code
Company has not made any application or any proceeding is pending under the Insolvency and Bankruptcy Code (IBC), 2016 during the Financial Year 2023-24.
38. Disclosure of Valuation of Assets
The Company has not done any one time settlement and hence no information is provided on difference between the amounts of the valuation executed at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
39. Acknowledgement
Your Directors express their sincere appreciation for the cooperation and assistance received from customers, suppliers, employees, shareholders, bankers, Government agencies, financial institutions, regulatory bodies and other business constituents during the year under review. The Directors express their sincere thanks to the lenders of the Company for continuous support during the year. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.
By Order of Board of Directors For Anmol India Limited
Sd/- Sd/-
Chakshu Goyal Vijay Kumar
Whole Time Director Managing Director & CFO
DIN:03126756 DIN:00574900
Date: 31st August, 2024 Place: Ludhiana
Mar 31, 2018
To,
The Members of ANMOL INDIA LIMITED
The Directors have pleasure in presenting the 20thAnnual Report together with the Audited Statement of Accounts of your Company for the financial year ended March 31, 2018.
1 FINANCIAL HIGHLIGHTS
|
Particulars |
Year ended 31st March, 2018 Amount (Rs) |
Year ended 31st March, 2017 Amount (Rs) |
|
Total Income |
2,99,24,22,361.05 |
1,86,49,56,160.61 |
|
Total Expenses |
2,94,86,32,671.28 |
1,84,86,00,786.18 |
|
Profit/(loss) before Exceptional Items and Extraordinary Items and Tax |
4,37,89,689.77 |
1,63,55,374.43 |
|
Add: Exceptional Items |
(45,10,000.00) |
2,576.35 |
|
Profit Before Tax |
3,92,79,689.77 |
1,63,57,950.78 |
|
Tax expenses |
||
|
-Current Tax |
1,30,69,861.00 |
54,11,490.00 |
|
-Deferred Tax |
(82,815.00) |
(3,061.00) |
|
-Income Tax of Previous Years |
6,208.00 |
15,686.30 |
|
-Interest on Income Tax/TDS/TCS/Sales Tax |
61,747.44 |
47,495.00 |
|
Profit/(loss) after taxation |
26,224,688.33 |
1,08,86,340.48 |
2. DIVIDEND
Your Directors have not recommended any dividend during the year.
3. TRANSFER TO RESERVES
Your directors have transfer Rs. 2,30,00,000/- of profit to the reserve during the financial year ended 31st march, 2018.
4. MEETINGS OF THE BOARD OF DIRECTORS
During the financial year 2017-18, 17 (Seventeen) Meetings of the Board of Directors of the Company was held.
5. STATE OF THE COMPANYâS AFFAIRS AND FUTURE OUTLOOK
During the financial year, the company had Net Profit of Rs. 26,224,688.33/- as against Net Profit of Rs. 1,08,86,340.48/- in the previous year.
6. CHANGES IN NATURE OF BUSINESS
There is no change in the nature of the business.
7 MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.
8. LOANS. GUARANTEES AND INVESTMENTS
There were no loans, guarantees or investments made by the company under section 186 of the companies Act, 2013 during the year under review.
9. EXTRACT OF ANNUAL RETURN
The extract of Annual Return in form no. MGT-9 as required under Section 92 of the Companies Act, 2013 for the financial year ending March 31, 2018 is annexed hereto as Annexure 1 and forms part of this Report.
10. RELATED PARTY TRANSACTIONS
During the Financial year 2017-18, following payments were made to Related Parties:
|
SI. No. |
Name |
Nature of Payment |
Amount |
|
1 |
Neelam Rani |
Interest |
10,90,814.00 |
|
2 |
Vijay Kumar |
Interest |
15,11,707.00 |
|
3 |
Tilak Raj |
Interest |
8,15,940.00 |
|
4 |
Chakshu Goyal |
Salary |
5,40,000.00 |
|
5 |
Deepika Agarwal |
Interest |
14,96,784.00 |
|
6 |
Sahil Aggarwal |
Interest |
11,06,845.00 |
11. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION
As the company is not a manufacturing company, so the conservation of energy, technology absorption clauses is not applicable.
12. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the Financial Year 2017-18, there were foreign exchange payment of Rs. 26,69,10,000.00.
13. RISK MANAGEMENT
The directors of the company is entrusted with the responsibility of managing and monitoring the risks, if any which in the opinion of the directors may threaten the existence of the company and can impact the ability to achieve the objectives of the company.
14. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
The Company has adequate internal control procedure commensurate with the size of the company and nature of its business.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Mr. Chakshu Goyal was appointed as âDirector during this Financial Year.
16. DEPOSITS
Neither, any type of deposits of previous year is unpaid or unclaimed during the financial year.
17. NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATES COMPANIES DURING THE YEAR
No company have become or ceased to be its Subsidiary Company, Joint Venture or Associate Company during the year.
18. DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATES
There is no Subsidiary, Joint Venture or Associates of ANMOL INDIA LIMITED
19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS AND TRIBUNALS
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companyâs operations in future.
20. STATUTORY AUDITORS
M/s. Vikram Maheshwari & Associates, Chartered Accountants, who were appointed as the statutory auditors of the company to hold office up to the conclusion of the Annual General Meeting (AGM) to be held in the year 2022, subject to ratification of their appointment at every Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, it is proposed to ratify appointment of M/s Vikram Maheshwari & Associates as the statutory auditors of the company, from the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting. A certificate from them has been received to the effect that their re-appointment, if made, would be within the prescribed limits.
21. BOARDâS COMMENT ON THE AUDITORâS REPORT
There are no qualifications or adverse remarks in the Auditorsâ Report which require ahy clarification/ explanation. The notes on financial statements are self-explanatory, and need no further explanation.
22. SHARE CAPITAL
There is no change in the share capital of the company.
23. PARTICULARS OF EMPLOYEES
There are 11 (Eleven) employees in the Company.
24. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-
(a) In the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departure.
(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a âgoing concernâ basis;
(e) 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.
25. CONTINGENT LIABILITY
There is a Contingent Liability of Rs. 1,97,38,060/- as on 31.03.2018 towards the Green Cess Receivable and the case is pending before the Honorable High Court of Delhi.
26. ACKNOWLEDGMENT
Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.
Your company takes this opportunity to thank all the shareholders and investors of the company for their continued support.
For and on behalf of the Board of Directors
Directors Name: Vijay Kumar Directors Name: Neelam Rani
Designation: Director Designation: Director
DIN: 00574900 DIN:00574938
Place: Guwahati
Date:
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