THE MEMBERS,
The Directors have pleasure in presenting the 37th Annual Report on the
performance of your Company for the Financial Year ended 31st March, 2024.
1. STATEMENT OF COMPANY'S AFFAIRS: i. Financial Summary:
The performance of the Company for the financial year ended 31st March
2024 is summarized below:
(INR in Thousands)
Particulars |
2023-24 |
2022-23 |
Total Income |
10,56,948.20 |
15,57,327.62 |
Total expenses |
10,45,822.77 |
15,48,505.58 |
Profit before Exceptional Items & Tax |
11,125.43 |
8,822.04 |
Exceptional Items |
0 |
0 |
Net Profit before Taxation |
11,125.43 |
8,822.04 |
Tax Expenses: |
0 |
0 |
Current Tax |
2,094.26 |
3,915.02 |
Earlier year tax provisions |
0 |
0 |
Deferred Tax (Asset)/Liability |
779.02 |
(793.29) |
MAT Credit Entitlement |
0 |
0 |
Net ProfitAfter Tax |
8,252.15 |
5,700.31 |
Re-measurement gains/ (losses) on post
employment benefit plans |
(241.17) |
932.71 |
Total Comprehensive Income /(Loss) for the
year |
8,010.98 |
6,633.02 |
ii. Performance Review:
During the Financial Year 2023-24, the total revenue of the Company was
INR 10,56,948.20/- thousands as compared to the revenue of INR 15,57,327.62/- thousands
earned during the financialyear 2022-23. The Company has earned the net profit of INR
8,010.98/- thousands during the year under review in comparison to the net profit of INR
6,633.02/- thousands earned during the previous FinancialYear.
iii. Transfer to Reserves:
The Company has not transferred any amount to the General Reserves
during the year under review and no amount is presently proposed to be carried to the
reserves.
iv. Dividend:
The Board has not recommended any dividend on the equity shares of the
Company for the financial year ended 31st March, 2024.
v. Revision of Financial Statements or Board's report:
The Board of Directors of the Company has not revised the Financial
Statements and Board's report of the financial year under review.
vi. Material changes during the financial year and commitments
subsequent to the closure of financial year and upto the date of Boards Report:
Due to his demise, Shri. Surender Kumar Gupta ceased to be the Chairman
& Managing Director of the Company w.e.f 22nd March 2024.
The Board of Directors appointed Mr. Rajeev Gupta as the Chairman &
Managing Director of the Company w.e.f 21st June, 2024. His appointment is proposed to be
approved by the members at the ensuing Annual General Meeting of the Company. The Board
also approved the proposal of revision in remuneration of Mr. Rajeev Gupta in their
meeting held on 22nd August, 2024 subject to approval of members.
The designation of Mrs. Vidhu Gupta was changed to Non-Executive,
Non-Independent Director (Woman Director) w.e.f 21st June, 2024. In accordance with SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, her appointment is
proposed to be approved by the members at the ensuing Annual General Meeting of the
Company.
Mr. Dharam Pal Aggarwal, Independent Director of the Company resigned
from the directorship of the Company w.e.f 18th July 2024, due to his other professional
commitments.
In their meeting held on 22nd August, 2024, the Board appointed Ms.
Prarthana Gupta as Additional
Director in the capacity of Independent Director (Non-Executive)
effective from 22nd August, 2024. Her appointment is proposed to be ratified and approved
by the members in the ensuing Annual General
Meeting.
The Board appointed M/s. Gurvinder Chopra & Co., Cost &
Management Accountants as Cost Auditors of the Company for the financial year 2024-25 in
their meeting held on 22ndAugust, 2024. Further, during the year under review, the Company
received the details of outstanding fines by the Company pursuant to SEBI SOP Circulars
under Regulations 27(2), 17(1), 18(1), 19(1)/ 19(2), 20(1), 23(9) and 33 of SEBI (LODR)
Regulations, 2015 for the previous periods or events. Accordingly, BSE Limited has ordered
for the freezing of promoters demat account. In this regard, the Company has already
provided requisite clarifications to BSE Limited and has made its representation before
BSE
Limited. The Company has made required compliances and has also raised
the waiver request to BSE Limited in December, 2023. The reply of BSE Limited is still
awaited on the same.
Except this, there were no changes during the financial year under
review or subsequent to the closure of financial year and up to the date of Board's
vii. Key changes in the Nature of business:
There were no key changes in the nature of the business during the year
under review.
viii. Operations and Future Outlook during the year:
The results during the Financial year 2023-24 were satisfactory. Your
Company still aims to achieve higher targets in coming future. Due to stiff competition,
increased prices of raw materials and other related factors, the market situations are
becoming more difficult to survive. The Company is continuously trying and changing its
market strategy for better and improved results. Further, the Company is in continuous
process of using better technology & expanding its areas of operation and is aiming
for much better results in the near future.
2. DIRECTORS:
i. Meetings of the Board:
The Board met Eight (8) times during the Financial Year 2023-24, in
respect of those meetings proper notices were given and the proceedings were properly
recorded. The intervening gap between any two meetings was within the period prescribed
under Companies Act, 2013, Secretarial Standards and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 on the Corporate Governance. For further
details regarding number of meetings of the Board and its committees, please refer
Corporate Governance Report, annexed to the Annual Report.
ii. Changes in Board of Directors:
Due to his demise, Shri. Surender Kumar Gupta ceased to be the Chairman
& Managing Director of the Company w.e.f. 22nd March 2024.
iii. Declaration by Independent Directors:
The Company has received necessary declaration from all the Independent
Directors under Section 149(7) of the Companies Act, 2013 declaring that they meet the
criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and under
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
iv. Training of Independent Directors:
The Company has adopted a Training Policy for training of Independent
Directors which inter-alia includes the various familiarization programmes in respect of
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company etc. Further, the same is also taken care
during the various strategy meets of the Company and different presentations in the
Board/Committee meetings on the statutory Laws. The details of such familiarization
programmes have also been posted on the website of the Company at https://www.
amcoindialimited.com/Appointment.html
v. Separate Meeting of Independent Directors:
The Independent Directors were fully kept informed of the
Company's activities in all its spheres. During the year under review, a separate
meeting of Independent Directors was held on 8th March, 2024 and the Independent
Director's reviewed the performance of: a) The Executive Directors of the
Company viz. Mr. Surender Kumar Gupta, Chairman & Managing Director, Mr. Rajeev
Gupta, Whole Time Director and Mrs. Vidhu Gupta, Whole Time Director (Woman Director), b)
The Board of Directors of the Company as a whole, c) The Independent Directors also
reviewed the performance of Chairman of the Company, and d) They also assessed the
quality, quantity and timeliness of flow of information between the Company's
management and the Board that are necessary for the Board to effectively and reasonably
perform their duties.
vi. Key Managerial Personnels (KMPs):
During the year under review, due to his demise, Shri. Surender Kumar
Gupta ceased to be Chairman & Managing Director of the Company w.e.f 22nd March 2024.
vii. Performance Evaluation Criteria:
The Securities and Exchange Board of India (Listing Obligations and
Disclosures Requirement), Regulations, 2015 mandated that the Board shall monitor or
review Board evaluation framework. The Companies Act, 2013 states that a formal annual
evaluation needs to be made by the Board of its performance and that of Committees and of
the Directors. The Schedule IV of the Companies Act, 2013 states that the performance
evaluation of the Independent Directors shall also be done by the entire Board of
Directors, excluding the Director being evaluated.
The evaluation of all the Directors and the Board as the whole was
conducted based on the criteria and framework adopted by the Board. The Board works with
the Nomination & Remuneration committee to lay down the evaluation criteria for the
performance of executive/non-executive/independent directors through a peer evaluation
excluding the Director being evaluated through the Board efficiency survey. The
Board's functioning was evaluated on various aspects, including inter alia degree of
fulfillment of key responsibilities, Board structure and composition, establishment and
delineation of responsibilities to various Committees, effectiveness of Board processes,
information and functioning, information flow, relationship with the stakeholders,
Company's performance & Company strategies.
The Directors were evaluated on aspects such as attendance and
contribution at Board/ Committee Meetings and guidance/ support to the management outside
Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of
his role, including setting the strategic agenda of the Board, encouraging active
engagement by all Board members and motivating and providing guidance to the Managing
Director.
The areas on which the Committees of the Board were assessed included
degree of fulfillment of key responsibilities, adequacy of Committee composition and
effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out
based on the three key roles of the Independent Directors - governance, control &
guidance. Some performance indicators based upon which the independent directors were
evaluated are: a) Ability to contribute to corporate governance practices of the Company;
b) Active participation in long term strategic planning; c) Commitment to the fulfillment
of directors' obligations & fiduciary d) Participation in Board and committee
meetings.
The Independent Directors reviewed the performance of the Board as a
whole and also carried out the performance evaluation of the Chairman and the Executive
Directors.
viii. Policy for Appointment of Directors & Remuneration:
The policy of the Company for the appointment of Directors in place
of one resigning or retiring or for some new introduction to the Board of Directors of the
Company and for determining the remuneration can be viewed at the website of the Company
at https://www.amcoindialimited.com/Policies.html. The policy relating to the appointment
and remuneration of directors comes under the functional area of Nomination &
Remuneration Committee of the Company. The policy is concerned with the identification,
ascertainment of the integrity, qualification, expertise and experience, having regard to
the skills of the candidate that is to be brought to the Board/Company.
ix. Directors' Responsibility Statement:
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed
that: a) in the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures; b) the
Directors had selected such accounting policies and applied them consistently, and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairsof the Company at the end of the financial year and of the profit
of the Company for that period; c) the Directors had taken proper and sufficient records
in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities; d) the Directors had
prepared the annual accounts on a going concern' basis; and e) the directors
had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively. f) the directors
had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.
3. BOARD COMMITTEES & RELATED INFORMATION: i. AUDIT
COMMITTEE:
Audit Committee Composition:
The Audit Committee is composed of following as Chairman & members
as on date of report:
a) Mr. Dharam Pal Aggarwal, Chairman & Member.
- b) Mr. Ankit Aggarwal, Chairman & Member.#
- c) Mr. Naseem Ahmad, Member. d) Mr. Rajeev Gupta, Member.
* ceased to be Chairman & member w.e.f 18th July, 2024 due to his
resignation. # appointed as Chairman & member w.e.f 1st August, 2024.
Recommendations of Audit Committee not accepted by the Board:
The Board accepted all the recommendations made by the Audit committee
during the year under review.
Changes in composition of Audit Committee:
There was no change in the composition of Audit Committee during the
year under review. However, there were following changes from closure of financial year
till the date of report: a) Mr. Dharam Pal Aggarwal ceased to be Chairman & member
w.e.f 18th July, 2024 due to his resignation. b) Mr. Ankit Aggarwal appointed as Chairman
& member w.e.f 1st August, 2024.
Vigil Mechanism (Whistle Blower Policy):
The Company has adopted a Whistle Blower Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Company's Code of Conduct.
It also provides for adequate safeguards against the victimization of employees who avail
of the mechanism, and allows direct access to the Chairperson of the Audit
Committee in exceptional cases. We further affirm that no employee has
been denied access of the Audit Committee during the financial year 2023-24. The policy is
placed on the website of the Company at https://www.amcoindialimited.com/Policies.html
ii. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee (NRC) of Directors reviews
the composition of the Board, to ensure that there is an appropriate mix of abilities,
experience and diversity to serve the interests of all shareholders and the Company.
Nomination and Remuneration Committee Composition:
The Nomination and Remuneration Committee is composed of following as
Chairman & members as on date of report: a) Mr. Naseem Ahmad, Chairman & Member.
b) Mr. Dharam Pal Aggarwal, Member.* c) Mr. Ankit Aggarwal, Member. d) Mrs. Vidhu Gupta,
Member.# * ceased to be member w.e.f 18th July, 2024 due to his resignation.
# appointed as member w.e.f 1st August, 2024.
Changes in Composition of Nomination and Remuneration Committee:
There were no changes in the composition of Nomination &
Remuneration Committee during the year under review. However, there were following changes
from closure of financial year till the date of report: a) Mr. Dharam Pal Aggarwal ceased
to be member w.e.f 18th July, 2024 due to his resignation. b) Mrs. Vidhu Gupta was
appointed as members w.e.f 1st August, 2024.
Nomination & Remuneration Policy:
The policy of the Nomination & Remuneration Committee is based
on the following: a) to follow the process of appointment of Director / KMPs when a
vacancy arises, or is expected, the NRC will identify, ascertain the integrity,
qualification, appropriate expertise and experience, having regard to the skills that the
candidate will bring to the Board / Company; b) to decide whether qualification, expertise
and experience possessed by a person are satisfactory for the concerned position; c) to
determine the level & composition of remuneration which is reasonable & retain
& motivate directors to run the Company successfully; d) to ensure the relationship of
remuneration with the performance; e) to ensure that any person(s) who is/ are appointed
or continues as KMP's or Independent directors shall comply with the conditions laid
under the provisions of Companies Act, 2013 & SEBI (LODR) Regulations, 2015; f) to
specify time period within which the employee shall exercise the vested options in the
event of termination or resignation of an employee.
The detailed policy of the Nomination & Remuneration Committee is
uploaded on the website of the Company at https://www.amcoindialimited.com/Policies.html
iii. ST AKEHOLDER'S RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee considers the following: a) to
consider and resolve the grievances of the security holders of the Company, including
complaints related to transfer of shares, non receipt of annual report, non receipt of
declared dividends, etc. b) to set forth the policies relating to and to oversee the
implementation of the Code of Conduct for Prevention of Insider Trading and to review the
concerns received under the Code of Conduct. The Company has adopted the Code of Internal
Procedures and Conduct for Prevention Regulating, Monitoring and Reporting of Insider
Trading, under the SEBI (Prohibition of Insider Trading) Regulations. The Code lays down
guidelines for procedures to be followed and disclosures to be made while dealing in the
shares of the Company. The Company's Code on prevention of Insider Trading also
ensures timely and adequate disclosure of Price Sensitive Information, as required under
the Regulations.
iv. OTHER COMMITTEES: INTERNAL COMPLAINT COMMITTEE:
The Company has formed the Internal Complaint Committee as required
under the Section 21 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with the relevant rules for both the plant of
the Company situated at Baddi, Himachal Pradesh & Noida, Uttar Pradesh. The respective
Committees met during the year and reviewed & discussed the relevant issues.
4. CORPORATE GOVERNANCE:
Your Company is committed to bind itself with good Corporate Governance
standards. It has put in place an effective Corporate Governance System that ensures
proper compliance of the provisions of Securities and
Exchange Board of India (Listing Obligations and Disclosures
Requirement) Regulations, 2015 with Stock
Exchange. A Corporate Governance Report, MDA Report together with the
Certificate from the Auditors of the
Company regarding compliance of conditions of Corporate Governance is
made part of the Annual Report. The Management's Discussion and Analysis Report for
the year under review, as stipulated under the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), is annexed to the Board report as Annexure I.
The Company has entered into the Listing Agreement with the Stock
Exchange where the shares of the Company are listed in compliance with the provisions of
the Securities and Exchange Board of India (Listing Obligations and Disclosures
Requirement) Regulations, 2015.
The Company has a proper mix of Executive and Non Executive Directors
on Board and a Women Director and Independent Directors appointed pursuant to the
provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The Company has framed a Code of Conduct for all its Board Members and
Senior Management Personnel who have affirmed compliance thereto. The said code of conduct
has been posted on the Company's website. The Declaration to this effect signed by
the Chairman & Managing Director is made part of the Annual Report. The Company has
obtained the certificate from the company secretary in practice regarding compliance of
the conditions of the Corporate Governance and is annexed to the Director's Report as
Annexure II.
The statement containing additional information as required in Schedule
V of the Companies Act, 2013 for payment of remuneration to Late Shri. Surender Kumar
Gupta, Mr. Rajeev Gupta & Mrs. Vidhu Gupta is as under: (For a period 1st April, 2023
to 31st March, 2024)
Particulars/ Name of the
Director |
Surender Kumar Gupta* |
Rajeev Gupta |
Vidhu Gupta |
(i) Elements of remuneration package such as
salary, benefits, bonuses, stock options, pension, etc., |
- Salary |
- Salary |
- Salary |
|
- Commission |
- Commission |
- Medical expenses |
|
- Medical expenses |
- Medical expenses |
- Leave Travel Concession |
|
- Leave Travel Concession |
- Leave Travel Concession |
|
|
- Leave as per Company's rules |
- Leave as per Company's rules |
- Personal Insurance |
|
- Club Membership Fees |
- Club Membership Fees |
|
|
- Personal Insurance |
- Personal Insurance |
- Other benefits as may be determined by the
Board. |
|
- Other benefits as may be
determined by the Board. |
- Other benefits as may be
determined by the Board. |
|
>
(ii) Details of fixed component and
performance linked incentives along with the performance criteria; |
Fixed Remuneration:. |
Fixed Remuneration: |
Fixed |
|
INR 5,00,000/- p.m. |
INR 3,00,000/- p.m. |
Remuneration: |
|
|
|
INR 2,00,000/- p.m. |
|
Performance linked incentives: |
Performance linked incentives: |
Performance linked incentives: |
|
Nil |
Nil |
Nil |
(iii) Service con- tracts,
notice period, severance fees; and |
1 month notice or 1 month
salary in lieu thereof |
1 month notice or 1 month
salary in lieu thereof |
1 month notice or 1 month
salary in lieu thereof |
(iv) Stock option details, if
any, and whether the same has been issued at a discount as well as the period over which
accrued and over which exercisable. |
Nil |
Nil |
Nil |
* ceased to be the Chairman & Managing Director w.e.f. 22nd March,
2024.
5. RISK MANAGEMENT POLICY:
The Company's Risk Management Policy with a robust supporting risk
management framework facilitates identification and assessment of new risks and review of
presently identified risks. The process is based on identified risks and the risk events
or factors, which require regular assessment and quick response.
Based on the probability & impact of the risk, the requisite
controls and action plans have been designed and implemented. The Key Risk Indicators have
been identified to measure the adequacy, effectiveness and efficiency of these, controls
and action plans
The objective of risk management in the Company is to act as an enabler
in maintaining its knowledge edge, sustaining and expanding the business, being
competitive and ensuring execution of projects within budgeted cost and time, resulting in
improved turnover and profitability. The Risk Management Policy of the Company can be
viewed at the website of the Company at https://www.amcoindialimited.com/Policies.html
6. AUDITORS: i. Statutory Auditors:
In accordance with Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, M/s. V. V Kale & Company, Chartered
Accountants were appointed as the
Statutory Auditors of the Company for a period of five years in the
35th Annual General Meeting of the Company i.e. to hold office from the conclusion of 35th
Annual General Meeting till the conclusion of the
40th Annual General Meeting of the Company to be held in the year 2027.
Board's explanation and Comments:
The Notes on Accounts read with the Auditors Report are self
explanatory and therefore do not require any further comments or explanations as the
Auditor's Report given by auditors of the Company doesn't contain any
qualification, reservation or adverse remarks
Reporting of Fraud by Statutory Auditors:
As required under Section 143 (12) of Companies Act, 2013, the
Statutory Auditors have not reported to the Board any instances of fraud committed against
the Company by its officers or employees. Hence, no such information is required to be
mentioned in Boards Report.
ii. Cost Auditors & Maintenance of Cost records:
As per Companies (Cost Records and Audit) Rules, 2014, issued by the
Ministry of Corporate Affairs, the provisions of Cost Audit and maintenance of cost
records as specified by the Central Government under Section 148(1) of the Companies Act,
2013 are applicable on the Company for financialyear 2023-
24. Accordingly, the Board of Directors appointed M/s. Gurvinder Chopra
& Co., Cost & Management Accountants as Cost Auditors of the Company for the
financial year 2023-24.
Board's explanation and Comments:
The Cost Audit Report given by the Cost Auditors of the Company does
not contain any qualification, reservation or adverse remarks and does not require any
further comments or explanations.
iii. Internal Auditors:
In compliance with Section 138 of Companies Act, 2013 read with Rule 13
of Companies (Accounts) Rules, 2014, M/s. Sumit R Kumar & Co., Chartered Accountants
were appointed as an Internal Auditors of the Company to conduct Internal Audit for the
Financial Year 2023-24.
Board's explanation and Comments:
The Internal Audit Report given by the Internal Auditors of the Company
does not contain any qualification, reservation or adverse remarks and does not require
any further comments or explanations. iv. Secretarial Auditors:
In compliance with the provisions of the Section 204 of Companies Act,
2013, M/s. Mohit Bajaj & Associates, Practising Company Secretaries were appointed as
the Secretarial Auditors of the Company by the Board of Directors to conduct Secretarial
Audit for the Financial Year 2023-24.
a) Secretarial Audit & Report thereupon:
The Secretarial Audit Report as required under Section 204 of the
Companies Act, 2013 for the financial year 2023-24 is annexed to this Report asAnnexure
III.
Board's explanation and Comments:
The Secretarial Audit report does not require any further comments or
explanations as it does not contain any qualification, reservation or adverse remark.
b) Annual Secretarial Compliance Report:
The Company has obtained Annual Secretarial Compliance Report from M/s.
Mohit Bajaj &
Associates, Practising Company Secretaries, confirming compliance of
SEBI Regulations /Circulars / Guidelines issued thereunder and applicable to the Company.
Board's explanation and Comments:
The Annual Secretarial Compliance Report does not require any further
comments or explanations, as it does not contain any qualification, reservation or adverse
remark
7. MANAGERIAL REMUNERATION:
The remuneration paid by the Company to its Managing Director &
Whole Time Directors is as per the terms of their appointment. The details of the same are
enumerated below. No sitting fee is paid by the Company to the Independent Directors. In
addition, the Independent Directors are not holding any shares in the Company.
The details of remuneration paid to Managing Director/Whole Time
Directors for the financial year ended 31st
March, 2024.
Name |
Salary (Total) (P.A) (in
INR) |
Perquisites (P.A) (in INR) |
Service Contract Details |
Surender Kumar |
60,00,000/- |
23,55991/- |
Salary subject to deduction of applicable
taxes |
Gupta, CMD* |
|
|
Payment of Commission |
|
|
|
Perquisites: Reimbursement of Medical
expenses, Leave |
|
|
|
Travel Concession, Leave as per
Company's rules, Club |
|
|
|
Membership Fees, Personal
Insurance or other benefits as may be determined by the Board of Directors to be paid by
the Company. |
|
|
|
Other Benefits: Company's Car alongwith
the driver. |
|
|
|
Telephone & internet at
residence shall be reimbursed by the Company. |
|
|
|
Reimbursement of entertainment
expenses incurred for the Company's business. |
|
|
|
Provident Fund, Superannuation
Fund, Gratuity, Leave Encashment. |
Rajeev Gupta, Whole Time Director |
36,00,000/- |
20,517/- |
Salary subject to deduction of applicable
taxes |
|
|
|
Payment of Commission |
|
|
|
Perquisites: Reimbursement of Medical
expenses, Leave |
|
|
|
Travel Concession, Club Membership Fees,
Personal |
|
|
|
Insurance or other benefits as may be
determined by the |
|
|
|
Board of Directors to be paid by the Company. |
|
|
|
Other Benefits: Company's Car alongwith
the driver. |
|
|
|
Telephone & internet at
residence shall be reimbursed by the Company. Reimbursement of entertainment expenses
incurred for the Company's business. |
|
|
|
Provident Fund, Superannuation Fund,
Gratuity, Leave |
|
|
|
Encashment. |
Vidhu Gupta, Whole Time Director |
24,00,000/- |
Nil |
Salary subject to deduction of applicable
taxes |
|
|
|
Perquisites: Reimbursement of Medical
expenses, Leave |
|
|
|
Travel Concession, Personal
Insurance premium to be paid by the Company. |
|
|
|
Other Benefits: As may be
determined by the Board of Directors. |
|
|
|
Provident Fund, Superannuation
Fund, Gratuity, Leave Encashment. |
* ceased to be the Chairman & Managing Director w.e.f. 22nd March,
2024.
8. JOINT VENTURES:
M/s. Amco India Limited had diversified its business and has entered
into a Memorandum of Understanding with M/s. Krish Infrastructures Private Limited forming
"Krish Icons' (AOP) for construction and development of Housing Projects in
Bhiwadi. The profit sharing ratio for Amco India Limited & Krish Infrastructures
Private
Limited in the said project is 40:60 respectively. The project is in
progress and the Company has sold some of the units that are completed.
9. PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Companies Act,
2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other
particulars of the employees drawing remuneration in excess of the limits set out in the
said rules are provided in the Annual Report, which forms part of this Report. Having
regard to the provisions of the second proviso to Section 136(1) of the Companies Act,
2013 and as advised, the Annual Report excluding the aforesaid information is being sent
to the members of the Company. The said information is available for inspection on all
working days, during business hours, at the Registered
Office of the Company. Any member interested in obtaining such
information may write to the Company and the same will be furnished on request.
Further, the disclosures relating to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided
in the Annual Report, which forms part of this Report. The said information is annexed to
this Annual report as Annexure IV.
10. ANNUAL RETURN:
In accordance with the provisions of Section 92 (3) of the Companies
Act, 2013 read with Companies (Management and Administration) Rules, 2014, the copy of the
Annual Return is available on the website of the Company at
https://www.amcoindialimited.com/reports-&-results.html
11. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO: The disclosure under Section 134(3)(m) of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to foregoing
matters are as follows.
- Conservation of Energy:
a) Steps Taken or Impact on Conservation of Energy:
Inthepastfewyears,theCompanyhastriedtoimproveenergyefficiencysignificantly
by various measures. Steps taken to conserve energy include:
At its plants, the Company has carried out various actions to
optimize energy consumption and reduce losses.
The periodical reviews conducted at plants have given a number
of actionable ideas which are being implemented to conserve energy.
Energy efficient motors are being installed in order to optimize use of
power.
In its plants and offices, the Company has replaced conventional light
fixtures with energy efficient fixtures such as LED lights and tubes.
b) Steps taken by the Company for utilizing alternate sources of
Energy:
The Company is planning to take steps for utilizing alternate sources
of energy including installation of solar light panel system for street lights and other
such system at its Plants.
c) Capital Investment on Energy Conservation Equipments:
During the year under review, the Company has made capital investment
on energy conservation equipments. The equipment in which investment was made includes
energy efficient motors and LED lights.
ii. Technology Absorption:
a) Efforts made towards Technology Absorption:
The Company has neither entered into any technical collaboration
with any foreign country nor imported any technology from any foreign country or
organization.
b) Benefits derived like product improvement, cost reduction, product
development or import substitution: Not applicable.
c) In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year):
The Company has not imported any technology during the previous three
financial years.
d) Expenditure incurred on Research and Development:
No Research & Development work has been carried out by the Company
during the year under review and therefore is no expenditure on this head. iii. Foreign
Exchange Earning & Outgo: (INR in Thousands)
Particulars |
2023-24 |
2022-23 |
Foreign Exchange Earning |
0 |
0 |
Foreign Exchange Outgo |
0 |
0 |
12. PUBLIC DEPOSITS:
During the year under review, the Company has not invited/accepted any
deposits from the public and no amount on account of principal or interest were
outstanding on deposits within the meaning of Companies Act, 2013 and rules made there
under.
13. LOANS, GUARANTEE & INVESTMENTS:
The details of loans & advances given by the Company during the
financial year under review can be viewed in respective notes to the Balance Sheet.
14. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of CSR are not applicable on the Company as the Company
does not fall into the prescribed criteria's provided under Section 135 of the
Companies Act, 2013.
15. CONTRACTS & ARRANGEMENTS WITH RELATED PARTY:
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were on an arm's length basis & in
the ordinary course of business. 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. which could have potential conflict with interest Therewerenomaterially of
the Company at large.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be accessed on the
Company's website at https://www.amcoindialimited.com/Policies.html The details of
the transactions with Related Parties at provided in the Form No. AOC 2 as annexed to this
report as Annexure V.
16. INTERNAL CONTROL SYSTEMS:
The Company's internal audit systems are geared towards ensuring
adequate internal controls commensurate with the size and needs of the business, with the
objective of efficient conduct of operations through adherence to the Company's
policies, identifying areas of improvement, evaluating the reliability of Financial
Statements, ensuring compliances with applicable laws and regulations and safeguarding of
assets from unauthorized use. The details of the internal controls system are given in the
Management Discussion and Analysis Report, which forms part of the Directors' Report.
17. SECRETARIAL STANDARDS:
The Company has followed applicable Secretarial Standards, i.e. SS-1
and SS-2, relating to Meetings of the Board of Directors' and General
Meetings' respectively. The Company has complied with the provisions of all the
applicable Secretarial Standards.
18. SHARE CAPITAL:
The Company has only one kind of share capital i.e. Equity shares with
same voting rights. The Authorised Share capital of the Company is INR 7,50,00,000/-
divided into 75,00,000 shares of INR 10/- each. The Paid up share capital of the company
is INR 4,11,00,000/- divided into 41,10,000 equity shares of INR 10/- each.
i. Sweat Equity shares:
The Company has not issued anysweatequitysharesduringthefinancial
review year under .
ii. Issue of further Share Capital:
The Company has not issued any further shares during the financial year
under review.
iii. Buy back of Shares:
During the year under review, the Company has not made any offer to buy
back its shares.
19. DESIGNATED PERSON FOR REPORTING BENEFICIAL INTEREST IN THE SHARES
OF THE COMPANY:
The Board of Directors has appointed Company Secretary of the Company,
as designated person, who shall be responsible for furnishing, and extending co-operation
for providing, information to the Registrar or any other authorised officer with respect
to beneficial interest in shares of the Company as required under the
Companies (Management and Administration) Second Amendment Rules, 2023.
20. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review no application was made nor any
proceeding(s) were pending under the Insolvency and Bankruptcy Code, 2016.
21. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS/ FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
There was no such instance of one-time settlement with any Bank or
Financial Institution during the financial year 2023-24.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the
Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the rules
there under. The Policy aims to provide protection to employees at the workplace and
prevent and redress complaints of sexual harassment and for matters connected or
incidental thereto, with the objective of providing a safe working environment, where
employees feel secure. The Company has also constituted Internal Complaint Committee(s) to
redress and resolve any complaints arising under the POSH Act. The details of complaint of
sexual harassment during the financial year 2023-24 are as follows:
Number of complaints of sexual harassment received in the year:
Nil
Number of complaints disposed during the year: N.A.
No. of cases pending for more than ninety days: Nil
Nature of action taken by the employer or District Officer: N.A
23. INDUSTRIAL RELATIONS:
The relation with the employees continues to be peaceful and cordial
throughout the year. Your Board believes that trained and motivated people determine the
future augmentation of the Company. Your Board places on record appreciation for the
efforts and enthusiasm shown by employees at all levels.
24. ACKNOWLEDGEMENTS:
It is our strong belief that caring for our business constituents has
ensured our success in the past and will do so in future. Your Directors would like to
acknowledge and place on record their sincere appreciation on the co-operation and
assistance extended by the various Government Authorities, Company's Bankers etc. The
Directors convey their sincere thanks for the continued support given to the company by
the esteemed shareholders and valued customers. The Directors also recognize and
appreciate the dedication and hard work put in by the employees at all levels and their
continued contribution to its progress.
Place: Noida, U.P |
For Amco India Limited |
|
Date: 22.08.2024 |
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sd/- |
sd/- |
|
Rajeev Gupta |
Vidhu Gupta |
|
Chairman & MD |
Director |
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DIN: 00025410 |
DIN: 00026934 |
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Add: C-53-54, Sector 57, |
Add: C-53-54, Sector 57, |
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Noida, U.P-201301 |
Noida, U.P-201301 |