The Board of Directors (" the Board") of Amforge Industries Limited ("the Company") is pleased to present 52nd Annual Report along with the audited Financial Statements for the financial year ended 31st March 2024.
1. REVIEW OF OPERATIONS:
During the year under consideration , total income of the Company was Rs. 26311.32 thousand as against 27317.97 thousand during the previous year. Profit before tax was Rs. 977.00 thousand for current financial year as against Rs. 2052.48 thousand for previous financial year.
2. FINANCIAL RESULTS:
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(Rs.in 000)
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DESCRIPTION
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2023-2024
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2022-2023
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Income from Operations
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-
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-
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Other Income
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26311.32
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27317.97
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Profit/(Loss) before Depreciation & amortisation
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4183.82
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5396.58
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Depreciation & Amortisation
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3206.82
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3344.08
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Net Profit / (Loss) before Provision for Tax
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977.00
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2052.48
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Provision for Income Tax
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2235.00
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320.00
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Deferred Tax (Net)
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1432.57
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(153.00)
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Profit after Tax
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(2690.57)
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1885.48
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3 DIVIDEND:
Yours Directors have not recommended any Dividend.
4. SHARE CAPITAL:
The company’s paid-up equity shares capital as of 31/03/2024 is Rs. 28774.42 thousand comprising 143,87,212 equity shares of Rs.2/- each and has not issued any Employee stock options, sweat equity shares, or preferential shares with differential voting rights.
5. FIXED DEPOSIT:
The Company has neither accepted nor renewed any deposits during the financial year, under review.
6. MATERIAL CHANGES AND COMMITMENTS:
No material changes and commitments affecting the financial position of the Company have occurred during the financial year, under review.
7. CHANGE IN NATURE OF BUSINESS:
No change in business during the financial year, under review.
8. HOLDING, SUBSIDIARY, AND ASSOCIATE COMPANIES:
The Company doesn’t have any Holding, Subsidiary and Associate Companies during the year under review.
9. DIRECTORS’ RESPONSIBILITY:
By provisions of Section 134 (5) of the Companies Act, 2013 (“the Act”), the Board confirms its Responsibility Statement:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with a proper explanation:
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the year ended 31/03/2024;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records by the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis;
e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and
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
10. DISCLOSURE OF COMPLIANCE WITH SECRETARIAL STANDARDS:
The company Complied with Secretarial Standards during the financial year, under review.
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company’s Board comprises the following directors as on 31/03/2024:
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Name
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Designation
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Appointed
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Mr. Sanjay Rajaram Posam
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Independent Director
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For 5 years (50th AGM held on 15/09/2022)
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Mr.Navin Chandramani Sharma
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Independent Director
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Mr.Ajit Pandurang Walwaikar
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Independent director
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For 5 years (49th AGM held on 15/09/2021)
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Mr.Sunil Kewalkishan Aggarwal
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Independent Director
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2nd term (5 years) in the 47th AGM held on 16/09/ 2019.
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Mr. Puneet Yogiraj Makar
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Director (Promoter)
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Liable to retire by rotation
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Ms. Archana Makar Soi
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Director
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Mr. Hudson Joseph D’Costa
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Managing Director
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Appointed Managing Director and CEO for the 2nd term for 5 years, in the 51st AGM held in September 2023.
(Resigned as Managing Director & CEO of the Company w.e.f. 29/02/2024).
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Disclosures received from the directors to fulfil the requirements as stipulated in Section 149(6) of the Companies Act, 2013 (“the Act”), to qualify themselves for the continuance as Independent Directors under the provisions of the Act, and the relevant Rules.
THE KEY MANAGERIAL PERSONNEL AS ON 31/03/2024:
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Name
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Designation
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Appointed
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Mr. Hudson Joseph D’Costa
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Managing Director and CEO upto 29/02/2024.
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Under Section 203 (3) of the Companies Act, 2013.
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Mr. Jayesh Vinodchandra Thakkar
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Chief Financial Officer
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Mr. Kinshuk Rajkumar Tiwari
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Company Secretary & Compliance Officer
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12. COMMITTEES OF THE BOARD AND MEETINGS:
• Audit Committee
• Nomination & Remuneration Committee
• Stakeholders Relationship Committee
During the financial year, Four Board meetings were held the details of which are given in the Corporate Governance Report. The intervening gap between the meetings is within the period prescribed under the Companies Act, 2013. The details of the constitution of the Board / Committees and the details of its meetings are given in the Corporate Governance Report.
13. CORPORATE GOVERNANCE:
A report on Corporate Governance as stipulated under Schedule V and Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The requisite certificate from a practising company secretary confirming compliance with the conditions of Corporate Governance as stipulated is annexed to the Corporate Governance report.
14. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Directors and Key Managerial Personnel of the company are drawing remuneration within the limits, as prescribed under section 197 (12) of the Companies Act, 2013, read with rules.
15. BOARD EVALUATION:
Under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance of the Board and the Non-Independent Directors was considered and evaluated by the independent directors at their meeting held on 19/04/2024 without the participation of the non-independent directors and key managerial personnel.
16. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal financial controls concerning financial statements which were tested and no reportable weakness was observed, during the financial year, under review.
17. REPORTING OF FRAUDS:
No instance of fraud during the financial year under review, which requires the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.
18. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has not adopted any Policy for dealing with Related Party Transactions during the financial year, under review. However, the following arm-length transactions have taken place:
19. AUDITOR (S):STATUTORY:
M/s. J Singh and Associates, Chartered Accountants (Firm Registration No. 110266 W) were reappointed as the statutory auditors of the Company at the 47th AGM for a further period of 5 years to hold office until the conclusion of the 52nd AGM to be held in the year 2024.
Further, the Board has appointed M/s. Banka & Banka, Chartered Accountants, (Firm Registration No. 100979W) as the Statutory auditors in their place for five (5) years, subject to the approval of the shareholders in their 52nd Annual General Meeting.
20. SECRETARIAL:
The Board appointed M/s. Sandeep Dubey & Associates (PCS) as Secretarial Auditor of the Company and he has issued the Secretarial Audit Report (MR-3) under section 204 of the Companies Act, 2013 is attached to this report.
21. COST AUDITOR AND MAINTENANCE OF COST RECORDS:
The Company is not covered under Rule 3 of The Companies (Cost Records and Audit) Rules, 2014 and therefore maintenance of cost records under section 148(1) of the Companies Act, 2013.
22. RISK MANAGEMENT:
The Risk Management Policy is not applicable as per Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.
23. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS:
The company has not given any loans, or guarantees or made any investments under section 186 of the Companies Act, 2013 during the financial year, under review.
24. AUDIT COMMITTEE AND WHISTLE-BLOWER POLICY:
Under section 177(8) of the Companies Act, 2013, the information about the composition of the Audit Committee and other details are given in the Corporate Governance Report, forming part of this report. The Board has accepted the recommendations of the Audit Committee
The Company has adopted Whistle blower policy to report genuine concerns. This may be viewed on the Company’s website of the Company https://www.amforegeindia.in
25. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Corporate Social Responsibility do not apply to the Company for the financial year, under review.
26. ANNUAL RETURN:
The annual return in form MGT-7 under the provisions of section 92 of the Companies Act, 2013, read with relevant rules is also placed on the website of the Company https://www.amforgeindia.in
27. TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO Conservation of Energy and Technical Absorption:
The business of the Company does not have manufacturing activities. The particulars prescribed under Section 134 of the Companies Act, 2013 read with rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to the conservation of energy and technology absorption do not apply to the limited business operations of the Company.
Foreign Exchange Inward - NIL Foreign Exchange Outward - NIL
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant or material orders that were passed by the Regulators or Courts or Tribunals that impact the going concern status and the Company’s Operations in the future.
29. EXPLANATION OF QUALIFICATION MADE BY THE AUDITORS IN THEIR REPORTS:
There are no adverse remarks by the Auditors of the Company.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
There were no manufacturing activities to report on Management Discussions and Analysis under Regulation 34(2) [e] of SEBI (LODR) Regulations, 2015.
31. ACKNOWLEDGEMENT:
The Board of Directors expresses their thanks to the shareholders for their continued support and assistance.
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