Your Directors are delighted to present the 39th Annual Report of your Company together with the Audited Annual Accountsfor the financial year ended 31st March, 2024.
The Financial Performance of your Company for the year ended March 31, 2024 is summarized below:
(Amount in Rs. Lacs)
Particulars
Financial Year ended
31st March, 2024
31st March, 2023
Total Income
8372.04
8505.23
Total Expenditure
8289.85
8433.02
Profit before tax
82.19
72.20
Provision for tax
21.84
18.72
Deferred Tax Liabilities (Assets)
0.47
0.047
Short Provision of tax of earlier years
-
Profit after Tax
60.82
52.05
Balance in Profit and Loss Account
8.84
Capital Reserve
Balance of Profit/(Loss) carried to Balance Sheet
52.76
0.71
Paid-up Share Capital
330.25
Reserves and Surplus
In view of insufficiency of profits, your Directors regret their inability to recommended dividend on equity shares for theyear under review.
In view of insufficiency of profits, no amount is proposed to be transferred to Reserves for the year under review.
During the year under review, the total revenue of the Company was Rs. 8372.04 lacs as against Rs. 8505.23 lacs inthe previous year. The company earned a net profit (after tax) of Rs 60.82 lacs against a net profit (after tax) of Rs.52.05 lacs during the previous year.
During the year under review, the Company had no change in the nature of its business activity.
6. Material changes and commitments, if any, affecting the financial position of the company which have occurredbetween the end of the financial year of the company to which the financial statements relate and the date ofthe report
During the period between the end of the financial year of the company and the date of the report, there are no materialchanges and commitments which affect the financial position of the company.
During the year, there is no significant and material orders passed by the Regulators or Courts or Tribunals whichimpact the going concern status and company's operations in future.
The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, includingadherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, theaccuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.
The Company has no Subsidiary. During the year, no company has become or ceased as subsidiary/Joint-venture/Associate of the company.
During the year, no consolidated financial statements have been prepared by the company as the Company has nosubsidiary, associates and joint venture companies.
Your Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The details relating todeposits, covered under Chapter V of the Act is as under-
(a)
accepted during the year
Nil
(b)
remained unpaid or unclaimed as at the end of the year
(c)
(i)
whether there has been any default in repayment of deposits orpayment of interest thereon during the year and if so, number ofsuch cases and the total amount involved
N.A. since the company hasnot accepted any deposits.
at the beginning of the year
(ii)
maximum during the year
(iii)
at the end of the year
A. Statutory Auditors:
M/s. KVA & Company, Chartered Accountants, New Delhi, the Statutory Auditors of the Company (Firm RegistrationNo. 017771C), had been reappointed for a further period of five years by the shareholders in 35th Annual GeneralMeeting of the Company held on 21st December, 2020 i.e the conclusion of 35th Annual General Meeting till theconclusion of the 40th Annual General Meeting of the Company as per the requirement of Section 139(1) of CompaniesAct, 2013 and rules made thereunder.
As per the Companies (Amendment) Act, 2017 and rules made thereunder, w.e.f. May, 07, 2018, the CentralGovernment notified the omission of the requirement related to ratification of appointment of Auditors by members atevery Annual General Meeting. Accordingly the resolution for ratification has not been placed before the members.
The comments on statement of accounts referred to in the report of the Auditors are self-explanatory. Auditor's Reportdoes not contain any qualification, reservation or adverse remark.
As required under Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board has appointed M/s.Kundan Agrawal & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the FY2023-24.
There are no qualifications, reservations, adverse remarks or disclaimers given by the Secretarial Auditor in itsSecretarial Audit Report for the Financial Year 2023-24.
The company has also obtained a certificate from M/s Kundan Agrawal & Associates, Practicing Company Secretaryconfirming that none of the Directors on the Board of the Company has been debarred or disqualified by the Securitiesand Exchange Board of India/ Ministry of Corporate Affairs or any such Statutory Authority from being appointed orcontinuing as Directors of Companies.
The Secretarial Audit Report and Certificate regarding non-disqualification of Directors for the F. Y. 2023-24 areprovided as Annexure-I(A), 1(B) respectively.
Pursuant to the provision of the Companies Act, 2013, and Rules framed thereunder, the Board of Directors on therecommendation of the Audit Committee had appointed M/s A Saini and Associates., Chartered Accountants as theInternal Auditor of the company for the FY 2023-24.
Pursuant to Section 148 read with Companies (Cost Records and Audit) Rules, 2014 and due to turnover based criteriaas prescribed by Central Government, the company is not required to maintain Cost Records for the product beingmanufactured and get the same audited by Cost Auditor.
A
Issue of equity shares with differential rights:
During the year, company has not issued any equityshares with differential rights.
B
Issue of sweat equity shares
During the year, company has not issued any Sweat equityshares.
C
Issue of employee stock options
During the year, company has not issued employee stockoptions.
D
Provision of money by company forpurchase of its own shares by employees orby trustees for the benefit of employees
E
Bonus Shares
No bonus shares were issued during the year underreview.
F
Forfeiture of Shares
No further forfeiture of Shares occurred during the yearunder review.
The extract of the Annual Return in Form No. MGT-9 is annexed herewith (Annexure 2).and the Annual Return for thefinancial year 2023-24 pursuant to Section 92(3) of the Companies Act, 2013 will be placed on website of the Companyafter completion of Annual General Meeting and the same can be accessed on the web linkwww.amspolymers.com.
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
The company has undertaken various energy efficient practices which have strengthened the Company's commitmenttowards becoming an environment friendly organization. The Company makes all efforts towards conservation ofenergy, protection of environment and ensuring safety. As far as possible, company is utilizing alternate sources ofenergy.
The business of the company is not technology driven. No technology has been imported. There is nothing to bedisclosed on account of technology absorption.
Foreign Exchange Earned in terms of actual inflows
Foreign Exchange outgo in terms of actual outflows
In terms of section 135(1) of the Companies Act, 2013, the provisions of Corporate Social Responsibility are notapplicable to the Company.
There is no Appointment or Cessation of Directors during the year under review.
However Mr. Rohit Kumar, Chief Financial Officer of the Company resigned from the post of Chief Financial Officerw.e.f. 15.06.2023, and Mrs. Ritu Gupta was appointed as Chief Financial Officer of the Company w.e.f 15.06.2023.
In accordance with the provisions of the Companies Act, 2013, Mr. Arpit Goel (DIN: 06405912), Director of theCompany, retires by rotation at the forthcoming AGM, and being eligible, offers himself for re-appointment.
Considering the background and experience of Mr. Arpit Goel, the Board is of the opinion that his re-appointment willimmensely benefit your Company. The Board recommends his appointment.
Mr. Arpit Goel, aged 35 years, is a B. Tech in Biochemical and MBA in Marketing and Finance and holds an experienceof over 11 years in various industries. He is involved in the business of chemical manufacturing Company, footwear soleManufacturing company and hospitality. Presently, Mr. Arpit Goel does not hold Directorship in any other public limitedcompany except aMs Polymers Limited (Formerly, Sai Moh Auto Links Limited).
Mr. Arpit Goel holds 3,43,501 shares constituting 10.40% of the paid up Share Capital of the Company as on 31stMarch, 2024.
Except Mr. Anand Kumar, Managing Director of the Company, Mr. Arpit Goel (DIN:06405912) does not have arelationship with any of the existing Directors and Key Managerial Personnel.
Your Company has received necessary declaration from each Independent Director of the Company under Section149(6) of the Companies Act, 2013 read with the applicable Listing Regulations, 2015, confirming that they meet withthe criteria of independence as prescribed under the prescribed provisions.
In compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, during the year, the Board adopted a formal mechanism for evaluating its performance as well asthat of its Committees and Individual Directors. Structured questionnaires were used in the overall Board evaluationcomprising various aspects of Board function.
The evaluation of Independent Directors was carried out by the entire Board and Non - Independent Directors werecarried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and itsCommittees with the Company.
Ten (10) meetings of the Board of Directors were held during the year on 20.04.2023, 25.05.2023, 15.06.2023,25.06.2023, 09.08.2023, 01.09.2023, 10.11.2023, 07.02.2024, 17.02.2024, 27.03.2024
One separate meeting of Independent Directors of the Company was held on 29.03.2024.
*On 27.03.2024- The company has filed MGT-14 for appointment of Internal Auditor but inadvertently thepurpose of resolution got wrongly selected, therefore the company has filed the revised form Mgt-14 again on02.09.2024 with correct purpose of resolution.
During the year under, in accordance with the Companies Act, 2013, the Board reconstituted some of its Committees.The Committees are as follows:
* Audit Committee
* Stakeholders' Relationship Committee
* Nomination and Remuneration Committee
Details of the said Committees alongwith their charters, compositions and meetings held during the year are provided inthe Report of Corporate Governance as a part of this Annual Report.
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor andreview the Board Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to bemade by the Board of its own performance and that of its Committees and individual directors. Schedule IV of theCompanies Act, 2013, states that the performance evaluation of Independent Directors shall be done by the entireBoard of Directors, excluding the director being evaluated.
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individualdirectors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements asprescribed by Securities and Exchange Board of India (“SEBI”) under SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. Structured questionnaires were used in the overall Board evaluation comprisingvarious aspects of Board function.
The performance of the Board was evaluated by the Board on the basis of Performance Evaluation Policy formulated bythe Board and after seeking inputs from all the directors on the basis of the criteria such as the Board composition andstructure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members onthe basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc. and on suchfurther criteria as is set out in the Performance Evaluation Policy (As per Annexure 3) formulated by the Nominationand Remuneration Committee and approved by the Board to evaluate the performance of the Board and itsCommittees.
The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individualdirectors on the basis of the criteria such as the contribution of the individual director to the Board and Committeemeetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs inmeetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors held on 29.03.2024, performance of non-Independent Directors,performance of the board as a whole was evaluated, taking into account the views of executive directors and non¬executive directors. The same was discussed in the board meeting that followed the meeting of the IndependentDirectors, at which the performance of the Board, its committees and individual directors was also discussed.
Your Company has a policy to have an appropriate mix of executive and independent directors to maintain theindependence of the Board and separate its functions of governance and management. As on March 31, 2024, theBoard consisted of 4 members out of which 1 (One) is Executive Director, 1 (One) is Non-Executive Director and 2 areWoman Independent Directors.
The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications,positive attributes, independence of a Director, and other matters provided under sub-section (3) of Section 178 of theCompanies Act, 2013, adopted by the Board, is attached as Annexure - 4 to the Board Report. Further theremuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of theCompany.
The Company has adopted a Risk Management Policy duly approved by the Board and also has in place a mechanismto identify access, monitor and mitigate various risks to key business objectives. Major risks identified by the businessesand functions are systematically addressed through mitigating actions on a continuing basis.
This year, our industry has been impacted by the COVID 19 Pandemic and the subsequent lockdown on economicactivity. However, your company has shown resilience during this time and we believe we will come out stronger.
Your Company has established a “Whistle Blower Policy” and Vigil Mechanism for directors and employees to report tothe appropriate authorities concerns about the unethical behavior actual or suspected, fraud or violation of theCompany's code of conduct policy and provides safeguards against victimization of employees who avail the
mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has beenuploaded on the website of the company. The same can be accessed at the website of the Companyi.e.www.amspolymers.com.
Particulars and details of loans given, investments made or guarantees given and securities provided, if any, are givenin the Notes to the Financial Statements.
The policy on materiality of related party transactions and dealing with related party transactions as approved by theBoard may be accessed on the Company's website at the www.amspolymers.com.
As a matter of Company's policy, all contracts/arrangements/transactions, if any, which entered by the company withrelated parties were in the ordinary course of business and details and prescribed particulars of all such transactions (ifany), are contained in the Notes to the Financial Statements.
Details of related party transactions entered during the year under review are provided in AOC-2 annexed herewith andforms part of this Report as per Annexure-5.
Although, the provisions of Listing Regulations with respect to the Corporate Governance are not applicable on yourCompany. However, your Company has been benchmarking itself with well-established Corporate Governancepractices besides strictly complying with the requirements of Regulation 17 to 27 and any other applicable Regulation ofthe SEBI under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time totime.
A separate “Report on Corporate Governance” together with requisite certificate obtained from Statutory Auditors of theCompany, confirming compliance with the provisions of Corporate Governance as per the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, is annexed to this Report.
Pursuant to Section 134(3) (c) read with 134(5) of the Companies Act, 2013, the Board of Directors to the best of theirknowledge and belief confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accountingstandards had been followed and no material departures have been made from the same;
(b) the directors have selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company atthe end of the financial year i.e. on 31stMarch, 2024 and of the profit or loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
(d) the directors have 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 financialcontrols are adequate and operating efficiently; and
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and thatsuch systems are adequate and operating effectively.
There are no employees employed throughout the financial year who were in receipt of remuneration of Rs. 10. 2 Lacsor more or employed for part of the year who were in receipt of remuneration of Rs. 8.5 lacs or more a month underRule 5(2) of the Companies (Appointment and Remuneration of Managerial Remuneration) Rules, 2014.
Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration of Managerial Personnel)Rules, 2014 are annexed herewith as Annexure - 6.
The Nomination and Remuneration Committee of the Company has affirmed in its meeting held on June 15, 2023 hasaffirmed that the remuneration paid to the Senior Management Employee/KMPs is as per the remuneration policy of theCompany.
The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, includingadherence to the company's policies, the safeguarding of its asset, the prevention and detection of fraud and error, th eaccuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.
The Company has an adequate internal controls system commensurate with its size and the nature of its business. Allthe transactions entered into by the Company are duly authorized and recorded correctly. All operating parameters aremonitored and controlled. The top management and the Audit Committee of the Board of Directors review the adequacyand effectiveness of internal control systems from time to time.
Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition&Redressal) Act, 2013 read with Rules thereunder, the Company has not received any complaint of sexual harassmentduring the year under review.
During the year under review, the Statutory Auditors and the Secretarial Auditor have not reported any instances offrauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of theCompanies Act, 2013, details of which need to be mentioned in this Report.
The Company has complied with the provisions of the applicable Secretarial Standards, i.e. SS-1 (Secretarial Standardon Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings).
Your Company treats its “human resources” as one of its most important assets. We focus on all aspects of theemployee lifecycle. This provides holistic experience for the employees as well. During their tenure at the Company,employees are motivated through various skill development programs. We create effective dialogue through ourcommunication channels to ensure effective dialogue through our communication channels to ensure that feedbackreach the relevant team, including leadership.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number ofprograms that provide focused people attention are currently underway. Your Company thrust is on the promotion oftalent internally through job rotation and job enlargement.
The Company is into single reportable segment only.
The Management Discussion and Analysis Report on the business of the Company and performance review for theyear ended March 31, 2024, as stipulated in Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, is presented in a separate report which forms part of the Report.
The financial statements for the financial year 2023-24 have been prepared in accordance with the Companies (IndianAccounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read withrelevant rules issued thereunder and other recognized accounting practices and policies to the extent applicable.
The shares of your Company are listed at Bombay Stock Exchange Limited, Ahmedabad Stock Exchange, LudhianaStock Exchange Ltd. and Delhi Stock Exchange Ltd.
Your Directors are grateful to the Government of India, the Reserve Bank of India, the Securities and Exchange Boardof India (SEBI), the Stock Exchanges and other regulatory authorities for their valuable guidance and support and wish
to express their sincere appreciation for their continues co-operation and assistance. We look forward for theircontinued support in future.
Your directors would like to express their sincere appreciation for the assistance and cooperation received from banks,customers, vendors, Government, members and employees during the year under review.
Finally, the Directors thank you for your continued trust and support.
For and on Behalf of the Board ofAMS Polymers Limited(Formerly, Sai Moh Auto Links Limited)
Sd/-
(Anand Kumar)
Date: 02nd September, 2024 Managing Director
Place: New Delhi DIN: 01381489