The Board of Directors is pleased to present the 18th Boards' Report of the company, along withthe Audited Financial Results for the year ended March 31, 2025.
FINANCIAL RESULTS
The highlight of the Standalone and Consolidate financial performance of the Company for theyear ended March 31, 2025 is summarized as follows: (Rs. In Lakhs)
Particulars
Standalone
Consolidated
For the Yearended 31stMarch, 2025
For the Yearended 31stMarch, 2024
Revenue from operation
12131.58
12614.67
Other Income
2070.91
335.16
336.81
Gross Revenue
14202.49
12949.83
12951.48
Profit before depreciation,interest and tax
4870.69
1983.87
1985.52
Less: Interest
41.07
52.44
Profit before Depreciationand Tax
4829.62
1931.43
1933.08
Less: Depreciation &Amortization
287.05
71.39
Profit before Exceptionalitem and Tax
4542.57
1860.04
1861.69
Exceptional items
0
Profit before Tax
Less: Current Tax
944.20
452.89
Deferred Tax
12.05
4.21
Prior Period Tax
30.62
19.63
Profit after Tax
3555.70
1383.31
1384.96
Share of profit fromAssociates
-1.65
Profit for the year
Basic and Diluted EarningsPer share (EPS)
33.90
16.06
During the year under review, the Company has earned a total revenue from operations of Rs.12131.58 Lakhs for the year ended March 31, 2025 as against Rs. 12614.67 Lakhs in theprevious financial year. The Company has recorded a profit (PBT) of Rs. 4542.57 Lakhs for theyear ended March 31, 2025 as compared to Rs. 1860.04 Lakhs in the previous financial year.The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at Rs. 3555.70Lakhs as compared to Rs. 1383.31 Lakhs in the previous financial year. Earnings per share(EPS) for the financial year 2024-25 is Rs. 33.90, showing an increase from the previous year'sRs. 16.06.
The Board of Directors does not recommend any dividend for the financial year ended on 31stMarch, 2025 in order to conserve resources for future development.
The Company has no amount lying under unpaid dividend or unpaid interest account or suchother amount as mentioned under section 124 of the Companies Act, 2013 and hence noamount is required to be transferred to the Investor Education and Protection Fund.
The Board of Directors has not recommended any amount to be transferred to reserve for thefinancial year ended 31st March, 2025
During the year, there was no change in the nature of business of the Company.
As Amic Forging Limited looks ahead to FY 2025-26 and beyond, the company remainscommitted to strategic growth, technological advancement. Building on the strong foundationlaid in 2023-24, we aim to expand our product portfolio, strengthen our presence in high-potential domestic markets, and invest in process automation and sustainability initiatives.With a clear focus on quality, innovation, and customer-centric solutions, we are positioningourselves to capitalize on emerging opportunities across sectors such as automotive, energy,and heavy engineering. The global forging industry is poised for gradual recovery and growth,and Amic Forging is well-prepared to adapt to evolving market dynamics, deliver long-termvalue to stakeholders, and drive sustainable performance.
The Authorized Share Capital of the Company as on March 31, 2025 was Rs 12,00,00,000/-(Rupees Twelve Crore) divided into 12,000,000 shares of Rs 10/- each.
The Paid-up Equity Share Capital as on March 31, 2025 was Rs. 10,48,84,100/- (Rupees TenCrore Forty Eight Lakh Eight Four Thousand One Hundred Only) divided into 1,04,88,410Shares of Rs. 10/- each.
The equity shares of the company are listed on the SME Platform of Bombay Stock Exchange(“BSE”)
During the year under review, the Company successfully completed the preferential allotmentof 800,000 Convertible Equity Warrants to 28 allottees, including 3 members of the promotergroup. The issue price was ? 1,211/- per warrant, inclusive of a premium of ? 1,201/- perwarrant, resulting in a total issue amount of ? 96,88,00,000/-. As per the terms of the issue, theCompany received an upfront payment of 25% of the total consideration at the time ofallotment, amounting to ? 24,22,00,000/-. All warrants were allotted in dematerialized form.
The funds received from the upfront payment, which represent 25% of the total consideration,were fully utilized during the year towards the specified objects of the issue, according to SEBIregulations. The Company confirms that the utilization of these funds aligns with the objectivesoutlined in the resolution approving the warrant issue. The remaining 75% of the issue pricewill be payable by the warrant holders upon conversion of the warrants into equity shares,which can be exercised within a period of 18 months from the date of allotment.
The Company's equity shares are listed on SME platform of Bombay Stock Exchange of IndiaLimited with Symbol AMIC. The Company is regular in payment of Annual Listing Fees. TheCompany has paid Listing Fees up to the year 2025-26. ISIN of the company is INE0P9J01013
The Company does not have any joint ventures. However, the company has following subsidiaryor associate Company/LLP:
Name of Company LLP
Subsidiary/ Associates
DakorLogistics LLP
Associates
Amic Engg Tech Private Limited *
Subsidiary
* Incorporated on February 21, 2025.
The Company is engaged only in one segment i.e. Steel forgings and machined heavy precisionpart.
Your company has not accepted any deposits under section 73 of the Companies Act 2013during the year and there is no outstanding amount of principal or interest as on the date of thebalance sheet.
The Company has granted Loan, or advances in the nature of loan or stood guarantee orprovided security to the following person or entity.
Name ofborrower
Nature
Relation
Amount
Balance
outstanding on31st March 2025
Mackeil Ispat &Forging Ltd
Loan
Common
Director
Rs. 1,50,00,000/-
Rs. 2,02,23,377/-
Dakor LogisticsLLP
Investment
Company is
Designated
partner
represented
by Director-
Anshul
Chamaria
Rs. 4,40,00,000/-
Rs. 4,65,00,000/-
OCL Iron & SteelLtd (SamriddhiMetals Pvt Ltd)
Others
Rs. 7,71,00,000/-
Rs. 9,79,35,574/-
However, the company has not made Investment through more than two layers of InvestmentCompanies in accordance with Section 186 of the Act
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITIONOF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICHTHIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end date of Financial year and the date of thisReport.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANIESOPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators, courts or tribunals,which affect the going concern status of the Company and its operations in future.
The Company has in place adequate Internal Financial Control as required under section134(5)(e) of the Companies Act, 2013 and the same was evaluated by the Audit Committee.During the year such controls were tested with reference to financial statements and nomaterial weakness in the formulation or operations were observed. The Statutory Auditors ofthe Company conducted audit on the Company's internal financial control over financialreporting and the report of the same is annexed with Auditors' Report.
Your Directors place on record the sense of appreciation for the valuable contribution made bythe staff members of the Company and hope that their continued support will help in achievingthe goals of the Company.
Disclosure pertaining to remuneration and other details as required under Section 197 of theCompanies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is attached as Annexure ‘I'.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
The following is the composition of the Board as on 31 March 2025.
Name
DIN
Designation
Girdhari Lal Chamaria
00513552
Managing Director
Anshul Chamaria
06586643
Whole Time Director
Parma Nand Gupta
09824428
Independent Director
Pravin Poddar
09003659
Rashmi Chamaria
09810941
Non Executive Director
Neha Fatehpuria
-
Company Secretary &Compliance Officer
Mrs. Rashmi Chamaria, Non-Executive Director of the Company, will retire by rotation andbeing eligible, offered herself for re-appointment at the ensuing Annual General Meeting (AGM).
During the year under review there are no changes in the Directors & KMP.
The Company has received declarations from all the Independent Directors of the Companyconfirming that:
a. they meet the criteria of independence as prescribed under section 149 of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and
b. they have registered their names in the Independent Directors' Databank pursuant to Sub¬rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules,
2014 and amendments thereto.
During the year under review 11 (Eleven) Board meetings were convened and held respectivelyon the following dates: 09.05.2024, 30.05.2024, 05/07/2024, 22/07/2024, 31/07/2024,31/08/2024, 17.10.2024, 14.11.2024, 30.01.2025, 14.02.2025 and 18.03.2025.
The maximum time gap between any two consecutive meetings did not exceed 120 (OneHundred Twenty) days.
As on 31st March, 2025, the Board have 4 (four) Committees viz. Audit Committee, Nominationand Remuneration Committee, Stakeholder's Relationship Committee and Corporate SocialResponsibility Committee.
The composition of the Audit Committee has been precisely structured to align with therequirements outlined in Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of theAudit Committee collectively possess substantial financial and accounting expertise, ensuring ahigh level of proficiency within the committee. The committee is comprised of 3 members, andthe Company Secretary is the Secretary of the committee. The detail of the composition of theAudit Committee along with their meetings held/ attended is as follows:
No of meeting held
No of Meeting Attended
Mr. Pravin Poddar
Chairman
4
Mr. Parma Nand Gupta
Member
Mrs. Rashmi Chamaria
All the recommendation made by the Audit Committee in the financial year 2024-25 wasapproved by the Board.
Date of Meetings
30/05/2024
22/07/2024
14/11/2024
14/02/2025
2. Nomination & Remuneration Committee:
The Nomination & Remuneration Committees composition meets with the requirement ofsection 178 of the companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations andDisclosures Requirements) Regulations, 2015. The Members of the Nomination &Remuneration Policy possess sound knowledge/expertise/exposure. The Committee comprisedof 3 members as per Table here in below.
The Company Secretary is the Secretary and Compliance Officer of the Committee.
The detail of a composition of the Nomination & Remuneration Committee along with theirmeetings held/ attended are as follows: -
2
Mrs Rashmi Chamaria
During the year under review, two meetings of Nomination & Remuneration Committee wereheld on 22.07.2024 and 31.08.2024.
3. Stakeholder Relationship Committee:
The Stakeholders Relationship Committee meets with the requirement of Section 178 of theCompanies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. The Stakeholders Relationship Committee is mainlyresponsible to review all grievances connected with the Company's transfer of securities andRedressal of shareholders / Investors / Security Holders Complaints. The Committee comprisedof 3 members as per Table here in below.
The detail of a composition of the said Committee along with their meetings held/ attended isas follows: -
Mr. Girdhari LalChamaria
All the investor complaints pertaining to the listed Companies will be electronically sentthrough SCORES and the Companies or their appointed Registrar & Share Transfer Agent(R&TA/ STA) are required to view the pending complaints and submit ‘Action Taken Report'(‘ATRs') along with necessary documents electronically in SCORES. Further, there is no need tofile any physical ATRs with SEBI. The Company had completed the required registration underSCORES to efficiently and effectively redress the investors/shareholders complaints on time.
The composition, powers, role and terms of reference of the Committee are in accordance withthe requirements mandated under Section 135 of the Companies Act, 2013.
Brief Terms of Reference of the Committee inter-alia includes:
> Formulate and recommend to the Board, a CSR Policy indicating the activities to beundertaken by the Company as specified in Schedule VII of the Act;
> Recommend the amount of expenditure to be incurred on the activities mentioned in theCSR Policy and monitor the CSR Policy;
> To institute a transparent monitoring mechanism for implementation of the CSR projectsor programs or activities undertaken by the Company.
2 (Two) Corporate Social Responsibility Committee Meetings were held during the year2024-25. The details are given below:
09.05.2024
18.03.2025
The Corporate Social Responsibility Committee comprises the following Directors and theirattendance in the Committee Meeting is given below:
No of meetingheld
No of MeetingAttended
Board Evaluation
The Securities and Exchange Board of India (SEBI) vide its circular No.SEBI/HO/CFD/CMD/CIR/P/2017/ 004, dated 5th January, 2017, had issued a guidance note onBoard Evaluation which inter alia contains indicative criterion for evaluation of the Board ofDirectors, its committees and the individual members of the Board.
In accordance thereof, the Board evaluated the performance of the Board, its Committees andthe Individual Directors for the financial year 2024-25. After the evaluation process wascomplete, the Board was of the view that the performance of the Board as a whole wasadequate and fulfilled the parameters stipulated. The Board also ensured that the Committeesfunctioned adequately and independently in terms of the requirements of the Companies Act,2013 and the Listing Regulations.
The individual Director's performance was also evaluated and the Board was of the view thatthe Directors fulfilled their applicable responsibilities and duties as laid down by the ListingRegulations and the Companies Act, 2013 and at the same time contributed with their valuableknowledge, experience and expertise so as to make the Company well equipped to face theadverse challenges.
Nomination, Remuneration and Evaluation Policy
Your Company has a well-defined Remuneration Policy for Directors, Key Managerial Personnel(KMP) and other employees of the Company. This policy is in line with the provisions of Section178 of the Companies Act, 2013, and the Rules framed thereunder, as well as Regulation 19along with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. It broadly lays down the guiding principles, philosophy and the basis forpayment of remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission), Key Managerial Personnel, Senior Management and other employees and alsooutlines the process by which the performance of the directors could be evaluated.
During the year in review, there has been no change in the policy. The policy ensures equity andconsistency in rewarding the employee on the basis of performance against set of objectives.The Policy is available on our website at https://www.amicforgings.com
STATUTORY AUDITORS
M/s K N Gutgutia & Co. Chartered Accountants, Kolkata (Firm Registration No. 304153E.)continue to hold office of Auditors until the conclusion of 22nd AGM to be held in the year 2029.Pursuant to Regulation 33(1)(d) of the Listing Regulations, the Auditors have confirmed thatthey hold valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.
The Notes on the financial statements referred to in the Auditor's Report are self-explanatoryand do not call for any further comments. The Auditor's Report does not contain anyqualification, reservation or adverse remark.
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with The Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A ofSEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board ofDirectors, subject to approval of shareholders in the ensuing Annual General Meeting, hasappointed Mr. B K Barik, Practicing Company Secretary, FCS: 5696, C.P.No.:3897 Peer Reviewed,as the Secretarial Auditor to hold the office of Secretarial Auditors until conclusion of 23rd AGMof the Company to conduct the secretarial audit of the Company for a period of 5 years effectivefrom F.Y. 2025-26 till F.Y. 2029-30. His appointment has been set forth in the Notice conveningensuing Annual General Meeting for approval of shareholders.
The Secretarial Audit Report in Form MR-3 for the year ended on 31st March, 2025 is attachedas Annexure ‘II', which is self-explanatory and hence do not call for any further explanation andthe Report does not contain any qualification, reservation, adverse remark.
The provisions of Section 148 of the Companies Act, 2013 read with Notifications/ Circularsissued by the Ministry of Corporate affairs from time to time, regarding maintenance of Costrecords are applicable to the company.
The Company had received consent and confirmation of eligibility pursuant to section 148 ofthe Companies Act, 2013 from M/s Sohan Lal Jalan and Associates, cost Accountants regardingtheir appointment as the Cost Auditors of the Company for the financial year 2025-26.Thereafter, the Board of Directors on recommendation of the Audit Committee has appointedM/s Sohan Lal Jalan and Associates, cost Accountants, as the Cost Auditors of the Company forthe financial year 2025-26. Accordingly, remuneration, as recommended by the Board, wouldbe paid to M/s. Sohan Lal Jalan and Associates, for the financial year 2025-26, subject toratification of the members at the ensuing AGM.
As per Regulation 32(1) of the Listing Regulations, details of Statement of material variation ordeviation are available on company website at www.amicforgings.com
Every business is subject to risks, uncertainties that could cause actual results to differmaterially from those contemplated. The Company has in place a mechanism comprising ofregular audits and checks to inform the Board members about the Risk assessment andmitigation plans and periodical reviews to ensure that the critical risks are controlled by themanagement. Major risks identified are systematically addressed through risk mitigationactions on a continuing basis.
The Company has in place the Policy on Prevention of Sexual Harassment in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent, contractual,temporary, trainees) are covered under this Policy. The Policy is gender neutral.
The summary of the Sexual Harassment complaints received during the 2024-25 are as under:
Number of complaints
received
disposed of
pending
During the year under review, the Statutory Auditors have not reported to the Board, underSection 143(12) of the Act, any instances of fraud committed against the Company by itsofficers or employees, hence, there is nothing to be mentioned in the Board's report in thisregard.
The Company has implemented the Code of Internal Procedure & Conduct as required underthe extant SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has also inexistence a Structured Digital Database as mandated under the above Regulations.
During the Financial Year 2024-25, the company convened the following meetings of members:Annual General Meeting on 30th September, 2024, Extraordinary General Meeting on 23rdAugust, 2024 and Postal Ballot from 3rd day of February to 4th Day of March, 2025.
In terms of Section 134(3) (c) of the Companies Act, 2013 the director would like to state that :
i. In the preparation of the annual accounts, the applicable accounting standards had beenfollowed along with proper explanation relating to material departures, if any;
ii. The directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and of theprofit of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. The directors had prepared the annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively,and
vi. The directors had devised proper system to ensure compliance with the provision of allapplicable laws and that such system were adequate and operating effectively.
The draft Annual Return (e-Form MGT-7) of the Company for the year ended 31st March, 2025pursuant to the provisions of Section 134(3)(a) and Section 92 of the Companies Act, 2013 isavailable on the Company's website and can be accessed at www.amicforgings.com.
During the year under review, contracts or arrangements entered into with the related party, asdefined under section 2(76) of the Companies Act, 2013 were in the ordinary course of businesson arm's length basis. During the year the Company has not entered into any materiallysignificant related party transactions which may have potential conflict with the interest of theCompany at large. Further, all related party transactions entered into by the Company areplaced before the Audit Committee for its approval. Suitable disclosures as required areprovided in AS-18 which forms the part of the notes to the Financial Statement. In line with therequirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company hasformulated a Policy on Related Party Transactions which is also available on Company'sWebsite at www.amicforgings.com.
The particulars of the contracts or arrangements entered into by the Company with relatedparties as referred to in Section 134 (3) (h) read with section 188(1) of the Act framedthereunder, in the Form No. AOC-2 are annexed and marked as “Annexure -III”.
The Company generally complies with all applicable secretarial standards, issued by theInstitute of Company Secretaries of India and made applicable as per Section 118(10) of TheCompanies Act, 2013.
The Company has been carrying out Corporate Social Responsibility (CSR) activities under theapplicable provisions of Section 135 read with schedule VII (as amended from time to time) ofthe Companies Act, 2013 and the Companies Corporate Social Responsibility Policy Rules, 2014.Your Company believes in making lasting impact towards creating a just, equitable, human andsustainable society. The CSR Policy of the Company is available on the Company's website atwww.amicforgings.com. The Annual Report on CSR Activities' is attached as Annexure ‘IV' tothis report.
A detailed report on Management Discussion and Analysis Report is included in this Report as“Annexure — V”.
Since the company has been listed on SME Platform of BSE Limited (BSE), by virtue ofregulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the compliance with the corporate governance provisions as specified in regulation 17 to27 and clause B to (1) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule Vrelating to Corporate Governance Report, shall not apply to company listed on SME Exchange.Hence, Corporate Governance Report does not form a part of this Board Report, though we arecommitted for the best corporate governance practices.
Particulars with respect to conservation of energy as per rule 8(3) of the Companies (Accounts)Rule, 2014 are as under:
1. Conservation of energy : NIL
2. Technology Absorption : NIL
FOREIGN EXCHANGE EARNING AND OUT GO
a. Foreign Exchange Earning : 1376.55 Lacs
b. Foreign Exchange out go : 166.25 Lacs
The industrial relation during the year 2024-25 has been cordial. The Directors take on recordthe dedicated services and significant efforts made by the Officers, Staff and Workers towardsthe progress of the Company.
There is nothing to report under this for the year under review.
As mandated under the Ministry of Corporate Affairs notification and in compliance with theprovisions of the Maternity Benefit Act, 1961, the Company affirms that it has duly adhered tothe statutory requirements concerning maternity benefits during the financial year 2024-25.The Company ensures the provision of maternity leave, nursing breaks, and other entitlementsas specified under the Act to all eligible women employees. We are committed to fostering asafe, inclusive, and supportive workplace environment that upholds the rights and welfare ofwomen employees during and after maternity.
No complaints or grievances related to the denial of maternity benefits were reported duringthe year.
The Board of Directors would like to express their sincere thanks to various State and CentralGovernment Department, bankers, Consultants, Advisors, shareholders and Investors for theirvaluable co-operation and continued support throughout the year to the Company. The Boardof Directors also wish to place on record its deep sense of appreciation for the committedservices by the Company's executives, staff and workers
Managing Director Director
DIN:00513552 DIN: 06586643