The Directors of your Company have pleasure in presenting the 12th Annual Report on the business and operationsof the Company together with Audited Financial Statements for the year ended 31st March 2025:
FINANCIAL RESULTS
Year Ended31.03.2025(Rs. in Lacs)
Year Ended31.03.2024(Rs. in Lacs)
PROFITS:
Profit before Interest, Depreciation &extra-ordinary items
267.86
295.07
Less:
Interest
137.20
158.63
Depreciation
91.72
88.79
Exchange Fluctuation Loss/(gains)
000
Bad Debts written off
228.92
00
247.42
Profit before tax
38.94
47.65
Provision for current tax
19.58
18.00
Provision for deferred tax
(9.74)
9.84
(6.29)
11.71
Tax Adjustment relating to earlier year
Profit after tax
29.10
35.94
Add:
2.87
Re-measurement of defined benefit plans
3.09
(0.72)
2.15
Income Tax related to items that will not bere-classified to profit or loss
(0.78)
2.31
Total Comprehensive Income for the period
31.41
38.09
NOTE : Figures of the previous year have been re-grouped/re-arranged in order to make them comparable.
The Board of Directors of your Company have not recommended dividend for the year ended 31st March, 2025.
The extract of Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 (‘the Act') inprescribed form MGT-9 is uploaded on Company website www.amintannery.in.
During the year under review, the income from operation of the company Rs. 4717.72 lacs as compared to lastyear Rs. 5264.34 lacs and P B T is 47.65 lacs, against 51.01 lacs in last year shows a marginal decline inturnover as well as PBT.
The financial statements of the Company for the year ended 31st March 2025 have been disclosed as per Division II ofSchedule III to the Act.
During the year under review Company has no subsidiary.
During the period industrial relations have been extremely cordial. Employees cooperation and co-ordination hadbeen an important factor in the growth of the organization.
The Company has not accepted /renewed any deposit during the year under review, under the provisions of theCompanies Act, 2013 and the rules framed thereunder.
There have been no material changes and commitments affecting the financial position of the Company between theend of financial year and date of reports. There has been no change in the nature of business of the Company.
There is no change in the nature of business during the financial year.
The Company has complied with the requirements prescribed under the Secretarial Standards on:
• Meetings of the Board of Directors (SS-1)
• General Meetings (SS-2)
• Dividend (SS-3)
• Report on Board of Directors (SS-4).
The Company has in place adequate internal financial controls with reference to financial statements. During the year,such controls were tested and no reportable material weakness in the design or operation was observed.
Employees are vital to the Company. We have created a favorable work environment that encourages humblerelationship. We have also set up a scalable recruitment and human resources management process, which enablesus to attract and retain high caliber employees. The Company also has started with collaboration of UP LeatherIndustries Association a training centre for recruiting trained labors.
Your Company strongly believes in providing a safe and harassment free workplace for each and every individualworking for the Company through various intervention and practices. It is the continuous endeavor of theManagement of the Company to create and provide an environment to all its employees that is free fromdiscrimination and harassment including Sexual harassment.
During the year ended 31st March 2025, no complaint pertaining to sexual harassment was received by the Company.However, company has no women employees during the year under review.
There were 166 permanent employees with the Company as on 31st March, 2025. The percentage increase inremuneration, ratio of remuneration of each director and Key Managerial Personnel (KMP) to the median ofemployee's remuneration, and the list of top 10 employees in terms of remuneration drawn, as required under section197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 form part of Annexure II to this Board Report.
The particulars of Energy Conservation, Technology Absorption etc. pursuant to Section 134(3) (m) of the CompaniesAct, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are set out in the Annexure forming part of thisReport.
No significant or material orders were passed by the Regulators or Courts or Tribunals during the year under review.
To create enduring value for all stakeholders and ensure the highest level of honesty, and ethical behavior in all itsoperations, the Company has formulated a Vigil Mechanism named as AMIN Whistle Blower Policy' in addition to theexisting code of conduct that governs the action of its employees. This Whistleblower policy aspires to encourage allemployees to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors orpractices) that effect Company's interest/image. A copy of the policy is available on the website of the Company andmay be accessed through the web link: htpp;//amintannery.in.
In terms of Article 125 of the Article of Association of the Company, Mr. Iftikharul Amin retire by rotation at the ensuingAnnual General Meeting and being eligible, offers himself for his re-appointment. Brief resume of all the Directors,their expertise in specific functional areas and names of other companies in which Directorship held and themembership of committee of the Board as stipulated under the Listing Agreement are given in Corporate GovernanceAnnexure, attached to this report.
The Company has received declaration from all the Independent Directors of the Company confirming that they meetwith the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.
The Independent Directors met once during the financial year pursuant to the provisions of Regulation 25 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 andSchedule IV to the Companies Act, 2013. The Meeting of the Independent Directors was conducted without thepresence of the Chairman, other Non-Independent Directors and the Management team of the Company.
During the year four board meetings are held during the financial year in accordance of relevant provisions.
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholder Relationship Committee
• Investor's Grievances Committee
• Corporate Social Responsibility Committee
For the purpose of selection of any Director, the Nomination & Remuneration Committee identifies persons of integritywho posses' relevant expertise, experience and leadership qualities required for the position and also takes intoconsideration recommendation, if any received from any member of the Board. The Committee also ensures that theincumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act,2013 or other applicable laws.
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for Selection,Appointment and Remuneration of Directors & Senior Management.
The Remuneration Policy of the Company is disclosed in the Corporate Governance Report, which forms a part of thereport.
In compliance with the requirements of Regulation 27 of the Listing Agreement, the Company has put in place aFamiliarization Programme for the Independent Directors to familiarize them with the Company, their roles rightsresponsibilities in the Company, nature of the Company in which company operates, business model etc.
Pursuant to Regulation 27 of the Listing Agreement, a report on Corporate Governance is given in Annexure to thisreport.
Pursuant to the requirement under Section 134(5) read with Section 134(3) (c) of the Companies Act, 2013 withrespect to Director's Responsibility Statement, it is hereby confirmed:
i) That in the preparation of the annual accounts for the financial year ended 31st March 2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the financial year and of the profit or loss of the Company for thatperiod;
(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2025 on a goingconcern basis.
M/s. Kapoor Tandon & Company, Chartered Accountants, Kanpur (Registration No: 000952C) the Statutory Auditor ofthe Company are retiring at the ensuing Annual General Meeting and being eligible, we recommend their re¬appointment, they have furnished a certificate to the effect that their re-appointment if made will be in accordance withthe provisions of the Companies Act, 2013. The Board of Directors recommended their appointment.
As the requirement of Cost Audit report does not applicable to the Company as per MCA Circular. Hence no CostAuditor was appointed and no report was filed.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s K.N Shridhar & Associates,Practising Company Secretary, Kanpur to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as “Annexure B”
Mr. Athar Sartaj is been appointed as the internal auditor of the company in accordance with the Companies Act, 2013.
The Audit Report and the Secretarial Audit Report for the financial year 2024-25 does not contain any qualification,reservation or adverse remark by the Auditors.
The particulars of loans, guarantees and investments have been disclosed in the financial statements.
The policy on Related Party Transactions as approved by the Audit Committee and Board of Directors is available onthe website of the Company www.amintannery.in.
All contracts/arrangements entered by the Company during the previous financial year with the related parties were inthe ordinary course of business and on arm's length basis. The Audit Committee and the Board of Directors reviewedthe transaction (which is repetitive in nature) and the Audit Committee granted approval for such transactions.
The disclosures as required under AS-18 have been made in notes forming part of the financial statement. Theparticulars of contracts or arrangements entered in to by the company with related parties referred to in sub-section (1)of Section 188 of the companies Act, 2013 has been disclosed in Form No.AOC-2 which is annexed hereto.
The comments of the Auditors in their Audit Report and reference to “Notes on Accounts” forming part of the FinancialResults are self explanatory and need no further comments.
During the year under review no instances of fraud were reported by the Statutory Auditors of the Company.
Your Company has paid requisite Annual Listing Fees to BSE Limited (BSE) the Stock Exchange where its securitiesare listed.
Your directors would like to express their gratitude and appreciation for the continued support and co-operationreceived from State Bank of India, Central & State Government Authorities, Regulatory Bodies, Stock Exchanges andShareholders.
Your directors wish to place their deep sense of appreciation on record for the devoted services of the officers, staffand workers of the Company.
On behalf of the Board of Directors
Date: 13.08.2025 Managing Director Director
DIN:00037469 DIN:00037424