The Directors of your Company have pleasure in presenting the 11 th Annual Report on the business and operations ofthe ComDanv together with Audited Financial Statements for the year ended 31 st March 2024:
FINANCIAL RESULTS
Yearended31.03.2024Rs in lacs
Year ended31.03.2023Rs in lacs
PROFITS:
Profit before Interest, Depreciation & extra-ordinaryitems
295.07
335.16
Less:
Interest
158.63
164.22
Depreciation
88.79
119.93
Exchange Fluctuation Loss/(gains)
000
Bad Debts written off
247.42
284.15
Profit before tax
47.65
51.01
Provision for current tax
18.00
26.00
Provision for deferred tax
Tax adjustment relating to earlier year
(6.29)
11.71
<11.331
14.67
Profit after tax
35.94
36.34
Add:
Re-measurement of defined benefit plans
2.87
5.17
Income Tax related to items that will not bere-classified to profit or loss
1072)
2.15
(135)
3.82
Total
comprehensive income for the period
38.09
40.16
NOTE : Figures of the previous year have been re-grouped/re-arranged in order to make them comparable.
DIVIDEND: The Board of Directors of your Company have not recommended dividend for the year ended 31 st March,2024.
EXTRACT OF ANNUAL RETURN: The extract of Annual Return as provided under sub-section (3) of section 92 ofthe Companies Act, 2013 ( 'the Act') in prescribed form MGT-9 is uploaded on company’s websitewww.amintannery.in.
OPERATIONAL REVIEW: During the year under review, the income from operation of the company Rs. 4717.72 lacsas compared to last year Rs. 5264.34 lacs and P B T is 47.65 lacs, against 51.01 in last year shows a marginal declinein turnover as well as PBT.
SUBSIDIARY COMPANIES: During the year under review Company has no subsidiary.
INDUSTRIAL RELATIONS: During the period industrial relations have been extremely cordial. Employees'cooperation and co-ordination had been an important factor in the growth of the organization.
FIXED DEPOSITS: The Company has not accepted/renewed any deposit during the year under review, under theprovisions of the Companies Act 2013 and the rules framed thereunder.
MATERIAL CHANGES AFFECTING THE COMPANY: There have been no material changes and commitmentsaffecting the financial position of the Company between the end of financial year and date of Reports There has beenno change in the nature of business of the Company.
SECRETARIAL STANDARDS: The Directors state that the Secretarial standards i.e., SS-1, SS-2. SS-3 and SS-4relating to Meetings of the Board of Directors, General Meeting, Dividend and Report of Board of Directorsrespectively. Have been duly followed by the Company.
INTERNAL FINANCIAL CONTROLS: The Company has in place adequate internal financial Controls with referenceto financial statements. During the year, such controls were tested and no reportable material weakness in the designor operation was observed.
HUMAN RESOURCES MANAGEMENT: Employees are vital to the Company. We have created a favorable workenvironment that encourages humble relationship. We have also set up a scalable recruitment and human resourcesmanagement process, which enables us to attract and retain high caliber employees. The Company also has startedwith collaboration of UP Leather Industries 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 31 March 2024, no complaint pertaining to sexual harassment was received by the Company.However, company has no women employees during the year under review.
GLOBAL HEALTH PANDEMIC FROM COVID-19: The World Health Organization declared a global pandemic of theNovel Coronavirus disease (Covid-19) on February 11,2020. In enforcing social distancing to contain the spread ofthe disease, our officers and employees have been operating with effective measures for a period of time. Toeffectively respond and manage our operations through this crisis, the company triggered its business continuitymanagement program, chaired by the Chief Operating Officer. In keeping with its employee-safety-first approach.
PARTICULARS OF EMPLOYEES: A statement of particulars of employees as specified under the Companies Act,2013 as amended from time to time, is set out in the Annexure forming part of Directors' Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, and FOREIGN EXCHANGE EARNING &OUTGO: The particulars of Energy Conservation, Technology Absorption etc. pursuant to Section 134(3) (m) of theCompanies Act. 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are set out in the Annexure formingpart of this Report.
significant or material orders were passed by the Regulators or Courts or Tribunals during the year under review.
WHISTLE BLOWER POLICY/VIGIL MECHANISIM: To create enduring value for all stakeholders and ensure thehighest level of honesty, and ethical behavior in all its operations, the Company has formulated a Vigil Mechanismnamed as AMIN Whistle Blower Policy' in addition to the existing code of conduct that governs the action of itsemployees. This Whistle blower policy aspires to encourage all employees to report suspected or actualoccurrence(s) of illegal, Unethical or inappropriate events (behaviors or practices) that effect Company'sinterest/image. A copy of the Policy is available on the website of the Company and may be accessed through the weblink: https://amintannery.in.
DIRECTORS & KMP: In terms of Article 125 of the Articles of Association of the Company, Mr. Iqbal Ahsan retire byrotation at the ensuing Annual General Meeting and being eligible, offers himself for his re-appointment. Brief resumeof all the Directors, their expertise in specific functional areas and names of other companies in which Directorship
held and the membership of committee of the Board as stipulated under the listing Agreement are given in corporategovernance annexure, attached to this report.
DECLARATION BY INDEPENDENT DIRECTORS: The Company has received declaration from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section(6) of section 149 of the Companies Act, 2013.
POLICYON DIRECTORS’APPOINTMENT AND REMUNERATION: For the purpose of selection of any Director, theNomination &Remuneration Committee identifies persons of integnty who posses' relevant expertise, experience andleadership qualities required for the position and also takes into consideration recommendation, if any received fromany member of the Board. The Committee also ensures that the incumbent fulfills such other criteria with regard to ageand 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.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS: In compliance with the requirementsof Regulation 27 of the listing Agreement, the Company has put in place a Familiarization Programme for theIndependent Directors to familiarize them with the Company, their roles rights responsibilities in the Company, natureof the Company in which Company operates, business model etc.
REPORT ON CORPORATE GOVERNANCE: Pursuant to Regulation 27 of the Listing Agreement, a report onCorporate Governance is given in Annexure to this report.
DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134(5) read with section134(3)( c) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed:
i) That in the preparation of the annual accounts for the financial year ended 31st March 2024, the applicableaccounting 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 2024 on a goingconcern basis.
AUDITORS: M/s. Kapoor Tandon & Company Chartered Accountants Kanpur (Registration No 000952C) theStatutory Auditors of the Company are retiring at the ensuing Annual General Meeting and being eligible, werecommend their re-appointment, they have furnished a certificate to the effect that their re-appointment if made willbe in accordance with the provisions of the Companies Act,2013. The Board of Directors recommend theirappointment.
COST AUDITOR: As the requirement of Cost Audit report does not applicable to the Company as per MCA circular.Hence no Cost Auditor was appointed and no report was filed.
SECRETARIAL AUDITORS: Pursuant to the provisions of section 204 of the Companies Act, 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointedM/S K.N. Shridhar, & Associates. Company secretary Kanpur to undertake the secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as "annexure B"
The Audit Report and the Secretarial Audit Report for the financial year 2023-24 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 is available on the websiteof 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.
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
Place: KANPUR VEQARULAMIN IFTIKHARULAMIN
Date: 13.08.2024 Managing Director Director