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Directors Report of Amal Ltd.
Mar 31, 2025
The Board of Directors (Board) presents the annual report of Amal Ltd together with the audited Financial
Statements for the year ended on March 31, 2025.
01. Financial results
|
Standalone |
Consolidated |
|||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Revenue from operations |
4,888 |
3,133 |
13,532 |
8,609 |
|
Sales and other income |
4,950 |
3,337 |
13,584 |
8,627 |
|
Profit before tax |
937 |
345 |
3,261 |
278 |
|
Provision for tax |
250 |
103 |
332 |
107 |
|
Profit for the year |
687 |
243 |
2,930 |
170 |
|
Other comprehensive income (net of tax) |
1 |
0 |
(1) |
(0) |
|
Total comprehensive income |
688 |
243 |
2,929 |
170 |
|
Balance brought forward |
531 |
288 |
(1,388) |
(1,539) |
|
Balance carried forward |
1,219 |
531 |
1,541 |
(1,388) |
02. Performance
Standalone revenue for the year at '' 4,888 lakh
increased by 56% compared to that of last year.
The improvement was the outcome of increase
in price realisation by 29% and increase in
volume by 27%. Profit before tax (PBT) at
'' 937 lakh increased by 172% mainly because
of higher sales price and volume.
Consolidated revenue for the year at '' 13,532
lakh increased by 57% compared to that of
last year. The improvement was the outcome
of increase in price realisation by 37% and
increase in volume by 20%. The Company
earned PBT of '' 3,261 lakh during the year. As a
result, the brought-forward consolidated profit
stood at '' 1,541 lakh, compared to a loss of
'' 1,388 lakh last year.
03. Dividend
The Board recommended dividend of '' 1 per
equity share of '' 10 each fully paid-up for the
year ended on March 31, 2025. The dividend
will entail an outflow of '' 124 lakh on the
paid-up equity share capital of '' 1,236 lakh.
04. Energy conservation, technology absorption,
foreign exchange earnings and outgo
Information required under Section 134(3) (m)
of the Companies Act, 2023 (the Act), read with
Rule 8(3) of the Companies (Accounts) Rules,
2014, as amended from time to time, forms
a part of this report which is given on page
number 26.
05. Insurance
The Company has taken adequate insurance
for its current and fixed assets, employees and
products against various relevant risks.
06. Risk management
Risk management is an integral part of
the business practice of the Company. The
framework of risk management concentrates
on formalising a system to deal with the most
relevant risks, building on existing management
practices, knowledge and structures. With the
help of a reputed international consultancy firm,
the Company has developed and implemented
a comprehensive risk management system to
ensure that risks to the continued existence
of the Company as a going concern and to
its growth are identified and remedied on a
timely basis. While defining and developing the
formalised risk management system, leading
standards and practices have been considered.
The risk management system is relevant to
the business reality, is pragmatic, simple and
involves the following:
a) Risk identification and definition - Focuses
on identifying relevant risks, creating
| updating clear definitions to ensure
undisputed understanding along with
details of the underlying root causes |
contributing factors.
b) Risk classification - Focuses on
understanding the various impacts of
risks and the level of influence on their root
causes. This involves identifying various
processes, generating the root causes
and a clear understanding of risk inter¬
relationships.
c) Risk assessment and prioritisation -
Focuses on determining risk priority and risk
ownership for critical risks. This involves the
assessment of the various impacts taking
into consideration the risk appetite and the
existing mitigation controls.
d) Risk mitigation - Focuses on addressing
critical risks to restrict their impact(s) to an
acceptable level (within the defined risk
appetite). This involves a clear definition of
actions, responsibilities and milestones.
e) Risk reporting and monitoring - Focuses on
providing to the Audit Committee and the
Board, periodic information on risk profile
evolution and mitigation plans.
Roles and responsibilities
Governance
The Board has approved the Risk Management
Policy of the Company. The Company has laid
down procedures to inform the Board on a) to d)
listed above. The Audit Committee periodically
reviews the risk management system and gives
its recommendations, if any, to the Board.
The Board reviews and guides the Risk
Management Policy.
Implementation
Implementation of the Risk Management Policy is
the responsibility of the Management. It ensures
the functioning of the risk management system
as per the guidance of the Audit Committee.
The Company has a risk management oversight
structure and has a Chief Risk and Compliance
Officer.
The Management at various levels takes
accountability for risk identification,
appropriateness of risk analysis and timeliness
as well as the adequacy of risk mitigation
decisions at both individual and aggregate levels.
It is also responsible for the implementation,
tracking and reporting of defined mitigation
plans, including periodic reporting to the Audit
Committee and the Board.
07. Internal financial controls
The internal financial controls over financial
reporting are designed to provide reasonable
assurance regarding the reliability of financial
reporting and the preparation of the Financial
Statements. These include those policies and
procedures that:
a) pertain to the maintenance of records, which
in reasonable detail, accurately and fairly
reflect the transactions and dispositions of
the assets of the Company,
b) provide reasonable assurance that
transactions are recorded as necessary
to permit the preparation of the Financial
Statements in accordance with Generally
Accepted Accounting Principles and that
receipts and expenditures are being made
only in accordance with authorisations of
the Management and the Directors of the
Company,
c) provide reasonable assurance regarding
the prevention or timely detection of
unauthorised acquisition, use or disposition
of the assets that can have a material
effect on the Financial Statements. A
reputed international consultancy firm
has reviewed the adequacy of the internal
financial controls concerning the Financial
Statements.
The Management assessed the effectiveness
of the internal financial controls over financial
reporting as of March 31, 2025 and the Board
believes that the controls are adequate.
08. Fixed deposits
The Company did not accept any deposits from
public and as such no amount on account of
principal or interest on deposits from public was
outstanding as of March 31, 2025.
09. Loans, guarantees, investments and security
Particulars of loans, guarantees, investments
and security provided are given on page
number 107.
10. Subsidiary company
Amal Speciality Chemicals Ltd is the material
subsidiary in accordance with the applicable
provisions of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing
Regulations).
11. Related party transactions
All the transactions entered into with the
related parties were in the ordinary course of
business and on an arm''s length basis and were
reviewed and approved by the Audit Committee
and material related party transactions were
approved by the members in compliance
of the Listing Regulations. Details of such
transactions are given on page number 119.
No transactions were entered into by the
Company that required disclosure in Form
AOC - 2.
12. Corporate social responsibility
The Corporate Social Responsibility (CSR)
Policy, the CSR Report and the composition
of the CSR Committee are given on page
number 26.
13. Annual return
Annual return is available on the website of the
Company at: https://www.amal.co.in/investors/
information-for-stakeholders/annual-general-
meeting/
14. Auditors
Statutory Auditors
Deloitte Haskins & Sells LLP, Chartered
Accountants were reappointed as the Statutory
Auditors of the Company at the 48th Annual
General Meeting (AGM) held on September 08,
2022, until the conclusion of the 53rd AGM.
The Auditor''s Report for the financial year
ended on March 31, 2025, does not contain any
qualification, reservation or adverse remark.
The report is enclosed with the Financial
Statements in this annual report.
Secretarial Auditors
SPANJ & Associates, Company Secretaries,
continue to be the Secretarial Auditors for
2024-25 and their report is given on page
number 30. The Secretarial Audit Report of
Amal Speciality Chemicals Ltd, the material
subsidiary, is also given on page number 33.
As per Regulation 24A of the Listing Regulations,
Secretarial Auditors can be appointed for a term
of five consecutive years with the approval
of the members. Accordingly, based on the
recommendation of the Audit Committee, the
Board at its meeting held on July 11, 2025,
recommended the appointment of SPANJ
& Associates, Company Secretaries as the
Secretarial Auditors of the Company for a term
of five consecutive financial years from 2025-26
to 2029-30 for the approval of the members at
the ensuing AGM. SPANJ & Associates have
given their consent to act as the Secretarial
Auditors and confirmed their eligibility for
appointment.
15. Directors'' responsibility statement
a) In preparation of the annual accounts for the
financial year that ended on March 31, 2025,
the applicable accounting standards have
been followed and there are no material
departures.
b) The accounting policies were selected
and applied consistently and judgements
and estimates thus made were reasonable
and prudent so as 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 that
period.
c) Proper and sufficient care was taken for
the maintenance of adequate accounting
records in accordance with the provisions
of the Act for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities.
d) The attached annual accounts for the year
ended on March 31, 2025, were prepared
on a going concern basis.
e) Adequate internal financial controls to be
followed by the Company were laid down
and they were adequate and operating
effectively.
f) Proper systems were devised to ensure
compliance with the provisions of all
applicable laws and the same were
adequate and operating effectively.
16. Directors
16.1. Retirement | Reappointment | Appointment
a) Retirement
Ms Mahalakshmi Subramanian, Independent
Director completed her second term as an
Independent Director and accordingly,
ceased to be a Director during the year.
The Board places on record its deep
appreciation for her valuable contribution
through sustained involvement, critical
analysis and insightful guidance.
b) Reappointment
According to the Articles of Association of
the Company, Mr Gopi Kannan Thirukonda
retires by rotation and being eligible, offers
himself for reappointment at the ensuing
AGM.
c) Appointment
nil
16.2. Policies on appointment and remuneration
The salient features of the Policy are as under:
16.2.1 Appointment
While recommending the appointment of
Directors, the Nomination and Remuneration
Committee considers the following factors:
a) Qualification: well-educated and
experienced in senior leadership positions
within the industry.
b) Traits: positive attributes and qualities.
c) Independence: criteria prescribed in
the Act and the Listing Regulations for
the Independent Directors, including no
pecuniary interest and conflict of interest:
16.2.2 Remuneration of the Non-executive Directors
a) Sitting fees: up to '' 40,000 for attending a
Board, Committee and any other meeting
b) Commission: up to 1% of net profit as may
be decided by the Board based on.
i) Profit
ii) Attendance
iii) Category (Independent or Non executive)
16.2.3 Remuneration of the Managing Director
This is given under paragraph number 17.2.
16.3. Criteria and method of annual evaluation
16.3.1. The criteria for evaluation of the performance of
a) the Executive Directors, b) the Non- executive
Directors (other than Independent Directors),
c) the Independent Directors, d) the Chairman,
e) the Committees of the Board and f) the Board
as a whole are summarised in the table at
the end of the Directors'' Report at page
number 24.
16.3.2. The Independent Directors have carried out
annual:
a) review of the performance of the Executive
Directors
b) review of the performance of the Non¬
executive Directors (other than Independent
Directors)
c) review of the performance of the Chairman,
assessment of quality, quantity and
timeliness of the flow of information to the
Board
d) review of the performance of the Board as
a whole
16.3.3. The Board has carried out an annual evaluation
of the performance of:
a) its committees, namely, Audit, Corporate
Social Responsibility, Nomination
and Remuneration and Stakeholders
Relationship
b) the Independent Directors
The templates for the above purpose were
circulated in advance for feedback from the
Directors.
16.4. Familiarisation programs for the Independent
Directors
The Company has familiarisation programs for
its Independent Directors. It comprises, amongst
others, presentations by and discussions with
the Senior Management on the nature of the
industries in which it operates, its vision and
strategy, its organisation structure and relevant
regulatory changes. A visit is organised to one
or more of its manufacturing sites. Details of the
familiarisation programmes are also available
at www.amal.co.in/about/directors/
17. Key Managerial Personnel and other
employees
17.1 Appointments and cessations of the Key
Managerial Personnel
There were no appointments | cessations of the
Key Managerial Personnel during 2024-25.
17.2 Remuneration
The Remuneration Policy related to the Key
Managerial Personnel and other employees
consists of the following:
17.2.1 Components:
a) Fixed pay
i) Basic salary
ii) Allowances
iii) Perquisites
iv) Retirals
b) Variable pay
17.2.2 Factors for determining and changing fixed pay:
a) Existing compensation
b) Education
c) Experience
d) Salary bands
e) Performance
f) Market benchmark
17.2.3 Factors for determining and changing variable
pay:
a) Company performance
b) Business performance
c) Individual performance
d) Work level
18. Analysis of remuneration
The information required pursuant to Sections
134(3)(q) and 197(12) of the Companies Act,
2013, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is given on page
number 37.
There were no employees during 2024-25,
drawing remuneration exceeding the limit
specified.
19. Management Discussion and Analysis
The Management Discussion and Analysis is
given on page number 38.
20. Corporate Governance Report
20.1 Declaration given by the Independent Directors
The Independent Directors have given
declarations under Section 149(6) of the Act.
20.2 Report
The Corporate Governance Report, along with
the certificate from the Practicing Company
Secretary regarding the compliance of the
conditions of corporate governance pursuant
to Regulation 34(3), read with Schedule V
of the Regulations, is given on page number
39. Details about the number of meetings of
the Board held during 2024-25, are given on
page number 44. The composition of the Audit
Committee is given on page number 47.
All the recommendations given by the Audit
Committee were accepted by the Board.
20.3 Whistleblower Policy
The Board, on the recommendation of the Audit
Committee, had approved a vigil mechanism
(Whistleblower Policy). The Policy provides
an independent mechanism for reporting and
resolving complaints pertaining to unethical
behaviour, actual or suspected fraud and
violation of the Code of Conduct of the
Company and is displayed on the website of
the Company at www.amal.co.in/investors/
policies/
No person has been denied access to the Audit
Committee.
20.4 Secretarial standards
Secretarial standards as applicable to the
Company were followed and complied with
during 2024-25.
20.5 Prevention, prohibition and redressal of sexual
harassment
Details required under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013, and rules thereunder
are given on page number 51.
21. Acknowledgements
The Board expresses its sincere thanks to all
the employees, customers, suppliers, lenders,
regulatory and government authorities, stock
exchanges and investors for their support.
For and on behalf of the Board of Directors
(Sunil Lalbhai)
Mumbai Chairman
July 11, 2025 DIN: 00045590
Mar 31, 2024
The Board of Directors (Board) presents the annual report of Amal Ltd together with the audited Financial Statements for the year ended on March 31, 2024.
01. Financial results
|
Rs. in Lakhs |
||||
|
Standalone |
Consolidated |
|||
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
|
Revenue from operations |
3,133 |
3,916 |
8,609 |
6,132 |
|
Sales and other income |
3,337 |
4,319 |
8,627 |
6,215 |
|
Profit | (loss) before tax |
345 |
137 |
278 |
(1,569) |
|
Provision for tax |
103 |
64 |
107 |
42 |
|
Profit | (loss) for the year |
243 |
73 |
170 |
(1,611) |
|
Other comprehensive income (net of tax) |
0 |
3 |
(0) |
3 |
|
Total comprehensive income | (expense) |
243 |
76 |
170 |
(1,608) |
|
Balance brought forward |
288 |
212 |
(1,539) |
69 |
|
Balance carried forward |
531 |
288 |
(1,388) |
(1,539) |
Standalone revenue for the year at '' 3,133 lakhs decreased by 20% compared to that of last year. The decline was the outcome of decrease in price realisation by 28% and increase in volume by 8%. PBT at '' 345 lakhs increased by 152% mainly because of decrease in input prices.
Consolidated revenue for the year at '' 8,609 lakhs increased by 40% compared to that of last year. The increase was the outcome of full year of operations of Amal Speciality Chemicals Ltd. The Company earned a profit before tax of '' 278 lakhs during the year. As a result, the consolidated loss for the year stood at '' 1,388 lakhs, compared to that of '' 1,539 lakhs last year.
The Board did not recommend any dividend considering the loss of '' 1,388 lakhs on a consolidated basis.
04. Energy conservation, technology absorption and foreign exchange earnings and outgo
Information required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time, forms a part of this report which is given on page number 14.
The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other assets and third-parties.
Risk management is an integral part of the business practices of the Company. The framework of risk management concentrates on formalising a system to deal with the most relevant risks, building on existing management practices, knowledge and structures. With the help of a reputed international consultancy firm,
the Company has developed and implemented a comprehensive risk management system to ensure that risks to the continued existence of the Company as a going concern and to its growth are identified and remedied on a timely basis. While defining and developing the formalised risk management system, leading standards and practices have been considered. The risk management system is relevant to the business reality, is pragmatic and simple and involves the following:
a) Risk identification and definition -Focuses on identifying relevant risks, creating | updating clear definitions to ensure undisputed understanding along with details of the underlying root causes | contributing factors.
b) Risk classification - Focuses on understanding the various impacts of risks and the level of influence on their root causes. This involves identifying various processes, generating the root causes and a clear understanding of risk inter-relationships.
c) Risk assessment and prioritisation -Focuses on determining risk priority and risk ownership for critical risks. This involves the assessment of the various impacts taking into consideration the risk appetite and the existing mitigation controls.
d) Risk mitigation - Focuses on addressing critical risks to restrict their impact(s) to an acceptable level (within the defined risk appetite). This involves a clear definition of actions, responsibilities and milestones.
e) Risk reporting and monitoring - Focuses on providing to the Audit Committee and the Board, periodic information on risk profile evolution and mitigation plans.
Governance
The Board has approved the Risk Management Policy of the Company. The Company has laid down procedures to inform the Board on a) to d) listed above. The Audit Committee periodically reviews the risk management system and gives its recommendations, if any, to the Board.
The Board reviews and guides the Risk Management Policy.
Implementation
Implementation of the Risk Management Policy is the responsibility of the Management. It ensures the functioning of the risk management system as per the guidance of the Audit Committee. The Company has a risk management oversight structure in which each sub-segment has a Chief Risk and Compliance Officer.
The Management at various levels takes accountability for risk identification, appropriateness of risk analysis and timeliness as well as the adequacy of risk mitigation decisions at both individual and aggregate levels. It is also responsible for the implementation, tracking and reporting of defined mitigation plans, including periodic reporting to the Audit Committee and the Board.
As per the requirements of Rule 3(1) of the Companies (Accounts) Rules 2014, the Company uses only such accounting software for maintaining its books of account that records the audit trail of all the transactions, creates an edit log of all the changes made in the books of account along with when such changes are made and by whom. This feature of recording the audit trail has operated throughout the year and was not tampered with during the year.
In respect of the aforesaid accounting software, after thorough testing and validation, the audit trail was not enabled for direct data changes at the database level in view of the possible impact on the efficient performance of the system. In respect of audit trail at the database level, the Company has established and maintained an adequate internal control framework over its financial reporting and based on its assessment, concluded that the internal controls for the year ended on March 31, 2024, were effective. It is in the process of upgrading the system to meet the database level audit trail requirement and expects to implement this from May 01, 2024.
07. Internal financial controls
The internal financial controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements. These include those policies and procedures that:
a) pertain to the maintenance of records, which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company,
b) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made only in accordance with authorisations of the Management and the Directors of the Company,
c) provide reasonable assurance regarding the prevention or timely detection of unauthorised acquisition, use or disposition of the assets that can have a material effect on the Financial Statements. A reputed international consultancy firm has reviewed the adequacy of the internal financial controls with respect to the Financial Statements.
The Management assessed the effectiveness of the internal financial controls over financial reporting as of March 31, 2024, and the Board believes that the controls are adequate.
During 2023-24, the Company did not accept any fixed deposits.
09. Loans, guarantees, investments and security
Particulars of loans, guarantees, investments and security provided are given on page numbers 96 and 97.
10. Subsidiary, joint venture and associate company
Amal Speciality Chemicals Ltd has been classified as the material subsidiary in accordance with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). There were no other changes in the subsidiary, joint venture and associate company which were reported earlier.
11. Related party transactions
All the transactions entered into with the related parties were in the ordinary course of business and on an arm''s length basis. During 2023-24, material-related party transactions, in terms of the Listing Regulations, were approved by the members. Details of such transactions are given on page number 109. No transactions were entered into by the Company that required disclosure in Form AOC-2.
12. Corporate social responsibility
The Corporate Social Responsibility (CSR) Policy, the CSR Report and the composition of the CSR Committee are given on page number 14.
Annual return is available on the website of the Company at:
www.amal.co.in/investors/information-for-
stakeholders/annual-general-meeting
14. Auditors Statutory Auditors
Deloitte Haskins & Sells LLP, Chartered Accountants were reappointed as the Statutory Auditors of the Company at the 48th Annual General Meeting (AGM) held on September 08, 2022, until the conclusion of the 53rd AGM.
The Auditor''s Report for the financial year ended on March 31, 2024, does not contain any qualification, reservation or adverse remark. The report is enclosed with the Financial Statements in this annual report.
SPANJ & Associates, Company Secretaries, continue to be the Secretarial Auditors for 2023-24 and their report is given on page number 18. The Secretarial Audit Report of Amal Speciality Chemicals Ltd, the material subsidiary is also given on page number 21.
15. Directors'' responsibility statement
a) In preparation of the annual accounts for the financial year that ended on March 31, 2024, the applicable accounting standards have been followed and there are no material departures.
b) The accounting policies were selected and applied consistently and judgements and estimates thus made were reasonable and prudent so as 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 that period.
c) Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d) The attached annual accounts for the year ended March 31, 2024, were prepared on a going concern basis.
e) Adequate internal financial controls to
be followed by the Company were laid down and they were adequate and operating effectively. This is given under para number 7.
f) Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively.
16.1 Appointments | Reappointments | Cessations
a) According to the Articles of Association of the Company, Mr Sunil Lalbhai retires by rotation and being eligible offers himself for reappointment at the AGM scheduled on September 05, 2024.
b) Ms Dipali Sheth, Ms Drushti Desai and Mr Venkatraman Srinivasan were appointed as Independent Directors effective February 01, 2024, for a period of five years.
c) Mr Sujal Shah and Mr Abhay Jadeja, Independent Directors of the Company ceased to be a Director on March 31, 2024, on account of their compulsory retirement.
The Board places on record its deep appreciation for their valuable contribution through sustained involvement, critical analysis and insightful guidance.
In the opinion of the Board, Ms Dipali Sheth, Ms Drushti Desai and Mr Venkatraman Srinivasan, Independent Directors possess knowledge, experience and expertise relevant to the Company.
16.2 Policies on appointment and remuneration
The salient features of the Policy are as under:
16.2.1 Appointment
While recommending the appointment of the
Directors, the Nomination and Remuneration
Committee considers the following factors:
a) Qualification: well-educated and experienced in senior leadership positions in industry | profession. .
b) Traits: positive attributes and qualities.
c) Independence: criteria prescribed in the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Regulations), for the Independent Directors, including no pecuniary interest and conflict of interest.
16.2.2 Remuneration of the Non-executive Directors
a) Sitting fees: up to '' 40,000 for attending a Board, Committee and any other meeting
b) Commission: up to 1% of net profit as may be decided by the Board based on the following factors:
i) Membership of committee(s)
ii) Profit
iii) Attendance
iv) Category (Independent or Non- executive)
16.2.3 Remuneration of the Managing Director This is given under para number 17.2.
16.3 Criteria and method of annual evaluation
16.3.1 The criteria for evaluation of the performance of
a) the Executive Directors, b) the Non-executive Directors (other than Independent Directors), c) the Independent Directors, d) the Chairman, e) the Committees of the Board and f) the Board as a whole are summarised in the table at the end of the Directors'' Report at page number 12.
16.3.2 The Independent Directors have carried out annual:
a) review of the performance of the Executive Directors
b) review of the performance of the Non-executive Directors (other than Independent Directors)
c) review of the performance of the Chairman, assessment of quality, quantity and timeliness of the flow of information to the Board and
d) review of the performance of the Board as a whole.
16.3.3 The Board has carried out an annual evaluation of the performance of:
a) its committees, namely, Audit, Corporate Social Responsibility, Nomination and Remuneration and Stakeholders Relationship
b) the Independent Directors
The templates for the above purpose were circulated in advance for feedback from the Directors.
16.4. Familiarisation programs for the Independent Directors
The Company has familiarisation programs for its Independent Directors. It comprises, amongst others, presentations by and discussions with the Senior Management on the nature of the industries in which it operates, its vision and strategy, its organisation structure and relevant regulatory changes.
17. Key Managerial Personnel and other employees
17.1 Appointments and cessations of the Key Managerial Personnel
There were no appointments | cessations of the Key Managerial Personnel during 2023-24.
17.2 Remuneration
The Remuneration Policy of the Key Managerial Personnel and other employees consist of the following:
17.2.1 Components:
a) Fixed pay
i) Basic salary
ii) Allowances
iii) Perquisites
iv) Retirals, and
b) Variable pay
17.2.2 Factors for determining and changing fixed pay:
a) Existing compensation
b) Education
c) Experience
d) Salary bands
e) Performance
f) Market benchmark
17.2.3 Factors for determining and changing variable pay:
a) Company performance
b) Business performance
c) Individual performance
d) Work level
The information required pursuant to Sections 134(3)(q) and 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given on page number
25.
The Company is not required to disclose the information required as there were no employees during 2023-24, drawing remuneration exceeding the limit specified.
19. Management Discussion and Analysis
The Management Discussion and Analysis covering performance is given on page number
26.
20. Corporate Governance Report
20.1 Declaration given by the Independent Directors
The Independent Directors have given declarations under Section 149(6) of the Act.
20.2 Report
The Corporate Governance Report is given on page number 27. Details about the number of
meetings of the Board held during 2023-24, are given on page number 32. The composition of the Audit Committee is given on page number 36.
All the recommendations given by the Audit Committee were accepted by the Board.
20.3 Whistleblower Policy
The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism (Whistleblower Policy). The Policy provides an independent mechanism for reporting and resolving complaints pertaining to unethical behaviour, actual or suspected fraud and violation of the Code of Conduct of the Company and is displayed on the website of the Company at www.amal.co.in/investors/ policies/
No personnel has been denied access to the Audit Committee.
20.4 Secretarial standards
Secretarial standards as applicable to the Company were followed and complied with during 2023-24.
20.5 Prevention, prohibition and redressal of sexual harassment
Details required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and rules thereunder are given on page number 40.
The Board expresses its sincere thanks to all the employees, customers, suppliers, lenders, regulatory and government authorities, stock exchanges and investors for their support.
Mar 31, 2023
The Board of Directors (Board) presents the annual report of Amal Ltd together with the audited Financial Statements for the year ended March 31, 2023.
01. Financial results
|
Standalone |
Consolidated* |
|||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Revenue from operations |
3,916 |
4,348 |
6,132 |
4,348 |
|
Sales and other income |
4,319 |
4,530 |
6,215 |
4,379 |
|
Profit | (loss) before tax |
137 |
332 |
(1,569) |
162 |
|
Provision for tax |
64 |
90 |
42 |
51 |
|
Profit | (loss) for the year |
73 |
242 |
(1,611) |
111 |
|
Other comprehensive income (net of tax) |
3 |
............................................(1) |
3 |
(1) |
|
Total comprehensive income | (expense) |
76 |
241 |
(1,608) |
110 |
|
Balance brought forward |
212 |
(29) |
69 |
(40) |
|
Balance carried forward |
288 |
212 |
69 |
|
* Consolidated results for 2022-23 and 2021-22 are not comparable because of the commencement of operations by Amal Speciality Chemicals Ltd (ASCL), a wholly-owned subsidiary in the quarter ended on September 30, 2022.
02. Performance Standalone
During 2022-23, revenue from operations decreased by 10% (decrease in selling price by 8% and decrease in sales volume by 2%) from '' 4,348 lakhs to '' 3,916 lakhs. The Company reported profit before tax (PBT) of '' 137 lakhs in 2022-23 against PBT of '' 332 lakhs in 2021-22 on account of lower price realisation and volume due to sluggish demand.
Consolidated
Consolidated revenue from operations increased from '' 4,348 lakhs to '' 6,132 lakhs on account of sales from 300 tpd Sulphuric acid plant, commissioned in ASCL, a wholly-owned subsidiary in the quarter ended on September 30, 2022. The consolidated loss is '' 1,569 lakhs against the standalone PBT of '' 137 lakhs. The negative PBT is on account of technology related problems (being resolved), lower utilisation | sale of steam and lower sales due to subdued demand and higher interest and depreciation.
03. Dividend
Directors have not recommended dividend considering the meagre profit on standalone basis and loss of '' 1,611 lakhs on consolidated basis.
04. Rights issue of equity shares
During 2022-23, the Company allotted 29,37,662 equity shares of '' 10 each at a premium of '' 160 per share aggregating to '' 4,994 lakhs on a rights basis to eligible shareholders. Post issue, equity share capital of the Company is '' 1236.27 lakhs.
05. Energy conservation, technology absorption and foreign exchange earnings and outgo
Information required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time, forms a part of this report which is given on page number 12.
06. Insurance
The Company has taken adequate insurance to cover the risks to its employees, property (land .
and buildings), plant, equipment, other assets and third parties.
07. Risk management
Risk management is an integral part of the business practices of the Company. The framework of risk management concentrates on formalising a system to deal with the most relevant risks, building on existing management practices, knowledge and structures. With the help of a reputed international consultancy firm, the Company has developed and implemented a comprehensive risk management system to ensure that risks to the continued existence of the Company as a going concern and to its growth are identified and remedied on a timely basis. While defining and developing the formalised risk management system, leading standards and practices have been considered. The risk management system is relevant to business reality, pragmatic and simple and involves the following:
i) Risk identification and definition -Focuses on identifying relevant risks, creating | updating clear definitions to ensure undisputed understanding along with details of the underlying root causes | contributing factors.
ii) Risk classification - Focuses on understanding the various impacts of risks and the level of influence on their root causes. This involves identifying various processes, generating the root causes and a clear understanding of risk inter-relationships.
iii) Risk assessment and prioritisation -Focuses on determining risk priority and risk ownership for critical risks. This involves assessment of the various impacts taking into consideration risk appetite and the existing mitigation controls.
iv) Risk mitigation - Focuses on addressing critical risks to restrict their impact(s) to
an acceptable level (within the defined risk appetite). This involves a clear definition of actions, responsibilities and milestones.
v) Risk reporting and monitoring - Focuses on providing to the Audit Committee and the Board, periodic information on risk profile evolution and mitigation plans.
Roles and responsibilities
Governance
The Board has approved the Risk Management Policy of the Company. The Company has laid down procedures to inform the Board on i) to iv) listed above. The Audit Committee periodically reviews the risk management system and gives its recommendations, if any, to the Board.
The Board reviews and guides the Risk Management Policy.
Implementation
Implementation of the Risk Management Policy is the responsibility of the Management. It ensures functioning of the risk management system as per the guidance of the Audit Committee. The Company has a risk management oversight structure in which each sub-segment has a Chief Risk and Compliance Officer.
The Management at various levels takes accountability for risk identification, appropriateness of risk analysis, and timeliness as well as adequacy of risk mitigation decisions at both individual and aggregate levels. It is also responsible for the implementation, tracking and reporting of defined mitigation plans, including periodic reporting to the Audit Committee and Board.
08. Internal financial controls
The internal financial controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial
Statements. These include those policies and procedures that:
i) pertain to the maintenance of records, which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company,
ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made only in accordance with authorisations of the Management and the Directors of the Company,
iii) provide reasonable assurance regarding the prevention or timely detection of unauthorised acquisition, use or disposition of the assets that can have a material effect on the Financial Statements. A reputed international consultancy firm has reviewed the adequacy of the internal financial controls with respect to the Financial Statements.
The Management assessed the effectiveness of the internal financial controls over financial reporting as of March 31, 2023, and the Board believes that the controls are adequate.
09. Fixed deposits
During 2022-23, the Company did not accept any fixed deposits.
10. Loans, guarantees, investments and security
Particulars of loans, guarantees, investments and security provided are given on page numbers 86.
11. Subsidiary, joint venture and associate company
There were no changes in the subsidiary, joint
venture and associate company, which were reported earlier.
12. Related party transactions
All the transactions entered into with the related parties were in ordinary course of business and on an arm''s length basis. Details of such transactions are given on page number 99. No transactions were entered into by the Company that required disclosure in Form AOC-2.
13. Corporate social responsibility
The Corporate Social Responsibility (CSR) Policy, the CSR Report and the composition of the CSR Committee are given on page number 12.
14. Annual return
Annual return for 2022-23, is available on the website of the Company at www.amal.co.in/investors/information-for-stakeholders/annual-general-meeting
15. Auditors Statutory Auditors
Deloitte Haskins & Sells LLP, Chartered Accountants (DHS) were reappointed as the Statutory Auditors of the Company at the 48th Annual General Meeting (AGM) held on September 08, 2022, until the conclusion of the 53rd AGM.
The Auditor''s Report for the financial year ended March 31, 2023, does not contain any qualification, reservation or adverse remark. The report is enclosed with the Financial Statements in this annual report.
Secretarial Auditors
SPANJ & Associates, Company Secretaries, continue to be the Secretarial Auditors for 2022-23 and their report is given on page number 16.
16. Directors'' responsibility statement
16.1 In preparation of the annual accounts for the financial year ended March 31, 2023, the .
applicable accounting standards have been followed and there are no material departures.
16.2 The accounting policies were selected and applied consistently and judgements and estimates thus made were reasonable and prudent so as 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 that period.
16.3 Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
16.4 The attached annual accounts for the year ended March 31, 2023, were prepared on a going concern basis.
16.5 Adequate internal financial controls to be followed by the Company were laid down and they were adequate and operating effectively. This is given under para number 08.
16.6 Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively.
17. Directors
17.1 Appointments | Reappointments | Cessations
17.1.1 According to the Articles of Association of the Company, Mr Gopi Kannan Thirukonda retires by rotation and being eligible, offers himself for reappointment at the AGM scheduled on September 08, 2023.
17.2 Policies on appointment and remuneration
17.2.1 Appointment
While recommending appointment of the Directors, the Nomination and Remuneration Committee considers the following factors:
i) Qualification: well-educated and
experienced in senior leadership positions in industry | profession
ii) Traits: positive attributes and qualities
iii) Independence: criteria prescribed in Section 149(6) of the Companies Act, 2013 for the Independent Directors, including no pecuniary interest and conflict of interest
17.2.2 Remuneration of the Non-executive Directors
i) Sitting fees: up to '' 30,000 for attending a Board, Committee and any other meeting
ii) Commission: up to 1% of net profit as may be decided by the Board based on the following factors:
a) Membership of committee(s)
b) Profit
c) Attendance
d) Category (Independent or Non
executive)
17.2.3 Remuneration of the Managing Director This is given under para number 18.2.
17.3 Criteria and method of annual evaluation
17.3.1 The criteria for evaluation of the performance of
i) the Executive Directors, ii) the Non-executive Directors (other than Independent Directors), iii) the Independent Directors, iv) the Chairman, v) the Committees of the Board and vi) the Board as a whole are summarised in the table at the end of the Directors'' Report at page number 10.
17.3.2 The Independent Directors have carried out annual:
i) review of the performance of the Executive Directors
ii) review of the performance of the Non-executive Directors (other than Independent Directors)
iii) review of the performance of the Chairman,
assessment of quality, quantity and timeliness of the flow of information to the Board and
iv) review of the performance of the Board as a whole.
17.3.3 The Board has carried out an annual evaluation of the performance of:
i) its committees namely Audit, Corporate Social Responsibility, Nomination and Remuneration and Stakeholders Relationship
ii) the Independent Directors
The templates for the above purpose were circulated in advance for feedback of the Directors.
17.4 Familiarisation programs for the Independent Directors
The Company has familiarisation programs for its Independent Directors. It comprises, amongst others, presentations by and discussions with the Senior Management on the nature of the industries in which it operates, its vision and strategy, its organisation structure and relevant regulatory changes.
18. Key managerial personnel and other employees
18.1 Appointments and cessations of the key managerial personnel
There were no appointments | cessations of the key managerial personnel during 2022-23.
18.2 Remuneration
The Remuneration Policy of the key managerial personnel and other employees consists of the following:
18.2.1 Components:
i) Fixed pay
a) Basic salary
b) Allowances
c) Perquisites
d) Retirals ii) Variable pay
18.2.2 Factors for determining and changing fixed pay:
i) Existing compensation
ii) Education
iii) Experience
iv) Salary bands
v) Performance
vi) Market benchmark
18.2.3 Factors for determining and changing variable pay:
i) Business performance
ii) Individual performance
iii) Work level
19. Analysis of remuneration
The information required pursuant to Sections 134(3)(q) and 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at page number 19.
The Company is not required to disclose the information required as there were no employees during 2022-23 drawing remuneration exceeding the limit specified.
20. Management Discussion and Analysis
The Management Discussion and Analysis covering performance is given at page number 20.
21. Corporate Governance Report
21.1 Declaration given by the Independent Directors
The Independent Directors have given declarations under Section 149(6) of the Act.
21.2 Report
The Corporate Governance Report is given at page number 21. Details about the number of
meetings of the Board held during 2022-23 are given at page number 26. The composition of the Audit Committee is given at page number 29.
All the recommendations given by the Audit Committee were accepted by the Board.
21.3 Whistleblowing Policy
The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism (Whistleblowing Policy). The policy provides an independent mechanism for reporting and resolving complaints pertaining to unethical behaviour, actual or suspected fraud and violation of the code of conduct of the Company and is displayed on the website of the Company at www.amal.co.in/investors/ policies/
No personnel has been denied access to the Audit Committee.
21.4 Secretarial standards
Secretarial standards as applicable to the Company were followed and complied with during 2022-23.
21.5 Prevention, prohibition and redressal of sexual harassment
Details required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder are given at page number 33.
22. Acknowledgements
The Board expresses its sincere thanks to all the employees, customers, suppliers, lenders, regulatory and government authorities, stock exchanges and investors for their support.
For and on behalf of the Board of Directors
(Sunil Lalbhai)
Mumbai Chairman
April 20, 2023 DIN: 00045590
Mar 31, 2019
Dear Members,
The Board of Directors (Board) presents the Annual Report of Amal Ltd together with the audited Financial Statements for the year ended March 31, 2019.
01. Financial results
(Rs. 000)
|
2018-19 |
2017-18 |
|
|
Sales and other income |
3,34,413 |
3,19,722 |
|
Profit before tax |
99,797 |
97,041 |
|
Profit for the year |
77,505 |
97,041 |
|
Other comprehensive income (net of tax) |
(77) |
45 |
|
Profit after tax |
77,428 |
97,086 |
|
Balance brought forward |
(2,60,669) |
(3,57,755) |
|
Balance carried forward |
(1,83,241) |
(2,60,669) |
02. Performance
During 2018-19, sales and other income increased by 5% from Rs. 3,197 lakhs to Rs. 3,344 lakhs mainly due to lower volumes (19%) and higher prices 24%. The Company reported a profit before tax of Rs. 998 lakhs in 2018-19 against a profit before tax of Rs. 971 lakhs in 2017-18.
03. Dividend
Under the extant laws, the Company cannot declare a Dividend in view of its carried forward losses.
04. Conservation of energy, technology absorption, foreign exchange earnings and outgo Information required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time, forms a part of this Report which is given at page number 9.
05. Insurance
The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other assets and third parties.
06. Risk management
Risk management is an integral part of business practices of the Company. The framework of risk management concentrates on formalising a system to deal with the most relevant risks, building on existing management practices, knowledge and structures. With the help of a reputed international consultancy firm, the Company has developed and implemented a comprehensive risk management system to ensure that risks to the continued existence of the Company as a going concern and to its growth are identified and remedied on a timely basis. While defining and developing the formalised risk management system, leading standards and practices have been considered. The risk management system is relevant to business reality, pragmatic and simple and involves the following:
i) Risk identification and definition - Focused on identifying relevant risks, creating | updating clear definitions to ensure undisputed understanding along with details of the underlying root causes | contributing factors.
ii) Risk classification - Focused on understanding the various impacts of risks and the level of influence on its root causes. This involves identifying various processes generating the root causes and a clear understanding of risk interrelationships.
iii) Risk assessment and prioritisation -Focused on determining risk priority and risk ownership for critical risks. This involves assessment of the various impacts taking into consideration risk appetite and existing mitigation controls.
iv) Risk mitigation - Focused on addressing critical risks to restrict their impact(s) to an acceptable level (within the defined risk appetite). This involves a clear definition of actions, responsibilities and milestones.
v) Risk reporting and monitoring - Focused on providing to the Board and the Audit Committee periodic information on risk profile evolution and mitigation plans.
Roles and responsibilities
Governance
The Board has approved the Risk Management Policy of the Company. The Company has laid down procedures to inform the Board on i) to iv) above. The Audit Committee periodically reviews the risk management system and gives its recommendations, if any, to the Board. The Board reviews and guides the Risk Policy.
Implementation
Implementation of the Risk Management Policy is the responsibility of the Management. It ensures functioning of the risk management system as per the guidance of the Audit Committee. The Company has Risk Management Oversight Structure in which each Sub-segment has a Chief Risk and Compliance Officer.
The Management at various levels takes accountability for risk identification, appropriateness of risk analysis and timeliness as well as adequacy of risk mitigation decisions at both individual and aggregate levels. It is also responsible for the implementation, tracking and reporting of defined mitigation plans, including periodic reporting to the Audit Committee and the Board.
07. Internal financial controls
The internal financial controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements.
These include those policies and procedures that:
i) pertain to the maintenance of records which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company,
ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made only in accordance with authorisations of the Management and the Directors of the Company,
iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the assets that can have a material effect on the Financial Statements. A reputed international consultancy firm has reviewed the adequacy of the internal financial controls with respect to the Financial Statements.
The Management assessed the effectiveness of the internal financial controls over financial reporting as of March 31, 2019, and the Board believes that the controls are adequate.
08. Fixed deposits
During 2018-19, the Company did not accept any fixed deposits.
09. Related party transactions
All the transactions entered into with the related parties were in ordinary course of business and on arm''s length basis. Details of such transactions are given at page number 81. No transactions were entered into by the Company which required disclosure in Form AOC-2.
10. Corporate Social Responsibility
Composition of the Corporate Social Responsibility (CSR) Committee, the CSR Policy and the CSR Report are given at page number 9.
11. Extract of the Annual Return
This is given at page number 10.
12. Auditors
Statutory Auditors
Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as the Statutory Auditors of the Company at the 43rd Annual General Meeting (AGM) held on June 30, 2017 until the conclusion of the 48th AGM.
The relevant Notes forming part of the accounts are self-explanatory and give full information and explanation in respect of the observations made by the Auditors in their report.
Secretarial Auditors
Nilesh A Pradhan & Co. LLP was appointed as the Secretarial Auditor and their report is given at page number 17.
13. Directors'' responsibility statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge and belief:
13.1 The applicable accounting standards were followed along with proper explanations relating to material departures in the preparation of the annual accounts.
13.2 The accounting policies were selected and applied consistently and judgements and estimates were made that were reasonable and prudent so as 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 that period.
13.3 Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
13.4 The attached annual accounts for the year ended March 31, 2019 were prepared on a going concern basis.
13.5 Adequate internal financial controls to be followed by the Company were laid down and they were adequate and operating effectively.
13.6 Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively.
14. Directors
14.1 Appointments | Reappointments | Cessations
14.1.1 According to the Articles of Association of the Company, Mr T R Gopi Kannan retires by rotation and being eligible, offers himself for reappointment at the forthcoming AGM scheduled on July 19, 2019.
14.2 Policies on appointment and remuneration
14.2.1 Appointment
While recommending appointment of the Directors, the Nomination and Remuneration Committee considers the following factors:
i) Qualification: well-educated and experienced in senior leadership positions in industry | profession
ii) Traits: positive attributes and qualities
iii) Independence: criteria prescribed in Section 149(6) of the Companies Act, 2013 for the Independent Directors, including no pecuniary interest and conflict of interest
14.2.2 Remuneration of the Non-executive Directors Sitting fees: Rs. 20,000 for attending a Board meeting, Rs. 10,000 for attending any meeting of Committee thereof
14.3 Criteria and method of annual evaluation
14.3.1 The criteria for evaluation of performance of
a) the Non-independent Directors (Executive)
b) the Non-independent Directors (Nonexecutive) c) the Independent Directors d) the Chairman e) the Committees of the Board and f) the Board as a whole are summarised in the table at the end of the Directors'' Report at page number 7.
14.3.2 The Independent Directors have carried out annual:
i) review of performance of the Non-independent Directors - Executive,
ii) review of performance of the Non-independent Directors - Non-executive,
iii) review of performance of the Chairman,
iv) assessment of quality, quantity and timeliness of the flow of information to the Board,
v) review of performance of the Board as a whole.
14.3.3 The Board has carried out annual evaluation of performance of:
i) its Committees, namely Audit, Nomination and Remuneration, Stakeholders Relationship and Corporate Social Responsibility,
ii) the Independent Directors.
The templates for the above purpose were circulated in advance for feedback of the Directors.
15. Key Managerial Personnel and other employees
15.1 Appointments and cessations of the Key Managerial Personnel
There were no appointments | cessations of the Key Managerial Personnel during 2018-19.
15.2 Remuneration
The Remuneration Policy of the Key Managerial Personnel and other employees consists of the following:
15.2.1 Components:
i) Fixed pay:
a. Basic salary
b. Allowances
c. Perquisites
d. Retirals
ii) Variable pay
15.2.2 Factors for determining and changing fixed pay:
a. Existing compensation
b. Education
c. Experience
d. Salary bands
e. Performance
f. Market benchmark
15.2.3 Factors for determining and changing variable pay:
a. Business performance
b. Individual performance
c. Grade
16. Analysis of remuneration
The information required pursuant to Sections 134(3)(q) and 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at page number 21.
The Company is not required to disclose the information required as there were no employee during 2018-19 drawing remuneration exceeding the limit specified.
17. Management Discussion and Analysis
The Management Discussion and Analysis Report covering performance is given at page number 22.
18. Corporate Governance Report
18.1 Statement of declaration given by the Independent Directors.
The Independent Directors have given declarations under Section 149(6) of the Companies Act, 2013.
18.2 Report
The Corporate Governance Report is given at page number 23. Details about the number of meetings of the Board held during 2018-19 are given at page number 27. The composition of the Audit Committee is given at page number 29.
All the recommendations given by the Audit Committee were accepted by the Board.
18.3 Whistle-blowing Policy
The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism (Whistle-blowing Policy). The policy provides an independent mechanism for reporting and resolving complaints pertaining to unethical behaviour, actual or suspected fraud and violation of the Code of Conduct of the Company and is displayed on the website (of the Company) at https://www. amal.co.in/investors/policies No personnel has been denied access to the Audit Committee.
18.4 Secretarial Standards
Secretarial Standards as applicable to the Company were followed and complied with during 2018-19.
19. Acknowledgements
The Board expresses its sincere thanks to all the employees, customers, suppliers, lenders, regulatory and Government authorities, Stock Exchange and investors for their support.
For and on behalf of the Board of Directors
Mumbai (S S Lalbhai)
April 18, 2019 Chairman
Mar 31, 2018
Dear Members,
The Board of Directors (Board) presents the Annual Report of Amal Ltd together with the audited Financial Statements for the year ended March 31, 2018.
01. Financial results
(Rs. 000)
|
2017-18 |
2016-17 |
|
|
Sales and other income |
3,19,722 |
2,57,926 |
|
Profit before tax |
97,041 |
88,866 |
|
Profit for the year |
97,041 |
88,866 |
|
Other Comprehensive Income (net of tax) |
45 |
164 |
|
Profit after tax |
97,086 |
89,030 |
|
Balance brought forward |
(3,57,755) |
(4,46,785) |
|
Balance carried forward |
(2,60,669) |
(3,57,755) |
02. Performance
During 2017-18, sales and other income increased by 24% from Rs. 2,579 lakhs to Rs. 3,197 lakhs mainly due to higher volumes (17%) and prices (7%). The Company reported a profit of Rs. 971 lakhs in 2017-18 against a profit of Rs. 890 lakhs in 2016-17.
03. Dividend
Under the extant laws, the Company cannot declare a Dividend in view of its carried forward losses.
04. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Information required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time, forms a part of this Report which is given at page number 9.
05. Insurance
The Company has taken adequate insurance to cover the risks to its employees, property (land and buildings), plant, equipment, other assets and third parties.
06. Risk Management
Risk Management is an integral part of business practices of the Company. The framework of Risk Management concentrates on formalising a system to deal with the most relevant risks, building on existing management practices, knowledge and structures. With the help of a reputed international consultancy firm, the Company has developed and implemented a comprehensive Risk Management System to ensure that risks to the continued existence of the Company as a going concern and to its growth are identified and remedied on a timely basis. While defining and developing the formalised Risk Management System, leading standards and practices have been considered. The Risk Management System is relevant to business reality, pragmatic and simple and involves the following:
i) Risk identification and definition - Focused on identifying relevant risks, creating | updating clear definitions to ensure undisputed understanding along with details of the underlying root causes | contributing factors.
ii) Risk classification - Focused on understanding the various impacts of risks and the level of influence on its root causes. This involves identifying various processes generating the root causes and a clear understanding of risk interrelationships.
iii) Risk assessment and prioritisation - Focused on determining risk priority and risk ownership for critical risks. This involves assessment of the various impacts taking into consideration risk appetite and existing mitigation controls.
iv) Risk mitigation - Focused on addressing critical risks to restrict their impact(s) to an acceptable level (within the defined risk appetite). This involves a clear definition of actions, responsibilities and milestones. v) Risk reporting and monitoring - Focused on providing to the Board and the Audit Committee periodic information on risk profile evolution and mitigation plans.
Roles and responsibilities
Governance
The Board has approved the Risk Management Policy of the Company. The Company has laid down procedures to inform the Board on i) to iv) above. The Audit Committee periodically reviews the Risk Management System and gives its recommendations, if any, to the Board. The Board reviews and guides the Risk Policy.
Implementation
Implementation of the Risk Management Policy is the responsibility of the Management. It ensures functioning of the Risk Management System as per the guidance of the Audit Committee. The Company has Risk Management Oversight Structure in which each Sub-segment has a Chief Risk and Compliance Officer.
The Management at various levels takes accountability for risk identification, appropriateness of risk analysis, and timeliness as well as adequacy of risk mitigation decisions at both individual and aggregate levels. It is also responsible for the implementation, tracking and reporting of defined mitigation plans, including periodic reporting to the Audit Committee and the Board.
07. Internal Financial Controls
The Internal Financial Controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements.
These include those policies and procedures that:
i) pertain to the maintenance of records which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company,
ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made only in accordance with authorisations of the Management and the Directors of the Company,
iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the assets that can have a material effect on the Financial Statements. A reputed international consultancy firm has reviewed the adequacy of the Internal Financial Controls with respect to the Financial Statements.
The Management assessed the effectiveness of the Internal Financial Controls over financial reporting as of March 31, 2018, and the Board believes that the controls are adequate.
08. Fixed deposits
During 2017-18, the Company did not accept any fixed deposits.
09. Related Party Transactions
All the transactions entered into with the Related Parties were in ordinary course of business and on armâs length basis. Details of such transactions are given at page number 82. No transactions were entered into by the Company which required disclosure in Form AOC-2.
10. Corporate Social Responsibility
Composition of the Corporate Social Responsibility (CSr) Committee, the CSR Policy and the CsR Report are given at page number 9.
11. Extract of the Annual Return
This is given at page number 10.
12. Auditors Statutory Auditors
Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as the Statutory Auditors of the Company at the 43rd Annual General Meeting (AGM) held on June 30, 2017 until the conclusion of the 48th AGM subject to ratification by the Members at every AGM. The recent amendments in law have dispensed with the requirement of ratification of the Statutory Auditors in AGM subsequent to their appointment. Considering the change in law, it is proposed to ratify the appointment of Deloitte Haskins & Sells LLP for the year ending on March 31, 2019 and pass appropriate resolution in the ensuing AGM for dispensing with the requirement for such ratification from the next year onwards.
The relevant Notes forming part of the accounts are self-explanatory and give full information and explanation in respect of the observations made by the Auditors in their report.
Secretarial Auditors
N A Pradhan & Co, Practicing Company Secretary was appointed as the Secretarial Auditor on April 22, 2016, and his report is given at page number 18.
13. Directorsâ responsibility statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that, to the best of their knowledge and belief:
13.1 The applicable Accounting Standards were followed along with proper explanations relating to material departures in the preparation of the annual accounts.
13.2 The Accounting Policies were selected and applied consistently and judgements and estimates were made that were reasonable and prudent so as 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 that period.
13.3 Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
13.4 The attached annual accounts for the year ended March 31, 2018 were prepared on a going concern basis.
13.5 Adequate Internal Financial Controls to be followed by the Company were laid down and they were adequate and operating effectively.
13.6 Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively.
14. Directors
14.1 Appointments | Reappointments | Cessations
14.1.1 According to the Articles of Association of the Company, Mr S S Lalbhai retires by rotation and being eligible, offers himself for reappointment at the forthcoming AGM scheduled on September 21, 2018.
14.1.2 Subject to the approval of the Members in the AGM:
i) Mr S A Shah was appointed as an Independent Director effective April 01, 2019 for a period of 5 consecutive years.
ii) Mr A R Jadeja was appointed as an Independent Director effective April 01, 2019 for a period of 5 consecutive years. iii) Ms S Mahalakshmi was appointed as an Independent Director effective August 05, 2019 for a period of 5 consecutive years.
14.2 Policies on appointment and remuneration
14.2.1 Appointment
While recommending appointment of the Directors, the Nomination and Remuneration Committee considers the following factors:
i) Qualification: well-educated and experienced in senior leadership positions in industry | profession
ii) Traits: positive attributes and qualities
iii) Independence: criteria prescribed in Section 149(6) of the Companies Act, 2013 for the Independent Directors, including no pecuniary interest and conflict of interest
14.2.2 Remuneration of the Non-executive Directors Sitting fees: Rs. 20,000 for attending a Board meeting, Rs. 10,000 for attending any meeting of Committee thereof
14.3 Criteria and method of annual evaluation
14.3.1 The criteria for evaluation of performance of
a) the Non-independent Directors (Executive) b) the Non-independent Directors (Non-executive)
c) the Independent Directors d) the Chairman e) the Committees of the Board and f) the Board as a whole are summarised in the table at the end of the Directorsâ Report at page number 7.
14.3.2 The Independent Directors have carried out annual:
i) review of performance of the Non-independent Directors - Executive,
ii) review of performance of the Non-independent Directors - Non-executive,
iii) review of performance of the Chairman,
iv) assessment of quality, quantity and timeliness of the flow of information to the Board,
v) review of performance of the Board as a whole.
14.3.3 The Board has carried out annual evaluation of performance of:
i) its Committees, namely Audit, Nomination and Remuneration, Stakeholders Relationship and Corporate Social Responsibility,
ii) the Independent Directors.
The templates for the above purpose were circulated in advance for feedback of the Directors.
15. Key Managerial Personnel and other employees
15.1 Appointments and cessations of the Key Managerial Personnel
15.1.1 Mr Y S Vyas was appointed as the Chief Financial Officer effective January 14, 2018 and Mr S R Kalra ceased to be a Chief Financial Officer effective January 13, 2018.
15.2 Remuneration
The Remuneration Policy of the Key Managerial Personnel and other employees consists of the following:
15.2.1 Components:
i) Fixed pay:
a. Basic salary
b. Allowances
c. Perquisites
d. Retirals
ii) Variable pay
15.2.2 Factors for determining and changing fixed pay:
a. Existing compensation
b. Education
c. Experience
d. Salary bands
e. Performance
f. Market benchmark
15.2.3 Factors for determining and changing variable pay:
a. Business performance
b. Individual performance
c. Grade
16. Analysis of remuneration
The information required pursuant to Sections 134 (3)(q) and 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at page number 21.
The Company is not required to disclose the information required as there were no employee during 2017-18 drawing remuneration exceeding the limit specified.
17. Management Discussion and Analysis
The Management Discussion and Analysis Report covering performance is given at page number 22.
18. Corporate Governance Report
18.1 Statement of declaration given by the Independent Directors.
The Independent Directors have given declarations under Section 149(6) of the Companies Act, 2013.
18.2 Report
The Corporate Governance Report is given at page number 23. Details about the number of meetings of the Board held during 2017-18 are given at page number 26. The composition of the Audit Committee is given at page number 29.
All the recommendations given by the Audit Committee were accepted by the Board.
18.3 Whistle-blowing Policy
The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism (Whistle-blowing Policy). The policy provides an independent mechanism for reporting and resolving complaints pertaining to unethical behaviour, actual or suspected fraud and violation of the Code of Conduct of the Company and is displayed on the website (of the Company) at https://www.amal.co.in/investors/ policies
No personnel has been denied access to the Audit Committee.
18.4 Secretarial Standards
Secretarial Standards as applicable to the Company were followed and complied with during 2017-18.
19. Acknowledgements
The Board expresses its sincere thanks to all the employees, customers, suppliers, lenders, regulatory and Government authorities, Stock Exchange and investors for their support.
For and on behalf of the Board of Directors
Mumbai (S S Lalbhai)
April 20, 2018 Chairman
Mar 31, 2017
The Board of Directors (Board) presents the Annual Report of Amal Ltd together with the audited financial statement for the year ended March 31, 2017.
01. Financial results
(Rs. 000)
|
|
2016-17 |
2015-16 |
|
Revenue from operations |
2,86,729 |
2,58,257 |
|
Other income |
768 |
644 |
|
Total revenue |
2,87,497 |
2,58,901 |
|
Profit | (Loss) from operations before tax and exceptional items |
88,866 |
13,480 |
|
Exceptional items: income | (expense) |
- |
- |
|
Profit | (Loss) for the year after exceptional items |
88,866 |
13,480 |
|
Other Comprehensive income (net of tax) |
164 |
161 |
|
Profit | (Loss) after tax |
89,030 |
13,641 |
|
Balance brought forward |
(4,46,785) |
(4,60,426) |
|
Balance carried forward |
(3,57,755) |
(4,46,785) |
02. Financial performance
During 2016-17, sales increased by 11% from Rs.2,583 lakhs to Rs.2,867 lakhs. The Company reported a profit of Rs.890 lakhs in 2016-17 against a profit of Rs.136 lakhs in 2015-16.
03. Dividend
The Board regrets its inability to recommend dividend due to carried forward losses.
04. BIFR status
Revised Draft Rehabilitation Scheme (DRS) submitted by the Company through IDBI Bank Ltd (Operating Agency) to the Board for Industrial And Financial Reconstruction (BIFR) was sanctioned by it as Modified Sanctioned Scheme (MS-13) on July 01, 2013. The Company has initiated actions as per MS-13.
The Board approved the proposed merger of the Company with Atul Ltd. A share swap ratio of 1 Equity share of face value of Rs.10 each fully paid up of Atul Ltd for every 50 Equity shares of the face value of Rs.10 each fully paid up of Amal Ltd has been approved at its meeting held on December 05, 2014 subject to BIFR and other statutory approvals. The appointed date of the proposed Scheme was April 01, 2014.
The Company has submitted the Modified Draft Rehabilitation Scheme (MDRS) Covering the proposed merger to the BIFR through the Operating Agency on March 31, 2016 for obtaining their approval. The Central Government vide notification dated November 26, 2016 notified the Sick Industrial Companies (Special Provisions) Repeal Act, 2003 effective December 01, 2016. As a result, the BIFR and the Appellate Authority for Industrial and Financial Reconstruction (AAIFR) were abolished and the Sick Industrial Companies (Special Provisions) Act 1985 got repealed. Pursuant to the aforesaid, all proceedings or appeals of whatever nature pending before the BIFR | AAIFR got abated. Consequently draft merger Scheme pending for approval of the BIFR, got abated. In this regard the Board of Directors in the meeting held on March 24, 2017 decided not to proceed with the Merger Scheme. However, any scheme of revival, which has been sanctioned by the BIFR in the past and under implementation , will continue to be in force. Accordingly, the modified sanctioned scheme (MS-13) approved by BIFR in the past and under implementation, will continue to be in force.
05. Conservation of energy, technology absorption, foreign exchange earnings and outgo
This is given at page number 07.
06. Insurance
The Company has taken adequate insurance to cover the risks to its employees, property, plant and equipment, buildings and other assets and third parties.
07. Risk Management
The Management at various levels takes accountability for risk identification, appropriateness of risk analysis, and timeliness as well as adequacy of risk mitigation decisions at both individual and aggregate levels. It is also responsible for the implementation, tracking and reporting of defined mitigation plans, including periodic reporting to the Audit Committee and the Board.
08. Internal Financial Controls
The Internal Financial Controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements.
These include those policies and procedures that
i) pertain to the maintenance of records which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made only in accordance with authorizations of the Management and the Directors of the Company and iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that can have a material effect on the Financial Statements.
The Management assessed the effectiveness of the Internal Financial Controls over financial reporting as of March 31, 2017, and the Board believes that the controls are adequate.
09. Fixed deposits
During 2016-17 the Company did not accept any fixed deposits.
10. Related Party Transactions
Particulars of contracts or arrangements with related parties are given in the Notes to Accounts at page number 80.
11. Extract of Annual Return
This is given on page number 07.
12. Auditors
Haribhakti & Co. LLP, Statutory Auditors carried out Audit for the year 2016-17. The relevant notes forming part of the accounts are self-explanatory and give full information and explanation in respect of the observations made by the Auditors in their report.
Haribhakiti & Co. LLP, Statutory Auditors of the Company has desired not to continue as Statutory Auditors from the year 2017-18 onwards in view of their preoccupations.
The Company received a special notice under Section 140(4)(i) of the Companies Act, 2013 from the Members proposing the appointment of Deloitte Haskins & Sells LLP (Deloitte) as the Statutory Auditors. Based on the recommendation of the Audit Committee, the Board at its meeting held on April 21, 2017, recommended the appointment of Deloitte to act as a Statutory Auditors in place of Haribhakti & Co. LLP.
Deloitte gave their written consent showing their willingness to act as Statutory Auditors of the Company.
The Board appointed Nilesh A Pradhan & Co, Practising Company Secretary as the Secretarial Auditor for 2016-17 on April 22, 2016 and his report is given at page number 15.
13. Directors'' responsibility statement
Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that to the best of their knowledge and belief:
13.1 The applicable Accounting Standards were followed along with proper explanations relating to material departures in the preparation of the annual accounts.
13.2 The Accounting Policies were selected and applied consistently and judgments and estimates were made that were reasonable and prudent so as 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 that period.
13.3 Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
13.4 The attached annual accounts for the year ended March 31, 2017, were prepared on a going concern basis as the Company has restarted its manufacturing operations at Ankleshwar and intends to expand and diversify its operations as per the revival scheme (MS-13) sanctioned by BIFR.^
13.5 Adequate Internal Financial Controls to be followed by the Company were laid down and the same were adequate and operating effectively.
13.6 Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively.
14. Directors
14.1 Appointments | Reappointments | Cessations
14.1.1 Mr R Kumar was appointed as the Managing Director effective March 24, 2017.
14.1.2 Mr T R Gopi Kannan retires by rotation and being eligible, offers himself for reappointment at the forthcoming AGM scheduled on June 30, 2017
14.1.3 Mr P N Ogale resigned as the Managing Director effective December 14, 2016. The Board placed on record, appreciation of his services.
14.2 Policies on appointment and remuneration
14.2.1 Appointment
While recommending appointment of the Directors, the Nomination and Remuneration Committee considers the following factors:
i) Qualification: well-educated and experienced in senior leadership positions in industry | profession
ii) Traits: positive attributes and qualities
iii) Independence: criteria prescribed in Section 149 (6) of the Companies Act, 2013 for the Independent Directors, including no pecuniary interest and conflict of interest
14.2.2 Remuneration of the Non-executive Directors: Sitting fees of '' 20,000 for attending meeting of the Board and '' 10,000 for attending any meeting of the Committee thereof.
14.3 Criteria and method of annual evaluation
14.3.1 The criteria for evaluation of performance of a) the Non-independent Directors (Executive) b) the Non- Independent Directors (Non-executive) c) the Independent Directors d) the Chairman e) the Committees of the Board f) the Board as a whole are summarized in the table at the end of the Directors'' Report at page number 05.
14.3.2 The Independent Directors have carried out annual:
i) Review of performance of the Non-independent Directors - Executive
ii) Review of performance of the Non-independent Directors - Nonexecutive
iii) Review of performance of the Chairman
iv) Assessment of quality, quantity and timeliness of the flow of information to the Board
v) Review of performance of the Board as a whole
14.3.3 The Board has carried out annual evaluation of performance of:
i) Its Committees namely Audit, Nomination and Remuneration, Stakeholders Relationship
ii) The Independent Directors
The templates for the above purpose were circulated in advance for feedback of the Directors. In addition, the Chairman also held discussions with the Directors individually.
15. Key Managerial Personnel and other employees
15.1 Appointments and cessations of the Key Managerial Personnel
15.1.1 Mr P N Ogale ceased to be the Managing Director effective December 14, 2016.
15.1.2 Mr R Kumar was appointed as the Managing Director effective March 24, 2017.
15.2 Remuneration
The Remuneration Policy of the Key Managerial Personnel and other employees is as under:
15.2.1 Components
i) Fixed pay
a) Basic salary
b) Allowances
c) Perquisites
d) Retrials
e) Reimbursements
ii) Variable pay
15.2.2 Factors for determining and changing fixed pay
i) Existing compensation
ii) Education
iii) Experience
iv) Salary bands
v) Performance
vi) Market benchmark
15.2.3 Factors for determining and changing variable pay
i) Company performance
ii) Individual performance
iii) Grade
16. Analysis of remuneration
A table containing information in accordance with the provisions of Sections 134 (3)(q) and 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014 is given at page number 22.
The Company is not required to disclose the information required pursuant to Sections 13 (3) (q) and 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time as there were no employees during 2016-17 drawing remuneration exceeding the limit specified there under.
17. Management Discussion and Analysis
Management Discussion and Analysis Report covering performance, is given at page number 23.
18. Corporate Governance
18.1 Statement of declaration given by the Independent Directors:
The Independent Directors have given declarations under Section 149 (6) of the Companies Act, 2013.
18.2 Report
The Corporate Governance Report is given at page number 24. Details about the number of meetings of the Board held during 2016-17 are given at page number 27. The composition of the Audit Committee is given at page number 31. All the recommendations given by the Audit Committee were accepted by the Board.
18.3 Whistle-blowing policy
The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism (Whistle-blowing Policy). The policy provides an independent mechanism for reporting and resolving complaints pertaining to unethical behavior, actual or suspected fraud and violation of the Code of Conduct of the Company and is displayed on the website (of the Company) at http://www.amal. co.in/pdf/whistle_blowing_policy.pdf No personnel has been denied access to the Audit Committee
19. Acknowledgements
The Board expresses its sincere thanks to all the customers, employees, investors, lenders suppliers, regulatory and Government authorities and the Stock Exchange for their support.
For and on behalf of
the Board of Directors
Mumbai S S Lalbhai
April 21, 2017 Chairman
Mar 31, 2016
Dear Members,
The Board of Directors (Board) presents the Annual Report of Amal Ltd together with the audited statement of accounts for the year ended March 31, 2016.
01. Financial results
(Rs. 000)
|
2015-16 |
2014-15 |
|
|
Revenue from operations |
2,31,958 |
1,88,227 |
|
Other income |
644 |
2,128 |
|
Total revenue |
2,32,602 |
1,90,355 |
|
Profit | (Loss) from operations before tax and exceptional items |
37,189 |
(6,271) |
|
Exceptional items: income | (expense) |
- |
503 |
|
Profit | (Loss) for the year after exceptional items |
37,189 |
(5,768) |
|
Tax adjustments |
- |
- |
|
Profit | (Loss) after tax |
37,189 |
(5,768) |
|
Balance brought forward |
(4,34,189) |
(4,28,421) |
|
Balance carried forward |
(3,97,000) |
(4,34,189) |
02. Financial performance
During 2015-16, net sales increased by 23% from Rs. 1,882 lakhs to Rs. 2,320 lakhs. The Company reported a profit of Rs. 372 lakhs in 2015-16 against a loss of Rs. 63 lakhs in 2014-15 from operations.
03. Dividend
The Board regrets its inability to recommend dividend due to carried forward losses.
04. BIFR status
Revised Draft Rehabilitation Scheme (DRS) submitted by the Company through IDBI Bank Ltd (Operating Agency) to the Board for Industrial and Financial Reconstruction (BIFR) was sanctioned by it as Modified Sanctioned Scheme (MS-13) on July 01, 2013. The Company has initiated actions as per MS-13.
The Board has approved the proposed merger of the Company with Atul Ltd. A share swap ratio of 1 Equity share of face value of Rs. 10 each fully paid up of Atul Ltd for every 50 Equity shares of the face value of Rs. 10 each fully paid up of Amal Ltd has been approved at its meeting held on December 05, 2014 subject to BIFR and other statutory approvals. The appointed date of the proposed Scheme is April 01, 2014.
The Company has submitted the Modified Draft Rehabilitation Scheme (MDRS) covering the proposed merger to the BIFR through the Operating Agency on March 31, 2016 for obtaining their approval. Upon approval of the Scheme by the BIFR, effect of the Scheme will be given in the books of account.
05. Conservation of energy, technology absorption, foreign exchange earnings and outgo
This is given at page number 07.
06. Insurance
The Company has taken adequate insurance to cover the risks to its employees, property, plant and equipment, buildings and other assets and third parties.
07. Risk Management
The Management at various levels takes accountability for risk identification, appropriateness of risk analysis, and timeliness as well as adequacy of risk mitigation decisions at both individual and aggregate levels. It is also responsible for the implementation, tracking and reporting of defined mitigation plans, including periodic reporting to the Audit Committee and the Board.
08. Internal Financial Controls
The Internal Financial Controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements.
These include those policies and procedures that
i) pertain to the maintenance of records which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made only in accordance with authorizations of the Management and the Directors of the Company and iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets that can have a material effect on the Financial Statements.
The Management assessed the effectiveness of the Internal Financial Controls over financial reporting as of March 31, 2016, and the Board believes that the controls are adequate.
09. Fixed deposits
During 2015-16 the Company did not accept any fixed deposits.
10. Related Party Transactions
Particulars of contracts or arrangements with related parties are given in the Notes to Accounts at page number 71.
11. Extract of Annual Return
This is given on page number 07.
12. Auditors
Haribhakti & Co LLP, the Statutory Auditors (the Auditors) of the Company, will retire at the conclusion of the ensuing Annual General Meeting (AGM). They have given their consent to continue to act as the Auditors for 2016-17, if reappointed.
The relevant notes forming a part of the accounts are self explanatory and give full information and explanation in respect of the observations made by the Auditors in their report.
The Board appointed Nilesh A Pradhan & Co, Practising Company Secretary as the Secretarial Auditor for 2015-16 on April 24, 2015 and his report is given at page number 15.
13. Directors'' responsibility statement
Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that to the best of their knowledge and belief:
13.1 The applicable Accounting Standards were followed along with proper explanations relating to material departures in the preparation of the annual accounts.
13.2 The Accounting Policies were selected and applied consistently and judgments and estimates were made that were reasonable and prudent so as 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 that period.
13.3 Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
13.4 The attached annual accounts for the year ended March 31, 2016 were prepared on a going concern basis as the Company has restarted its manufacturing operations at Ankleshwar and intends to expand and diversify its operations as per the proposal submitted to the BIFR. The Company has submitted the MDRS to BIFR on covering the proposed merger with Atul Ltd.
13.5 Adequate Internal Financial Controls to be followed by the Company were laid down and the same were adequate and operating effectively.
13.6 Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively.
14. Directors
14.1 Appointments | Reappointments | Cessations
14.1.1 Mr P N Ogale was appointed as the Managing Director effective July 12, 2015.
14.1.2 Mr S S Lalbhai retires by rotation and being eligible, offers himself for reappointment at the forthcoming AGM scheduled on September 23, 2016
14.1.3 During 2015-16, Mr T T P Shaheel resigned as the Managing Director effective July 11, 2015. The Board placed on record appreciation of his services.
14.2 Policies on appointment and remuneration
14.2.1 Appointment
While recommending appointment of the Directors, the Nomination and Remuneration Committee considers the following factors:
i) Qualification: well educated and experienced in senior leadership positions in industry | profession
ii) Traits: positive attributes and qualities
iii) Independence: criteria prescribed in Section 149 (6) of the Companies Act, 2013 for the Independent Directors, including no pecuniary interest and conflict of interest
14.2.2 Remuneration of the Non-executive Directors: Sitting fees of Rs. 20,000 for attending meeting of the Board and Rs. 10,000 for attending any meeting of the Committee thereof.
14.3 Criteria and method of annual evaluation
14.3.1 The criteria for evaluation of performance of a) the No independent Directors (Executive)
b) the Non- Independent Directors (Nonexecutive) c) the Independent Directors
d) the Chairman e) the Committees of the Board f) the Board as a whole are summarized in the table at the end of the Directors'' Report at page number 05.
14.3.2 The Independent Directors have carried out annual:
i) Review of performance of the No independent Directors - Executive
ii) Review of performance of the Non-independent Directors - Nonexecutive
iii) Review of performance of the Chairman
iv) Assessment of quality, quantity and timeliness of the flow of information to the Board
v) Review of performance of the Board as a whole
14.3.3 The Board has carried out annual evaluation of performance of:
i) Its Committees namely Audit, Nomination and Remuneration, Stakeholders Relationship
ii) The Independent Directors
The templates for the above purpose were circulated in advance for feedback of the Directors. In addition, the Chairman also held discussions with the Directors individually.
15. Key Managerial Personnel and other employees
15.1 Appointments and cessations of the Key Managerial Personnel
15.1.1 Mr T T P Shaheel ceased to be the Managing Director effective July 11, 2015
15.1.2 Mr P N Ogale was appointed as the Managing Director effective July 12, 2015.
15.1.3 Mr A T Mankodi was appointed as the Company Secretary and Compliance Officer effective August 01, 2015.
15.2 Remuneration
The Remuneration Policy of the Key Managerial Personnel and other employees is as under:
15.2.1 Components
i) Fixed pay
a) Basic salary
b) Allowances
c) Perquisites
d) Retrials
e) Reimbursements
ii) Variable pay
15.2.2 Factors for determining and changing fixed pay
i) Existing compensation
ii) Education
iii) Experience
iv) Salary bands
v) Performance
vi) Market benchmark
15.2.3 Factors for determining and changing variable pay
i) Company performance
ii) Individual performance
iii) Grade
16. Analysis of remuneration
A table containing information in accordance with the provisions of Sections 134 (3)(q) and 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at page number
21.
The Company is not required to disclose the information required pursuant to Sections 13 (3) (q) and 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time as there were no employees during 2015-16 drawing remuneration exceeding the limit specified there under.
17. Management Discussion and Analysis
Management Discussion and Analysis Report covering performance, is given at page number 23.
18. Corporate Governance
18.1 Statement of declaration given by the Independent Directors:
The Independent Directors have given declarations under Section 149 (6) of the Companies Act, 2013.
1 8.2 Report
The Corporate Governance Report is given at page number 24. Details about the number of meetings of the Board held during 2015-16 are given at page number 27. The composition of the Audit Committee is given at page number 31. All the recommendations given by the Audit Committee were accepted by the Board.
18.3 Whistle-blowing policy
The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism (Whistle-blowing Policy). The policy provides an independent mechanism for reporting and resolving complaints pertaining to unethical behavior, actual or suspected fraud and violation of the Code of Conduct of the Company and is displayed on the website (of the Company) at http://www.amal. co.in/pdf/whistle_blowing_policy.pdf
No personnel has been denied access to the Audit Committee
19. Acknowledgements
The Board expresses its sincere thanks to all the customers, employees, investors, lenders suppliers, regulatory and Government authorities and the Stock Exchanges for their support.
For and on behalf of
the Board of Directors
Mumbai S S Lalbhai
April 22, 2016 Chairman
Mar 31, 2015
Dear Members,
The Board of Directors (Board) presents the Annual Report of Anal Ltd
together with the audited statement of accounts for the year ended
March 31, 2015.
01. Financial results
(Rs in 000)
2014-15 2013-14
Revenue from operations 1,88,227 1,62,437
Other income 2,128 2,104
Total revenue 1,90,355 1,64,541
Profit | (Loss) from operations before
tax and exceptional items (6,271) 4,284
Exceptional items: income (expense) 503 24,884
Profit for the year after exceptional
items (5,768) 29,168
Tax adjustments - -
Profit after tax (5,768) 29,168
Balance brought forward (4,28,421) (4,57,589)
Balance carried forward (4,34,189) (4,28,421)
02. Financial performance
During 2014-15, net sales increased by 16% from Rs. 1,624 lacs to Rs. 1,882
lacs. The Company reported a loss of Rs. 63 lacs in 2014-15 against a
profit of Rs. 43 lacs in 2013-14 from operations.
03. Dividend
The Board regrets its inability to recommend dividends due to carried
forward losses.
04. BIFR status
Revised Draft Rehabilitation Scheme (DRS) submitted by the Company
through IDBI Bank Ltd (Operating Agency) to the Board for Industrial
and Financial Reconstruction (BIFR) was sanctioned by it as Modified
Sanctioned Scheme (MS-13) on July 01, 2013. The Company has initiated
actions as per MS-13.
The Board has approved the proposed merger of the Company with Atul
Ltd. A share swap ratio of 1 Equity share of face value of Rs. 10 each
fully paid up of Atul Ltd for every 50 Equity shares of the face value
of Rs. 10 each fully paid up of Amal Ltd has been approved at its meeting
held on December 05, 2014 subject to BIFR and other statutory
approvals.
The appointed date of the proposed Scheme is April 01, 2014. The
Company is in the process of submitting the Modified Draft
Rehabilitation Scheme (MDRS) covering the proposed merger to the BIFR
through the Operating Agency for obtaining their approval. Upon
approval of the Scheme by the BIFR, effect of the Scheme will be given
in the books of account.
05. Conservation of energy, technology absorption, foreign exchange
earnings and outgo This is given at page number 7.
06. Insurance
The Company has taken adequate insurance to cover the risks to its
people, plant and machineries, buildings and other assets, profits and
third parties.
07. Risk Management
The Management at various levels takes accountability for risk
identification, appropriateness of risk analysis, and timeliness as
well as adequacy of risk mitigation decisions at both individual and
aggregate levels. It is also responsible for the implementation,
tracking and reporting of defined mitigation plans, including periodic
reporting to the Audit Committee and the Board.
08. Fixed deposits
During 2014-15 the Company did not accept any fixed deposits.
09. Related Party Transactions
Particulars of contracts or arrangements with related parties are given
in the Notes to Accounts at page number 70.
10. Extract of annual Return This is given on page number 7.
11. auditors
Haribhakti & Co LLP, the Statutory Auditors of the Company, will retire
at the conclusion of the ensuing Annual General Meeting (AGM). They
have given their consent to continue to act as the Auditors for
2015-16, if reappointed.
The relevant notes forming a part of the accounts are self explanatory
and give full information and explanation in respect of the
observations made by the Auditors in their report.
The Shareholders appointed R Nanabhoy & Co. as the Cost Auditors for
2015-16 on August 01, 2014.
The Board appointed Nilesh A Pradhan & Co, Practising Company Secretary
as the Secretarial Auditor for 2014-15 on April 25, 2014 and his report
is given at page number 12.
12. Directors' responsibility statement
Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors
confirm this to the best of their knowledge and belief:
12.1 The applicable Accounting Standards were followed along with
proper explanations relating to material departures in the preparation
of the annual accounts.
12.2 The Accounting Policies were selected and applied consistently and
judgments and estimates were made that were reasonable and prudent so
as 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 that period.
12.3 Proper and sufficient care was taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities.
1 2.4 The attached annual accounts for the year ended March 31, 2015
were prepared on a going concern basis as the Company has restarted its
manufacturing operations at Ankleshwar and intends to expand and
diversify its operations as per the proposal submitted to the BIFR. The
Company is in the process of putting up the MDRS covering the proposed
merger with Atul Ltd.
13. Directors
13.1 Appointments Reappointments Cessations
13.1.1 Subject to the approval of the Members in the AGM:
i) Ms S Mahalakshmi was appointed by the Board as an Independent
Director, effective August 05, 2014.
ii) Mr T T P Shaheel was appointed by the Board as the Managing
Director effective October 18, 2014 and he has resigned on July 11,
2015.
iii) Mr P N Ogale was appointed by the Board as the Managing Director
effective July 12, 2015.
13.1.2 According to Article 134 of the Articles of Association of the
Company, Mr T R Gopi Kannan retires by rotation and being eligible,
offers himself for reappointment at the forthcoming AGM scheduled on
September 25, 2015.
13.1.3 During 2014-15 Mr V Koppaka resigned as the Managing Director
effective October 18, 2014 and Mr N C Singhal resigned effective
February 01, 2015. The Board placed on record appreciation of thier
services.
13.2 Policies on appointment and remuneration
13.2.1 Appointment
While recommending appointment of the Directors, the Nomination and
Remuneration Committee considers the following factors:
i) Qualification: well educated and experienced in senior leadership
positions in industry | profession
ii) Traits: positive attributes and qualities
iii) Independence: criteria prescribed in Section 149 (6) of the
Companies Act, 2013 for the Independent Directors, including no
pecuniary interest and conflict of interest
13.2.2 Remuneration of the Non-executive Directors Sitting fees of Rs.
20,000 for attending meeting of the Board and Rs. 10,000 for attending
any meeting of the Committees thereof.
13.3 Criteria and method of annual evaluation
13.3.1 The criteria for evaluation of performance of a) the
Non-independent Directors (Non- executive) b) the Independent Directors
c) the Chairman d) the Committees of the Board e) the Board as a whole
are summarized in the table at the end of the Directors' Report at page
number 5.
13.3.2 The Independent Directors have carried out annual:
i) Review of performance of the Non-independent Directors  Non-
executive
ii) Review of performance of the Chairperson
iii) Assessment of quality, quantity and timeliness of the flow of
information to the Board
iv) Review of performance of the Board as a whole
13.3.3 The Board has carried out annual evaluation of performance of:
i) Its Committees namely Audit, Nomination and Remuneration,
Stakeholders Relationship
ii) The Independent Directors
The templates for the above purpose were circulated in advance for
feedback of the Directors. In addition, the Chairman also held
discussions with the Directors individually.
14. Key Managerial Personnel and other employees
14.1 Appointments and cessations of the Key Managerial Personnel
14.1.1 Mr V Koppaka ceased to be the Managing Director effective
October 18, 2014 and Mr T T P Shaheel was appointed as the Managing
Director effective October 18, 2014 up to July 11, 2015.
14.1.2 Mr P N Ogale was appointed as the Managing Director effective
July 12, 2015.
14.1.3 Mr S R Kalra was appointed as the Chief Financial Officer
effective October 16, 2014.
14.1.4 Mr A N Chhajer ceased to be the Company Secretary effective
February 05, 2015.
14.2 Remuneration
The Remuneration Policy of the Key Managerial Personnel and other
employees is as under:
14.2.1 Components
i) Fixed pay
a) Basic salary
b) Allowances
c) Perquisites
d) Retirals
e) Reimbursements ii) Variable pay
14.2.2 Factors for determining and changing fixed pay
i) Existing compensation
ii) Education
iii) Experience
iv) Salary bands
v) Performance
vi) Market benchmark
14.2.3 Factors for determining and changing variable pay
i) Company performance
ii) Individual performance
iii) Grade
15. analysis of remuneration
A table containing information in accordance with the provisions of
Sections 134 (3)(q) and 197 (12) read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
given at page number 18.
The Company is not required to disclose the information required
pursuant to Sections 134 (3)(q) and 197 (12) of the Act read with Rule
5 (2) and 5 (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended from time to time as there
were no employee during 2014- 15 drawing remuneration exceeding the
limit specified there under.
16. Management Discussion and analysis Management Discussion and
Analysis Report covering performance, is given at page number 20.
17. Corporate Governance
17.1 Statement of declaration given by the Independent Directors
The Independent Directors have given declarations under Section 149 (6)
of the Companies Act, 2013.
17.2 Report
The Corporate Governance Report along with the certificate from the
Statutory Auditors regarding compliance of the conditions of Corporate
Governance pursuant to Clause 49 of the Listing Agreements is given at
page number 36. Details about the number of meetings of the Board held
during 2014-15 are given at page number 23. The composition of the
Audit Committee is given at page number 27. All the recommendations
given by the Audit Committee were accepted by the Board.
18. Safety, health and environment
The Company accords high priority to safety, health and environment. It
has its own effluent treatment plant at Ankleshwar designed to fully
comply with the norms stipulated by the Gujarat Pollution Control
Board. The treated water is discharged into common effluent discharge
pipeline of Narmada Clean Tech Ltd.
19. acknowledgements
The Board expresses its sincere thanks to all the customers, employees,
investors, lenders, suppliers, regulatory and Government authorities
and the Stock Exchanges for their support.
For and on behalf of the
Board of Directors
Mumbai S S Lalbhai
July 11, 2015 Chairman
Mar 31, 2014
Dear Members,
The Board of Directors (Board) presents the Annual Report of Amal Ltd,
together with the audited statement of accounts for the year ended
March 31, 2014.
Financial Results
(Rs. ''000)
2013-14 2012-13
Revenue from operations 162,437 171,610
Other income 2,104 1,492
Total revenue 164,541 173,102
Profit (Loss) from operations before
tax and exceptional items 4,284 (6,047)
Exceptional items - (expense) income 24,884 6,178
Profit for the year after exceptional
items 29,168 131
Tax adjustments - -
Profit after tax 29,168 131
Balance brought forward (457,589) (457,720)
Balance carried forward (428,421) (457,589)
Performance
Net sales decreased by 7% from Rs. 1,523 lacs to Rs. 1,414 lacs; volumes
decreased by 8% and prices increased by 1%. Sales income from steam, a
by-product, increased by 11% from Rs. 176 lacs to Rs. 195 lacs; because of
better price realisation. Revenue from operations decreased by 5% from
Rs. 1,716 lacs to Rs. 1,624 lacs. Profit before tax (PBT) from operations
improved from loss of Rs. 61 lacs to profit of Rs. 43 lacs. There was a
non-recurring income of Rs. 62 lacs (write-back of provisions) in 2012-13
and Rs. 242 lacs (sale of scrap of a closed plant) in 2013-14. The total
PBT therefore increased from Rs. 1 lac to Rs. 292 lacs.
Dividend
The Board regrets its inability to recommend dividend due to carried
forward losses.
Management Discussion and Analysis
Management Discussion and Analysis covering performance is given at
page no 4.
Corporate Governance
A Report on Corporate Governance along with the certificate from the
Statutory Auditors regarding compliance of the conditions of Corporate
Governance pursuant to Clause 49 of the Listing Agreement is given at
page no 5 to 18.
Status of Draft Rehabilitation Scheme (DRS) at the Board for Industrial
and Financial Reconstruction (BIFR)
The BIFR vide its order dated July 16, 2009 had sanctioned a revival
scheme for the Company and the same was modified vide order dated June
18, 2010. As per the sanctioned scheme, the following steps were taken:
- Settled majority of unsecured creditors at 30% of the Principal
dues
- Issued Redeemable Preference Shares of Rs. 1,000 lacs to Atul Ltd
- Enhanced capacity of Sulphuric Acid plant to 140 MT per day
Subsequently, the Appellate Authority for Industrial and Financial
Reconstruction vide its order dated March 22, 2011 allowed the Appeal
filed with it and remanded the case back to the BIFR for considering a
revival scheme through an Operating Agency (OA).
The BIFR appointed IDBI Bank Ltd (IDBI) as the OA vide order dated
October 11, 2011. IDBI has reviewed the new Draft Rehabilitation Scheme
(DRS) and subsequently submitted the same to the BIFR on February 16,
2012 for its review and approval. An Asset Sale Committee was
constituted vide BIFR order dated December 06, 2012 and sale of
obsolete plant at Atul site was confirmed to the highest bidder at Rs.
242 lacs which was completed during the year and funds realised were
utilised for working capital. DRS submitted by the Company (with March
31, 2013 as cut-off date) was sanctioned as Modified Sanctioned Scheme
(MS - 13) on July 01, 2013. The Company has initiated actions as per MS
- 13.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo and Employees
Information required under Section 217 (1) (e) of the Companies Act,
1956, read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988, forms a part of this
Report. However, as per the provisions of Section 219 (1) (b) (iv), the
Report and Accounts are being sent to all the Members excluding the
information relating to conservation of energy, technology absorption.
Any Member interested in obtaining such particulars may write to the
Company Secretary for a copy. During the year, there were no foreign
exchange earnings and outgo.
The Company is not required to disclose information as per Section 217
(2A) of the Companies Act, 1956, read with the Companies (Particulars
of Employees) Rules, 1975, as amended from time to time as there were
no employees during the year drawing remuneration exceeding the limit
specified there under.
Insurance
The Company has taken adequate insurance to cover the risks to its
people, plants and machineries, buildings and other assets, profits and
third parties. Fixed Deposits
The Company has not invited or accepted Fixed Deposits under Section
58A of the Companies Act, 1956, from public during the period under
review. Safety, Health and Environment (SH&E)
The Company accords high priority to SH&E. It has its own effluent
treatment plant and other equipments at Ankleshwar designed to comply
with the norms stipulated by the Gujarat Pollution Control Board. The
treated effluent is discharged into common effluent discharge pipeline
of Narmada Clean Tech Ltd. DirectorsRs. Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that to the best of their knowledge and belief:
(i) In the preparation of the annual accounts, the applicable
Accounting Standards were followed
(ii) Such Accounting Policies were selected and applied consistently
and such judgements and estimates were made that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as on March 31, 2014 and of the profit of the Company for
the year ended on that date
(iii) Proper and sufficient care was taken to maintain adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities
(iv) The attached annual accounts for the year ended March 31, 2014
were prepared on a going concern basis.
Directors
According to Article 134 of the Articles of Association of the Company,
Mr Sunil Lalbhai retires by rotation and being eligible offers himself
for reappointment at the forthcoming Annual General Meeting (AGM)
scheduled on August 01,2014. As per the provisions of the Companies
Act, 2013, Independent Directors, Mr Naresh Singhal, Mr Sujal Shah and
Mr Abhay Jadeja are proposed to be reappointed for a term of five years
till March 31, 2019.
Auditors
Haribhakti & Co, the Statutory Auditors of the Company, will retire at
the conclusion of the ensuing AGM. They have given their consent to
continue to act as the Auditors for 2014-15, if reappointed.
The relevant notes forming a part of the accounts are self explanatory
and give full information and explanation in respect of the
observations made by the Auditors in their Report.
The Board appointed R. Nanabhoy & Co as the Cost Auditors for 2014-15
on April 25, 2014.
Acknowledgements
The Board expresses its sincere thanks to all the employees, customers,
suppliers, investors, lenders, regulatory and Government authorities
and the Stock Exchanges for their continuing support.
For and on behalf of
the Board of Directors
Mumbai (Sunil Lalbhai)
April 25, 2014 Chairman
Mar 31, 2013
Dear Member
The Board of Directors presents the Annual Report of Amal Ltd together
with the audited statement of accounts forthe year ended March 31,2013.
Financial results
(Rs. in thousands)
2012-13 2011-12
Revenue from operations 171,610 135,380
Other income 259 172
Total revenues 171,869 135,552
Profit) (Loss) from operations
before tax (6,047) (33,973)
Add.-Write back of balancesand prior
period provisions not required 6,491 1,962
Less:Write off of balances and short
provisions of prior period 313 135
Add|(Less) tax expenses
Add:Write back on settlement
with unsecured creditors -
Profit (Loss) aftertax 131 (32,146)
Balance in Statement of Profit
and Loss brought forward (457,720) (425,574)
Balance in Statement of Profit
and Loss carried forward (5.7,589) (457,720)
Dividend
The Board regrets its inability to recomend dividends due to carried
forward losses.
Financial Performance
Net sales grew by 27% to Rs. 1716 lacs. However,the margins were still
under pressure and loss reduced significantly compared to previous
year; the loss before exceptional items reduced from ^ 340 lacs to Rs. 60
lacs. The reduction in loss was mainly on account of increase in
selling prices, better realisation from by-product i.e. steam,control
over fixed costs and slight reduction in input price of main raw
material i.e. Sulphur.
Insurance
The Company has taken adequate insurance to cover the risks to its
people, plant and machineries, buildingsand other assets, profits and
third parties.
Directors
According to Article 134 of the Articles of Association of the
CompanyMr N C Singhal and Mr T R Gopi Kannan retires by rotation and
being eligible offers themselve for reappointment at the forthcoming
Annual General Meeting (AGM) scheduled on August 02,2013. Mr S S
Lalbhai was reappointed by the members at the last AGM held on July
24,2012.
Corporate Governance
A Report on Corporate Governance along with a certificate from the
Statutory Auditors regarding compliance of the conditions of Corporate
Governance pursuant to Clause 49 of the Listing Agreement is annexed.
Listing
The Company has paid the annual listing fees for the year 2012-13 to
Bombay Stock Exchange Ltd andAhmeda bad Stock Excha nge.
Fixed Deposits
The Company has not invited or accepted Fixed Deposits under Section
58A of the Companies Act, 1956, from the public during the period under
review.
Safety, Health and Environment (SH&E)
The Company accords high priority to SH&E. The Company has its own
effluent treatment plant at Ankleshwar designed to fully comply with
the norms stipulated by the Gujarat Pollution Control Board. The
treated water is discharged into common effluent discharge pipeline of
Narmada CleanTech Ltd.
BIFR Status
The BIFR vide its order dated July 16, 2009 had sanctioned a revival
scheme for the Company, and the same was modified vide order dated June
18, 2010. As per the sanctioned scheme, the following steps were taken:
- Settled majority of unsecured creditors at 30% of the Principal dues
- Issued Redeemable Preference Shares of Rs. 10 cr toAtulLtd
- Enhanced capacity of Sulphuric Acid plant to 140MTperday
Subsequently, the Appellate Authority of Industrial and Financial
Reconstruction (AAIFR) vide its order dated March 22,2011 allowed the
Appeal filed with it and remanded the case back to the BIFR for
considering a revival scheme through an - Operating Agency.
Honourable BIFRappointed IDBI Bankasoperating agency vide order dated
October 11, 2011. IDBI Bank has reviewed the new Draft Rehabilitation
scheme (DRS) and subsequently submitted the sametoBIFRon February
16,2012for its review and approval. As per BIFR advice the Company has
revised the DRS with cut-off date as March 31,2013 and the same is
under review with BIFR for approval.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo and Employees
Information required under Section 217(1)(e) of the Companies Act,
1956, read with Rule 2 of the Companies (Disclosure of Particulars in
the''Report of the Board of Directors) Rules, 1988 and information as
per Section 217{2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules,1975, as amended from time to time,
forms a part of this Report. However, as per the provisions of Section
219(1)(b)(iv), the Report and Accounts are being sent to all the
Members excluding the information relating to conservation of energy,
technology absorption, foreign exchange earnings & outgo and the
statement of particulars of employees. Any Member interested in
obtaining such particulars may inspect the same at the registered
office of the Company or write to the Company Secretary for a copy.
Directors'' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that to the best of their knowledge and belief: (i) In the
preparation of the annual accounts, the applicable Accounting Standards
were followed (ii) Such Accounting Policies were selected and applied
consistently and such judgements and estimates were made that were
reasonable and prudent so as to give a true and fair view of the state
Of affairs of the Company as on March 31, 2013 and of the profit of the
Company for the year ended on that date (iii) Proper and sufficient
care was taken to maintain adequate accounting records in accordance
with the provisions of the Companies Act, 1956 for safeguarding the
assets of the Company and for preventing and detecting fraud and other
irregularities (iv)The attached annual accounts for the year ended
March 31, 2013 were prepared on a going concern basis as the Company
has restarted its manufacturing operations at Ankleshwar site and
intends to expand and diversify its operations as per the proposal
submitted to the BIFR. Auditors
Haribhakti & Co, the Statutory Auditors of the Company, will retire at
the conclusion of the ensuing AGM.They have given their consent to
continue to act as the Auditors for 2013-14, if reappointed. The
relevant notes forming a part of the accounts are self explanatory and
give full information and explanation in respect of the observations
made by the Auditors in their Report.
Acknowledgements
The Board of Directors expresses its sincere thanks to all the
customers, employees, investors, suppliers, regulatory and Government
authorities and the Stock Exchanges for their continuing support.
For and on behalf of the Board of Directors
Mumbai Sunil S Lalbhai
April 26,2013 Chairman
Mar 31, 2012
The Board of Directors of Anal Ltd present the Annual Report of the
Company together with the audited statement of accounts for the year
ended March 31, 2012.
Financial Results
(Rs.thousands)
2011-12 2010-11
Net Sales 135,380.00 131,882.00
Other income 172.0 108.00
Total income 135,552.00 131,990.00
Profit (Loss) from operations
before tax (34,021.00) (37,377.00)
Add: Write back of balances and
prior period provisions not required 1962.00 3,483.00
Less: Write off of balances and short
provisions of prior period 87.00 3,256.00
Add (Less) tax expenses - -
Add: Write back on settlement with
unsecured creditors - -
Profit (Loss) after tax (32,146.00) (37,150.00)
Balance in Profit and Loss Account
brought forward (425,574.35) (388,424.35)
Balance in Profit and Loss carried
forward (457,720.35) (425,574.35)
Adjustments
Less: Waiver from secured loan - -
Less: Restructure of reserves
and surplus - -
Accumulated loss after adjustment
of general reserve (457,720.35) (425,574.35)
Dividend
The Company incurred loss from operations of Rs 340.21 lacs. The Board
regrets its inability to recommend any dividend considering the loss
from operations for the year and also the accumulated loss of Rs
4,577.20 lacs as on March 31, 2012.
Finance
The Company is operating without any borrowing from the bank(s) or
financial institution(s). It will obtain loans from bank(s) | financial
institution(s) for working capital and for executing new projects after
obtaining the requisite approvals.
Safety, Health and Environment (SH&E)
The Company accords high priority to SH&E. The Company has its own
effluent treatment plant at Ankleshwar designed to fully comply with
the norms stipulated by the Gujarat Pollution Control Board. The
treated water is discharged into common effluent discharge pipeline of
Narmada Clean Tech Ltd.
BIFR Status
The BIFR vide its order dated July 16, 2009 had sanctioned a revival
scheme for the Company, and the same was modified vide order dated June
18, 2010. As per the sanctioned scheme, the following steps were taken:
- Settled majority of unsecured creditors at 30% of the Principal
dues
- Issued Redeemable Preference Shares of Rs 10 crores to Atul Ltd
- Enhanced capacity of Sulphuric Acid plant to 140 MT per day
Subsequently, the Appellate Authority of Industrial and Financial
Reconstruction (AAIFR) vide its order dated March 22, 2011 allowed an
Appeal filed with it and remanded the case back to the BIFR for
considering a revival scheme through an Operating Agency.
Honourable BIFR appointed IDBI Bank as operating agency vide order
dated October 11, 2011. IDBI Bank has reviewed the new Draft
Rehabilitation Scheme (DRS) and subsequently submitted the same to BIFR
on February 16, 2012 for its review and approval.
Insurance
The Company has taken adequate insurance to cover the risks to its
people, plant & machineries, buildings and other assets and third
parties.
Directors
The status of the Board of Directors since the last Annual Report till
the date of this Report is as under:
Appointment of Mr Shah and Mr Jadeja as Director was approved by the
Members in the last Annual General Meeting (AGM) held on August 9,
2011.
According to Article 134 of the Articles of Association of the Company,
Mr S S Lalbhai retires by rotation and being eligible offers himself
for reappointment at the forthcoming AGM scheduled on July 24, 2012.
Management Committee
The day-to-day management of the Company is vested with the Management
Committee which is headed by Mr Vasudev Koppaka as the Managing
Director with functional heads as its Members.
Corporate Governance
A Report on Corporate Governance along with a certificate from the
Statutory Auditors of the Company regarding compliance of the
conditions of Corporate Governance pursuant to Clause 49 of the Listing
Agreement is annexed.
Conservation of Energy, Research & Development, Technology Absorption,
Foreign Exchange Earnings & Outgo and Employees
During the year, there were no employees drawing remuneration exceeding
the limits been prescribed under Section 217(2A). Information required
under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of
the Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 as amended from time to time, forms part of this
Report. However, as per the provisions of Section 219(1)(b)(iv), the
report and accounts are being sent to all the Shareholders excluding
the information relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo. Any Shareholder
interested in obtaining such information particulars may inspect the
same at the Registered Office of the Company or write to the Company
Secretary for a copy.
Responsibility Statement
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that to the best of their knowledge and belief
(i) In the preparation of the annual accounts, the applicable
Accounting Standards were followed.
(ii) Such accounting policies were selected and applied consistently
and such judgments and estimates were made that were reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company as on March 31, 2012 and of the loss of the Company for the
year ended on that date.
(iii) Proper and sufficient care was taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) The Company has restarted its manufacturing operations at
Ankleshwar site and intends to expand and diversify its operations as
per the proposal submitted to the BIFR. As such, it is considered as a
going concern and the attached annual accounts for the year ended March
31, 2012 were prepared on a going concern basis.
Auditors
Haribhakti & Co, the Statutory Auditors will retire at the conclusion
of the ensuing AGM. They have given their consent to continue to act as
the Statutory Auditors for 2012-13, if appointed.
Acknowledgements
The Board of Directors expresses its sincere thanks to all the
customers, employees, investors, suppliers and Stock Exchanges for
their continuing support.
For and on behalf of the Board of Directors
Mumbai Sunil Lalbhai
May 05, 2012 Chairman
Mar 31, 2010
The Board of Directors of Amal Ltd present the Annual Report of the
Company together with the audited statement of accounts for the year
ended March 31, 2010.
Financial Results
(Rs thousands)
2009-10 2008-09
Net sales 49,947.33 -
Other income 2,530.89 3,038.74
Total income 52,478.22 3,038.74
Profit / (Loss) from operation before tax (9248.31) (20,760.30)
Add / (Less) tax expenses 301.57 (338.75)
Profit / (Loss) After Tax (before
exceptional transactions) (8,946.74) (21,099.05)
Add: Waiver from unsecured creditors 46,701.64 21,857.13
Profit/ (Loss) After Tax 37,754.90 758.08
Balance in Profit and Loss Account
brought forward (556,144.83) (556,902.91)
Balance in Profit and Loss carried
forward (518,389.93) (556,144.83)
Adjustments:
Less: Waiver from secured loan 59,155.99 -
Less: Restructure of reserves and surplus 70,808.59 -
Accumulated loss after adjustment of
general reserve (388,425.35) (556,144.83)
Dividend
The Directors regret their inability to recommend any dividend
considering the loss from operations for the year and also the
accumulated loss of Rs. 3884 lacs as on March 31, 2010.
Profitability
The Company incurred loss from operations of Rs. 93 lacs though after
adjusting for the waiver received on one time settlement with unsecured
creditors, it showed Profit After Tax of Rs 378 lacs. It may not be out
of place to mention here that the Company made profit from operations
of Rs. 38 lacs from its bulk chemicals business. However, after
providing for depreciation for its erstwhile manufacturing facilities
in Valsad, now closed, the Company incurred the aforementioned loss.
Finance
The Company has started its operations without any borrowing from the
banks or financial institutions. It will obtain loans for working
capital and even for executing new projects after obtaining requisite
approvals.
Safety, Health and Environment
The Company accords high priority to safety, health and environment
protection. The Company has its own effluent treatment plant at
Ankleshwar designed to fully comply with the norms stipulated by the
Gujarat Pollution Control Board. The treated water is discharged into
Bharuch Eco Aqua Infrastructure Ltd.
BIFR Status
The Sulfuric Acid plant at Ankleshwar is currently operating at 100
tpd. A proposal was submitted to BIFR on April 22, 2010 requesting for
further expansion of Sulfuric Acid plant to 140 tpd and diversification
into pMPA, a pharma intermediate. The approval of BIFR has been
received on June 18, 2010 and effective steps are being taken to
implement this expansion.
Insurance
The Company has taken adequate insurance to cover the risks to its
people, plant and machinery, buildings and other assets, profit and
third parties.
Directors
The status of the Board of Directors since the last Annual Report till
the date of this Report is as under:
1) Mr M S Dutta resigned on July 22, 2010. The Directors place on
record their appreciation for his valuable contribution and guidance.
2) Mr S S Lalbhai who is the Chairman and Managing Director of Atul Ltd
and Mr T R Gopi Kannan who is the President, Finance and Company
Secretary of Atul Ltd, joined on January 21, 2010. Mr Lalbhai has been
elected the Chairman with effect from May 25, 2010.
3) Mr B M Trivedi, a chemical engineer from Indian Institute of
Technology joined on July 22, 2010. He was the President of Information
Technology Unit with Atul Ltd and is now a consultant.
4) Mr N C Singhal joined the Board on July 22, 2010 and was appointed
the Chairman of the Audit Committee on that date. Mr Singhal was the
Vice Chairman and Managing Director of erstwhile SCICI Ltd.
Management Committee
The day-to-day management affairs of the Company are vested with the
Management Committee which is headed by Mr Vasudev Koppaka as the
Managing Director and has other functional heads as its members.
Corporate Governance
A Report on Corporate Governance along with a certificate from the
Auditors of the Company regarding compliance of the conditions of
Corporate Governance pursuant to Clause 49 of the Listing Agreement is
annexed.
Information regarding conservation of Energy, Research and Development,
Technology Absorption and Foreign Exchange Earnings and Outgo
During the year there were no employees in the Company drawing
remuneration exceeding the limits prescribed under Section 217(2A).
Information required under Section 217 (1)(e) of The Companies Act,
1956 read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988 as amended from time
to time, forms part of this Report. However, as per the provisions of
Section 219 (1)(b)(iv), the report and accounts are being sent to all
the shareholders of the Company excluding the information relating to
conservation of energy, technology absorption and foreign exchange
earnings and outgo. Any shareholder interested in obtaining such
information | particulars may inspect the same at the Registered Office
of the Company or write to the Chief Operating Officer for a copy.
Responsibility Statement
Pursuant to Section 217 (2AA) of The Companies Act, 1956, the Directors
confirm that to the best of their knowledge and belief
(i) In the preparation of the annual accounts, the applicable
accounting standards were followed.
(ii) Such accounting policies were selected and applied consistently
and such judgments and estimates were made that were reasonable and
prudent, so as to give a true and fair view of the state of affairs of
the Company as on March 31, 2010 and of the profit of the Company for
the year ended on that date.
(iii) Proper and sufficient care was taken for the maintenance of
adequate accounting records in accordance with the provisions of The
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) The Company has restarted its manufacturing operations at
Ankleshwar site and intends to expand and diversify its operations as
per the proposal submitted to BIFR. As such, it is considered as a
going concern and the attached annual accounts for the year ended March
31, 2010 were prepared on a going concern basis.
Auditors and Auditorsà Report
V R Parekh & Co, the Auditors of the Company are not desirous of being
reappointed. The Company had approached Haribhakti & Co, Chartered
Accountants, who have consented to act as Auditors, if appointed. The
Members are requested to appoint them and fix their remuneration.
The relevant notes forming part of the accounts are self- explanatory
and give full information and explanation in respect of the
observations made by the Auditors in their report.
Acknowledgements
The Board of Directors expresses its sincere thanks to all the
customers, employees, investors, lenders and suppliers for their
continuing support.
For and on behalf of the Board of Directors
Sunil S Lalbhai
Chairman
Valsad
July 22, 2010
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