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Amforge Industries Ltd. — Annual Report 2022
Aug 19, 2022
64234_rns_2022-08-19_8c58d0c2-d56c-4d04-b004-31d917bf6e9a.pdf
Annual Report
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50 2021-2022
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Amforge Industries Limited
Annual Report 2021-22
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CORPORATE INFORMATION
BOARD OF DIRECTORS
BOARD COMMITTEES
Mr. Puneet Y. Makar
Mr. Hudson D’costa Mr. Sunil K. Aggarwal
Mr. Sanjay R. Patel Mr. Ajit P. Walwaikar Ms. Archana M. Soi
AUDIT
Mr. Sunil K. Aggarwal - Chairman Mr. Ajit P. Walwaikar - Member Mr. Sanjay R. Patel - Member
NOMINATION & REMUNERATION
Mr. Sunil K. Aggarwal - Chairman Mr. Ajit P.Walwaikar - Member Mr. Sanjay R. Patel - Member
STAKEHOLDERS’ RELATIONSHIP
REGISTERED OFFICE
AMFORGE INDUSTRIES LIMITED
1118, Dalamal Tower, 11[th] Floor Free Press Journal Marg, Nariman Point Mumbai – 400 021. Tele : 022-22828933/49637707 / 49635404 e-mail : [email protected] Web : www.amforgeindia.in CIN : L28910MH1971PLC015119 SCRIP : 513117 ISIN : INE991A01020 GST : 27AAACA8756A1ZV TAN : UMMA19936A
REGISTRAR & TRANSFER AGENTS
LINK INTIME INDIA PRIVATE LIMITED
C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai–400083. Tele : 022-49186000 Fax : 022- 49186060 e-mail : [email protected] Web : www.linkintime.co.in
AGM TO BE HELD BY VIDEO CONFERENCING / OTHER AUDIOVISUAL ON 15[TH] SEPTEMBER, 2022 (THURSDAY) @ 14:30 IST
Mr. Sunil K.Aggarwal - Chairman Mr. Sanjay R. Patel - Member Mr. Hudson D’costa - Member
BANK
PUNJAB NATIONAL BANK
Raheja Chambers, 1[st] Floor Free Press Journal Marg Nariman Point, Mumbai-400021
J Singh and Associates
Chartered Accountants 505-507, Hub Town Viva Western Express Highway Shankarwadi, Andheri (West) Mumbai – 400 060. Tel: 022-66994618/4619
| 505-507, Hub Town Viva Western Express Highway Shankarwadi, Andheri (West) Mumbai – 400 060. Tel: 022-66994618/4619 |
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|---|---|
| CONTENTS | PAGE |
| Notice | |
| Board’s Report | |
| Corporate Governance | |
| Auditors Report | |
| Balance Sheet | |
| Statement of Proft & Loss | |
| Cash Flow Statement | |
| Notes to Financial Statement |
No need for a Route map to attend the Annual General Meeting.
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NOTICE
NOTICE IS HEREBY GIVEN THAT THE 50TH ANNUAL GENERAL MEETING OF THE MEMBERS OF AMFORGE INDUSTRIES LIMITED WILL BE HELD THROUGH VIDEO CONFERENCING / OTHER AUDIOVISUAL MEANS ON THURSDAY 15TH SEPTEMBER, 2022 AT 14:30 (IST) TO TRANSACT THE FOLLOWING BUSINESS:
ORDINARY BUSINESS:
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To receive, consider and adopt the Audited Financial Statements for the Financial Year ended on 31st March, 2022, together with the Reports of the Board of Directors and the Auditors thereon.
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To appoint a director in place of Ms. Archana Makar Soi (DIN- 02215664), who retires by rotation and, being eligible, offers herself for re-appointment.
SPECIAL BUSINESS:
3. Appointment of Mr. Sanjay Rajaram Posam, as an Independent Director for a term of five consecutive years with effect from 5th August 2022:
To consider and, if thought fit, to pass the following resolution as a special resolution:
“RESOLVED THAT under the provisions of sections 149, 152 and any other applicable provisions of the Companies Act, 2013 (the ‘Act’), including the Rules made thereunder read with Schedule IV to the Act and Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘SEBI Listing Regulations’) and other applicable provisions of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Sanjay Rajaram Posam (DIN-09542601), who was appointed by the Board of Directors (“ the Board”), which term shall be deemed to include any Committee constituted or to be constituted by the Board or any person(s) authorised by the Board in this regard, based on the recommendation of Nomination and Remuneration Committee, as an Additional Director under section 161(1) of the Act and Articles of Association of the Company, and in respect of whom a notice in writing under the section 160 of the Act has been received, be and is hereby appointed as an Independent Director of the Company for a term of five (5) consecutive years, effective from 5th August, 2022. “
“RESOLVED FURTHER THAT the Board and the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters, and things and execute all such documents, instruments, and writings as may be required to give effect to this resolution.”
4. Appointment of Mr. Navin Chandramani Sharma, as an Independent Director for a term of five consecutive years with effect from 5th August 2022:
To consider and, if thought fit, to pass the following resolution as a special resolution:
“RESOLVED THAT under the provisions of sections 149, 152 and any other applicable provisions of the Companies Act, 2013 (the ‘Act’), including the Rules made thereunder read with Schedule IV to the Act and Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘SEBI Listing Regulations’) and other applicable provisions of the SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Navin Chandramani Sharma (DIN-09555459), who was appointed by the Board of Directors (“ the Board”), which term shall be deemed to include any Committee constituted or to be constituted by the Board or any person(s) authorised by the Board in this regard, based on the recommendation of Nomination and Remuneration Committee, as an Additional Director under section 161(1) of the Act and Articles of Association of the Company, and in respect of whom a notice in writing under the section 160 of the Act has been received, be and is hereby appointed as an Independent Director of the Company for a term of five(5) consecutive years, effective from 5th August, 2022.”
“RESOLVED FURTHER THAT the Board and the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters, and things and execute all such documents, instruments, and writings as may be required to give effect to this resolution.”
By Order of the Board of Directors AMFORGE INDSUTRIES LIMITED
Hudson D‘Costa Managing Director DIN: 07893177
Place: Mumbai Date: 05/08/2022
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Annual Report 2021-22
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NOTES :
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In view of the current extraordinary circumstances due to COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 (dated April 8, 2020), Circular No.17/2020 (dated April 13, 2020) Circular No. 20/2020 (dated May 5, 2020), Circular No. 02/2021 (dated January 13, 2021), Circular No. 19/2021 (dated December 8, 2021), Circular No. 21/2021 (dated December 14, 2021) and Circular No.2/2022 (dated May 5, 2022) (Collectively referred to as MCA Circulars), issued by the Ministry of Corporate Affairs (MCA) physical attendance of the Members to the Annual General Meeting (AGM) venue is not required and AGM be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC, and Members of the Company joining through VC shall be reckoned for a quorum under Section 103 of the Act. Further, all resolutions in the meeting shall be passed through the facility of the e-Voting/electronic system.
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In compliance with MCA Circular No. 20/2020 dated May 5, 2020, MCA Circular No. 2/2022 5 dated May 5, 2022 and SEBI Circular No. SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and SEBI Circular No. SEBI/HO/CFD/CMD2/ CIR/ P/2022/62 dated May 13, 2022, the financial statements including Board’s Report, Auditor’s report or other documents required to be attached therewith (together referred to as Annual Report FY-22), and Notice of AGM are being sent in electronic mode to Members whose e-mail address is registered with the Company or the Depository Participant(s) as on 8[th] September, 2022 and to all other persons so entitled.
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Pursuant to the MCA Circulars, the facility to appoint proxy to attend / vote is not available for this AGM.
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The Members attending the AGM through VC/OAVM shall be counted reckoning the quorum under Section 103 of the Companies Act, 2013.
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The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of the business as per Item Nos. 3 and 4 herein above, is annexed hereto.
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Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before 9[th ] September, 2022 (Friday) through email (mentioning their name, DEMAT account number/folio number, contact details, etc.).
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The Register of Members and Share Transfer Books of the Company will remain closed from Friday, 9[th] September, 2022 to Thursday 15[th] September, 2022 (both days inclusive).
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8 The information as required pursuant to Regulation 36(3) of the SEBI (LODR), Regulations, 2015 in respect of appointment of the directors, is annexed hereto.
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Relevant documents referred to in the accompanying Notice and the Explanatory Statement are open for inspection by the members on the website of the Company.
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The Company has availed the services of Link Intime India Private Limited (“LLIPL”) for conducting the AGM through VC/OAVM and providing e-voting facility during the AGM as well as remote e-voting facility.
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The remote e-voting commences on Monday, 12[th] September, 2022 at 09.00 [IST] and ends on Wednesday, 14[th] September, 2022 at 17:00 [IST]. The remote e-voting module will be disabled by LLIPL for voting thereafter.
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Those Members, who will be present in the AGM through VC/OAVM and have not cast their vote on the Resolutions through remote e - voting, shall be eligible to vote through e-voting system during the AGM.
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The Members who have cast their vote by remote e-voting prior to the AGM, may also attend the AGM but shall not be entitled to cast their vote again.
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A member’s voting rights shall be in proportion to his/her share of the paid-up equity share capital of the Company as on Thursday, 8[th] September, 2022 (‘cut-off date’). A person whose name is recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the depositories as on the ‘cut-off date’ shall be entitled to avail the facility of remote e-voting as well as voting in the AGM. A person who is not a member, as on the cut-off date should treat this Notice for information purposes only.
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M/s. Sandeep Dubey and Associates of Practising Company Secretaries shall be conducting the remote e-voting and e-voting process in a fairly and transparent manner, as a Scrutiniser.
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The results of the voting will be announced on or before Friday, 16[th] September, 2022. and uploaded the results on the websites of the company, BSE and LLIPL.
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The shares of the Company are under compulsory demat list of Securities & Exchange Board of India. The trading in equity shares can now only be done in demat Demat In case you do not hold shares in demat Demat you may do so by opening an account with a depository participant and completing dematerialization
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Members holding shares in dematerialised mode are requested to intimate all changes with respect to their bank details, mandate, nomination, power of attorney, change of address, e-mail address, change in name etc. to their depository participant. These changes will be automatically reflected in the Company’s records, which will help the Company to provide efficient and better service to its Members.
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Members holding shares in physical form are requested to intimate changes with respect to their bank account (name and address of the branch of the bank, MICR code of branch, type of 6 account and account number), mandate, nomination, power of attorney, change of address, e-mail address, change in name etc. immediately to the Company’s Registrar & Share Transfer Agent.
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Remote e-Voting Instructions for shareholders:
As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.
The login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL: |
Existing IDeAS users can visit the e-Services website of NSDL viz... https://eservices.nsdl.com either on a personal computer or on a mobile. On the e-Services home page click on the “Benefcial Owner” icon under “Login”” which is available under the ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. Afer successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting the page. Click on the company name or e-Voting service provider name i.e. LINKINTIME and you will be re-directed to the “InstaVote” website for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a personal computer on mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. Afer successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to the “InstaVote” website for casting your vote during the remote e-Voting period. |
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| Individual Shareholders holding securities in demat mode with CDSL: |
Existing users who have opted for Easi / Easiest, can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. Te URL for users to login to Easi/ Easiest are https://web.cdslindia.com/myeasi/home/loginor www. cdslindia.comand click on New System Myeasi. Afer successful login of Easi / Easiest, the user will be able to see the E Voting Menu. Te Menu will have links of e-Voting service provider i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com / myeasi/Registration/EasiRegistration. Alternatively, the user can directly access e-Voting page by providing demat account number and PAN No. from a link in www.cdslindia. com home page. Te system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. Afer successful authentication, the user will be provided links for the respective ESP i.e. LINKINTIME. Click on LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period. |
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| individual Shareholders (holding securities in demat mode) login through their depository participants |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site afer successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period. |
| Login method for Individual shareholders holding securities in physical form is given below: |
Individual Shareholders of the company, holding shares in physical form as on the cut-of date for e-voting may register for e-Voting facility of Link Intime as under: 1. Open the internet browser and launch the URL: https://instavote.linkintime. co.in 2. Click on “Sign Up” under the ‘SHARE HOLDER’ tab and register with the following details: - A. User ID: Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable. C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format) D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company. Shareholders/ members holding shares in physical form but have not* recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above* ▶ Set the password of your choice (Te password should contain minimum 8 characters, at least one special Character (@!#$&), at least one numeral, at least one alphabet and at least one capital letter). ▶ Click “confrm” (Your password is now generated). 3. Click on ‘Login’ under ‘SHARE HOLDER’ tab. 4. Enter your User ID, Password and Image Verifcation (CAPTCHA) Code and click on ‘Submit’. |
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| Cast your vote electronically: 1. Afer successful login, you will be able to see the notifcation for e-voting. Select ‘View’ icon. 2. E-voting page will appear. 3. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ fle link). 4. Afer selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confrmation box will be displayed. If you wish to confrm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote. |
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Guidelines for Institutional shareholders:
Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.
Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:
Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.
Helpdesk for Individual Shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding secure-ties in demat mode with NSDL |
Members facing any technical issue in login can contact the NSDL helpdesk by sending a request at [email protected] or call at toll - free no.: 1800 1020 990 and 1800 22 44 30. |
| Individual Shareholders holding secure-ties in demat mode with CDSL |
Members facing any technical issue in login can contact the CDSL helpdesk by sending a request at helpdesk. Evoting @ cdslindia.com or contact at 022- 23058738 or 22- 23058542-43. |
Individual Shareholders holding securities in Physical mode has forgotten the password:
If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in
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Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’
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Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.
In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company
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Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:
Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participant’s website.
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It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
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During the voting period, shareholders/ members can login any number of time until they have voted on the resolution(s) for a particular “Event”.
Process and manner for attending the Annual General Meeting through Insta Meet:
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Open the internet browser and launch the URL: https://instameet.linkintime.co.in
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Select the “Company” and ‘Event Date’ and register with your following details: -
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A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No.
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Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID
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Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID
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Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company.
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B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.
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C. Mobile No.: Enter your mobile number.
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D. Email ID: Enter your email id, as recorded with your DP/Company.
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Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).
Please refer the instructions (annexure) for the software requirements and kindly ensure to install the same on the device, which would be used to attend the meeting. Please read the instructions carefully and participate in the meeting. You may also call upon the InstaMeet Support Desk for any support on the dedicated number provided to you in the instruction/ InstaMEET website.
Instructions for Shareholders/ Members to Speak during the Annual General Meeting through Insta Meet:
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Shareholders who would like to speak during the meeting must register their request 3 days in advance with the company on the specific email id created for the general meeting.
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Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.
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Shareholders will receive “speaking serial number” once they mark attendance for the meeting.
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Other shareholder may ask questions to the panelist, chat board chat-board during the meeting.
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Please remember speaking serial number and start your conversation with panelist by switching on video mode and audio of your device.
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Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.
Instructions for Shareholders/ Members to Vote during the Annual General Meeting through Insta Meet:
The scrutinizer activates once the electronic voting/ moderator during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:
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a. On the Shareholders VC page, click on the link for e-Voting “Cast your vote”
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b. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on 'Submit'.
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c. After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
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d. Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against'.
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e. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.
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f. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.
Note: Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.
Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.
Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.
Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.
In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@ linkintime.co.in or contact on - Tel: 022-49186175.
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Guidelines to attend the AGM proceedings of Link Intime India Pvt. Ltd.: InstaMEET
For a smooth experience of viewing the AGM proceedings of Link Intime India Pvt. Ltd. InstaMEET, shareholders/ members who are registered as speakers for the event are requested to download and install the Webex application in advance by following the instructions as under:
a) Please download and install the Webex application by clicking on the link https://www.webex.com/ downloads. html/
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b) If you do not want to download and install the Webex application, you may join the meeting by following the process mentioned as under:
| Step 1 | Enteryour First Name, Last Name and Email ID and click onJoin Now. |
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| 1 (A) | If you have already installed the Webex application on your device, join the meeting by clicking onJoin Now |
| 1 (B) | If Webex application is not installed, a new page will appear giving you an option to either Add Webex to chrome or Run a temporary application. Click onRun a temporary application, an exe fle will be downloaded. Click on this exe fle to run the application andjoin the meetingbyclickingonJoin Now |
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EXPLANATORY STATEMENT
(Pursuant to Section 102 of the Companies Act, 2013)
ITEM NO. 3
As recommended by the Nomination and Remuneration Committee of the Company, the Board of Directors appointed Mr. Sanjay Rajaram Posam as an Additional Director, subject to approval of the Shareholders of the Company within three months either by Annual General Meeting / by Postal Ballot.
Except Mr. Sanjay Rajaram Posam, as an appointee, none of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolutions set out at item no.3 and not holding any shares of the Company.
The explanatory statement deemed to have taken as a disclosure pursuant to SEBI (LODR), Regulations, 2015.
The Board accordingly recommends the Ordinary Resolution as mentioned at Item No. 3 of this Notice for your approval.
Disclosure pursuant to Secretarial Standard-2 on General Meetings and Regulation 36(3) of SEBI (LODR), Regulations, 2015
Regulations, 2015 |
|
|---|---|
| Name of Director | MR. SANJAY RAJARAM POSAM |
| DIN | 09542601 |
| Date of Birth | 04-08-1970 |
| Nationality | Indian |
| Date of appointment on the Board of Directors of the Company. |
5th August 2022 |
| Qualifcations and Experience (including nature of expertise in specifc functions) brief resume |
B. Com., Mumbai University and having 2 decades of experience in Accounts and Finance |
| Number of shares held in the Company. | - |
| List of Directorships held in other Companies | - |
| Chairperson / Membership of the Committees of the Board of the Companies in which he is Director. |
- |
| Relationship with other Directors, Manager, and key Managerial Personnel of the Company |
- |
| Number of Meetings of the Board of Directors attended duringtheyear,under review. |
- |
| Terms and conditions of appointment | First term of fve(5)consecutiveyears |
| SittingFee Paid duringtheyear,under reviewed. | - |
ITEM NO. 4
As recommended by the Nomination and Remuneration Committee of the Company, the Board of Directors appointed Mr. Navin Chandramani Sharma as an Additional Director, subject to approval of the Shareholders of the Company within three months by either Annual General Meeting / Postal Ballot.
Except Mr. Navin Chandramani Sharma, as an appointee, none of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item no.4 and not holding any shares of the Company.
The explanatory statement deemed to have taken as a disclosure pursuant to SEBI (LODR), Regulations, 2015.
The Board accordingly recommends the Ordinary Resolution as mentioned at Item No. 4 of this Notice for your approval.
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Disclosure pursuant to Secretarial Standard-2 on General Meetings and Regulation 36(3) of SEBI (LODR), Regulations, 2015
Regulations, 2015 |
|
|---|---|
| Name of Director | MR. NAVIN CHANDRAMANI SHARMA |
| DIN | 09555459 |
| Date of Birth | 23/05/1980 |
| Nationality | Indian |
| Date of appointment on the Board of Directors of the Company. |
5thAugust, 2022 |
| Qualifcations and Experience (including nature of expertise in specifc functions) brief resume |
M.Com and having 2 decades experience in Accounts and Finance |
| Number of shares held in the Company. | - |
| List of Directorships held in other Companies | - |
| Chairperson / Membership of the Committees of the Board of the Companies in which he is Director. |
- |
| Relationship with other Directors, Manager, and key Managerial Personnel of the Company |
- |
| Number of Meetings of the Board of Directors attended during the year, under review. |
- |
| Terms and conditions of appointment | First term of fve (5) consecutive years |
| Sitting Fee Paid during the year, under reviewed. | - |
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BOARD’S REPORT
To the Members,
Your Directors are pleased to present the 50[th] Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended on 31/03/2022.
|(. in 000’s)|(. in 000’s)|(`. in 000’s)|
|---|---|---|
|Particulars|Year Ended On
31/03/2022|Year Ended On
31/03/2021|
|Total Income|27,037.45|28,032.62|
|Proft/(Loss) before Interest, Taxes, Depreciation,
Amortization & Exceptional Items|13,052.52|13,142.82|
|Less: Finance Cost|2,379.49|5119.95|
|Less: Depreciation & Amortization|4,372.49|4,680.03|
|Proft / (Loss) before Tax|5,911.98|3,342.84|
|Current Tax|869.00|575.00|
|Deferred Tax|(11,172.00)|(454.00)|
|Proft / (Loss) for theperiod|16,214.98|3,221.84|
|Surplus/(Defcit) in statement of Proft & Loss at the beginning of the
Financial Year|(5,37,120.58)|(5,40,342.42)|
|Add: Proft / ( Loss ) for theperiod|16,214.98|3,221.84|
|Surplus / (Defcit) in Statement of Proft & Loss at the end of the
Financial Year|(5,20,905.60)|(5,37,120.58)|
FINANCIAL PERFORMANCE:
During the financial year under review, your Company registered a total income of Rs. 27,037.45 thousand as against Rs. 28032.62 thousand, in the previous year and earning profit before interest, depreciation, exceptional items and tax Rs.13052.52 as against Rs . 13142.82 thousand in the previous year. The profit before tax for the year is Rs. 5,911.98 thousand as against Profit of Rs. 3342.84 thousand in the previous year.
DIVIDEND:
No dividend recommended.
SHARE CAPITAL:
During the Financial Year under paid-up, the paid up Equity Share Capital of the Company was Rs.287.74 Lakhs. The Company has not issued any shares with differential voting rights / stock options and instruments convertible into equity shares.
DIRECTORS:
| DIRECTORS: | ||
|---|---|---|
| Name | Designation | Remarks |
| Mr. SanjayRajaram Posam | Additional Directors | With efect from 05/08/2022 |
| Mr. Navim Chandramani Sharma |
KEY MANAGERIAL PERSONNEL:
No change during the financial year ended on 31/3/2022.
DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to Section 149 (4) of the Companies Act, 2013 (“the Act”) every listed public company shall have at least one-third of the total number of directors as independent directors.
| Sr.No. | Name of the Independent Director | Date of appointment / Reappointment |
Date of passing of Special Resolution |
|---|---|---|---|
| 1. | Mr. Sunil K. Aggarwal | 12/09/2019 | 16/09/2019 |
| 2. | Mr. Ajit P. Walwaikar | 11/11/2020 | 15/09/2021 |
| 3. | Mr. SanjayR. Patel | 11/11/2016 | 19/09/2017 |
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All the above Independent Directors meet the criteria of ‘independence’ prescribed under section 149(6) and have submitted declarations to the effect that they meet with the criteria of independence as required under section 149 (7) of the Act, 2013.
ANNUAL RETURN:
The Form MGT-7 (draft) for financial year 2021-22 is uploaded and can be viewed on the company’s website.
AUDITORS:
M/s. J Singh and Associates, Chartered Accountants, (Firm Registration No.110266 W) was appointed as Auditor of the Company for a term of 5 (five) consecutive years, at the 47[th] Annual General Meeting of the shareholders of the Company, held on 16/09/2019.
The observations and comments given by the Auditors in their Report read together with notes on Financial Statement are self-explanatory and hence do not call for any further comments under section 134 of the Act.
SECRETARIAL AUDITOR REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013(“the Act”), and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report for the financial year under review issued by M/s. Sandeep Dubey & Associates, Practicing Company Secretaries, (C.P.No.17902), (ACS:47940) is annexed as Annexure-“A”.
The observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act and the said Report is not having any qualification, reservation or adverse remarks.
CORPORATE GOVERNANCE:
Pursuant to Regulation 34(3) read with Schedule-V of the SEBI (LODR) Regulations, 2015, Certificates issued by the Practising Company Secretary, confirming the compliance of the Corporate Governance for the financial year, under review are annexed as Annexures-“B” and “C”.
BOARD OF DIRECTORS MEETING:
During the Financial Year, under review, the meetings of Board of Directors held on 28/06/2021, 04/08/2021, 10/11/2021 and 09/02/2022.
PERFORMANCE EVALUATION OF BOARD:
Pursuant to the provisions of the Companies Act, 2013, and the SEBI (LODR), Regulations, 2015, meeting of Independent Directors is being conducted to carry out the performance evaluation of the Non-Independent Directors.
COMMITTEES ON THE BOARD:
Pursuant to Companies Act, 2013, read with applicable Rules made thereunder and the SEBI (LODR), Regulations, 2015, the following committees are constituted:
-
Audit Committee
-
Remuneration and Nomination Committee
-
Stakeholders Relationship Committee.
The composition of the committees, meetings, and attendance thereof is available in the Corporate Governance of this report.
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility is not applicable to the Company pursuant to provisions of Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.
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RELATED PARTY DISCLOSURE:
There were no material transactions during the financial year under review. However, arm’s length transactions have taken place between the related parties, which are as follows:
(Rs.000)
| Name of the Parties | Opening Balance as of 01/4/2021 |
ICD /Loan Transaction |
ICD /Loan Transaction |
Closing Balance as of 31/03/2022 |
Max amount outstanding during the year |
Other Transactions | Other Transactions | Other Transactions |
|---|---|---|---|---|---|---|---|---|
| Received | Repaid | Payment / Provision of interst |
Payment of rent |
Payment of Salary / fees |
||||
| Viniyog Investment and Trading Co. Pvt. Ltd. |
19,700 | 0.00 | 2,600 | 17,100 | 19,700 | 1943.08 | 0.00 | 0.00 |
| Nainesh Trading & Consultancy LLP |
0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
| Makar Estate | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 120.00 | 0.00 |
| Total | 19,700 | - | 2,600 | 17,100 | 19,700 | 1943.08 | 120.00 | 0.00 |
MANAGEMENT DISCUSSION AND ANALYSIS:
There were no manufacturing activities to report on Management Discussion and Analysis pursuant to Regulation 34(2) (e) of SEBI (LODR) Regulations, 2015.
DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, Directors confirm that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed.
-
The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give 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 Account of the Company for the year ended on the date.
-
Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
-
The Annual Accounts have been prepared on a going concern basis.
-
The company has followed a proper internal financial control and that such internal financial controls are adequate and were operating effectively.
-
A system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
REMUNERATION PAID TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 (“the Act”) read with Rules forms part of the Report. The Directors and Key Managerial Personnel of the Company are drawing remuneration, within the limits prescribed under the Act and Rules, thereof.
VIGIL MECHANISM:
The Company has a vigil mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (LODR), Regulations, 2015. The Whistle Blower Policy to enable the Directors, Employees and all Stakeholders to report genuine concerns to provide adequate safeguard against victimisation of person who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. The said policy is available on the Company’s website.
RISK MANAGEMENT POLICY:
The current level of operations of the Company does not require Risk Management Policy. The Board shall review and adopt such a policy, if applicable.
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INTERNAL AND FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable weakness observed.
FIXED DEPOSITS:
Pursuant to Section 73(1) of the Companies Act, 2013 and the Rules made thereunder, the Company has not accepted any deposits within the meaning
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to provisions of the Companies Act, 2013, there is no amount of interest, dividend, etc., pending unpaid for more than seven years with the Company.
CERTIFICATION BY CHIEF EXECUTIVE OFFICER / CHIEF FINANCIAL OFFICER:
Pursuant to Regulation 17 (8) of SEBI (LODR), Regulations, 2015, the Chief Executive Officer / Chief Financial Officer, complied by issuing the necessary certificate for the financial year ended on 31/03/2022.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:
Pursuant to Section 134 of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, conservation of energy, technology absorption and foreign exchange earnings and outgo are as under:
| Descripton | 2022 | 2021 |
|---|---|---|
| Power Consumpton | NIL | NIL |
| Diesel Oil | NIL | NIL |
| Technology Absorpton | NIL | NIL |
| Foreign Exchange Earning | NIL | NIL |
| Foreign Exchange Outgo | NIL | NIL |
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE:
Pursuant to the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year, under review, there were no cases filed/ pending.
SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
ACKNOWLEDGEMENT:
Your directors are thankful for your continued support and co-operation.
For and on behalf of the Board of Directors AMFORGE INDUSTRIES LIMITED
Hudson D ’Costa Managing Director DIN-07893177
Place: Mumbai Date: 05/08/2022
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Annexure-“A” FORM - MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31/03/2022. [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, The Members of Amforge Industries Limited
I, have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Amforge Industries Limited (CIN: L28910MH1971PLC015119) (hereinafter called “ the Company ”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of the secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering financial year ended on 31/03/2022, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31/03/2022 according to the provisions of:
-
i. The Companies Act, 2013 (the Act) and the Rules made thereunder;
-
ii. The Securities Contracts (Regulations) Act, 1956 (‘SCRA’) and the Rules made thereunder;
-
iii. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;
-
iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
-
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) to the extent applicable to the Company:-
-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
-
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
-
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
-
d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 - (Not applicable to the Company during the Audit period).
-
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit period).
-
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with the client;
-
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - (Not applicable to the Company during the Audit period).
-
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - (Not applicable to the Company during the Audit period).
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I have also examined compliance with the applicable Clauses of the following:
-
(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board (“SS-1”) and General Meetings (“SS-2”).
-
(ii) The provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“LODR”);
During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations/ non - compliances:
I further report that:
-
The Board of Directors of the Company has duly constituted the proper balance of Executive Directors, NonExecutive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
-
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
-
Majority decision is carriedout through while the dissenting members’ views are captured and recorded as part of the minutes, if any.
I further report that, as per the explanations given to us and the representations made by the Management and relied by us, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable Laws, Rules, Regulations and Guidelines.
I, further report that, during the audit period the company has no specific events / actions in pursuance of the abovereferred Laws, Rules, Regulations, Guidelines, Standards, etc. having a major bearing on the Company’s affairs.
For Sandeep Dubey & Associates (Practicing Company Secretary)
CS Sandeep Dubey ACS No.: 47940 COP No.: 17902 UDIN: A047940D000671145
Place: Mumbai Date: 22/07/2022 Note : Tis report is to be read with my letter of even date, which is annexed as 'Annexure I and forms an integral part of this report.
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- ANNEXURE I TO SECRETARIAL AUDIT REPORT (MR 3)
To: The Members of Amforge Industries Limited,
Our report of even date is to be read along with this letter.
-
Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.
-
I have followed the audit practices and processes as applicable to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on a test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practicess, we followed provide a reasonable basis for our opinion.
-
I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
-
Wherever required, I have obtained the management representation about the compliance of Laws, Rules and Regulations and happening of events, etc.
-
The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards are the responsibility of management. My examination was limited to the verification of procedures on test basis.
-
In preparing the report, I have relied on the correctness and accuracy of the information provided to me orally and in writing by and on behalf of the Company.
-
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
For Sandeep Dubey & Associates (Practicing Company Secretary)
CS Sandeep Dubey ACS No.: 47940 COP No.: 17902 UDIN: A047940D000671145
Place: Mumbai Date: 22/07/2022
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CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
To
The Members of Amforge Industries Limited,
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of M/s. Amforge Industries Limited (CIN-L28910MH1971PLC015119) having its registered office at 1118, Dalamal Tower, 11th Floor, Free Press Journal Marg, Nariman Point, Mumbai-400021 (‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule-V Para-C, Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in as considered necessary and explanations furnished to me by the officers of the Company , I hereby certify that none of the Directors on the Board of the Company for the Financial Year ending on 31/03/2022 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, New Delhi or any such other Statutory Authority.
Ensuring the eligibility for appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Sandeep Dubey & Associates (Practicing Company Secretary)
CS Sandeep Dubey ACS No.: 47940 COP No.: 17902 UDIN: A047940D000671211
Place: Mumbai Date: 22/07/2022
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ANNEXURE – B CORPORATE GOVERNANCE
1. COMPANY’S CORPORATE GOVERNANCE PHILOSOPHY :
Corporate Governance is about promoting fairness, transparency, accountability, commitment to values, ethical business conduct and considering all stakeholders’ interest while conducting business. In accordance with the provisions of the SEBI (LODR), Regulations, 2015 (“the Regulations”) and amendments thereto, given below are the corporate governance policies and practices of Amforge Industries Limited (AIL) . This Report, therefore, states compliances as per requirements of the Companies Act, 2013 (‘the Act’) and the Regulations, as applicable to the Company.
2. COMPOSITION AND CATEGORY OF DIRECTORS :
In keeping with the commitment of the Management to the principle of integrity and transparency in business operations for good corporate governance, the Company’s policy is to have an appropriate blend of executive and independent directors to maintain the independence of the Board.
Our Board have an optimum mix of Executive Directors (ED’s) and Non-Executive Directors (NED’s) including a Woman Director. The composition of the Board is in conformity with Regulation 17 of SEBI Listing Regulations. Details of the Directors, their Directorships and committee Chairmanship/Membership held by them in other public companies (including the Company).
| NAME OF DIRECTORS | CATEGORY OF DIRECTORS | NO.OF | BOARD COMMITTEES | BOARD COMMITTEES |
|---|---|---|---|---|
| DIRECTORSHIP IN PUBLIC LIMITED COMPANIES |
CHAIRMAN ** |
MEMBER ** |
||
| Mr. Puneet Y. Makar | Promoter- Non Executive Director | 1 | - | - |
| Mr. Hudson D ‘costa | Mg. Director- Executive Director | 1 | - | 1 |
| Ms. Archana M. Soi | Non-Executive & Non-Independent | 1 | - | - |
| Mr. Sunil K. Aggarwal | Independent Director | 1 | 2 | 2 |
| Mr. SanjayR. Patel | Independent Director | 1 | - | 2 |
| Mr. Ajit P. Walwaikar | Independent Director | 2 | 3 | 1 |
**Includes only Audit Committee and Stakeholder’s Relationship Committee.
None of the Directors are holding equity shares of the Company except Mr. Puneet Makar [Promoter-NonExecutive] 25,13,219 shares, Mr. Hudson D ’costa (Executive Director), 1,000 shares, Mr. Ajit P. Walwaikar [Independent] ,– 1850 shares, and Ms. Archana Makar Soi [Non Executive and Non-Independent] - 300 shares.
3. BOARD MEETING, ATTENDANCE AND SITTING FEES :
During the financial year, Four (4) Meetings of the Board of Directors were held on 28/06/2021, 04/08/2021, 10/11/2021 and 09/02/2022 and the particulars of attendance and sitting paid to them are as under:
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----- Start of picture text -----
NAME OF DIRECTORS ATTENDED SITTING FEES PAID AGM HELD 15/09/2021
(RS.)
----- End of picture text -----
| NAME OF DIRECTORS | ATTENDED | SITTING FEES PAID (RS.) |
AGM HELD 15/09/2021 |
|---|---|---|---|
| Mr. Puneet Y. Makar | 3 | - | 0 |
| Ms. Archana Makar Soi | 2 | - | 0 |
| Mr. Hudson D’costa | 4 | - | 1 |
| Mr. Sunil K. Aggarwal | 4 | 12000.00 | 1 |
| Mr. SanjayR. Patel | 4 | 12000.00 | 1 |
| Mr. Ajit P. Walwaikar | 4 | 12000.00 | 1 |
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4. AUDIT COMMITTEE:
The Audit Committee shall have minimum three Directors as members, with two-third of its members being Independent Directors and should meet at least four times in a year.. All members of the Audit Committee shall be financially literate, and at least one member shall have accounting or related financial management expertise.
The Chairman of the Audit Committee shall be an Independent Director and be present at the Annual General Meeting to answer the shareholders’ queries. The Company Secretary shall be assisting the Committee. Pursuant to Section 177 of the Companies Act, 2013, the Board has duly constituted an Audit Committee.
Meetings held during the financial year, under review
| NAME OF DIRECTORS | DATE OF MEETINGS & ATTENDED | DATE OF MEETINGS & ATTENDED | DATE OF MEETINGS & ATTENDED | DATE OF MEETINGS & ATTENDED | SITTING FEES PAID(RS) |
|---|---|---|---|---|---|
| 28/06/2021 | 04/08/2021 | 10/11/2021 | 09/02/2022 | ||
| Mr. Sunil K.Aggarwal | 1 | 1 | 1 | 1 | 12000.00 |
| Mr. SanjayR. Patel | 1 | 1 | 1 | 1 | 12000.00 |
| Mr. Ajit P. Walwaikar | 1 | 1 | 1 | 1 | 12000.00 |
5. NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Nomination and Remuneration Committee shall comprise of at least three Directors; all of whom should be Non-Executive directors. At least half of the Committee members should be Independent, with an Independent Director acting as Chairman of the Committee.
The Committee consists of the following Directors:
| NAME OF DIRECTORS | MEETINGS HELD AND ATTENDED ON 28-06-2021 |
SITTING FEES PAID (RS) |
|---|---|---|
| Mr. Sunil K. Aggarwal | 1 | 3000.00 |
| Mr. SanjayR. Patel | 1 | 3000.00 |
| Mr. Ajit P.Walwaikar | 1 | 3000.00 |
6. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
| SR. NO. |
PARTICULARS OF REMUNERATION |
MG DIRECTOR & CEO |
CFO | COMPANY ECRETARY & COMPLIANCE OFFICER |
|---|---|---|---|---|
| MR. HUDSON JOSEPH DCOSTA |
MR. JAYESH VINOD THAKKAR |
MR. KINSHUK RAJKUMAR TIWARI |
||
| 1. | Gross salary : (a)Salary as per provisions contained in section 17(1) of the Income-tax Act,1961. |
571.40 | 891.72 | 3.60 |
| (b) Value of perquisites u/s 17(2) Income-tax Act,1961 |
14.40 | - | - | |
| (c) Profts in lieu of salary under section 17(3) Income tax Act,1961 |
- | - | - | |
| 2. | Stock Option | - | - | - |
| 3. | Sweat Equity | - | - | - |
| 4. | Commission as % of proft, others,specify. |
- | - | - |
| 5. | Others, please specify: Companies contribution to PF |
- | - | - |
| Total | 585.80 | 891.72 | 3.60 | |
| Pursuant to the Companies Act, 2013 ceiling is 11% on the Net Proft. |
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7. SITTING FEES PAID TO THE NON-EXECUTIVE DIRECTORS:
| SR. NO. |
NAME OF THE DIRECTORS | SITTING FEES PAID FOR ATTENDING MEETINGS (RS.) |
PROFESSIONAL FEES (RS.) |
|---|---|---|---|
| 1. | Mr. Sunil K.Aggarwal | 27000.00 | - |
| 2. | Mr. Sanjay R.Patel | 27000.00 | - |
| 3. | Mr.AjitP. Walwaikar | 27000.00 | - |
8. STAKEHOLDERS RELATIONSHIP COMMITTEE:
Every listed company and the Board of Directors of a company, which consists of more than one thousand shareholders, debenture-holders, deposit-holders, and any other security holders at any time during a financial year, shall constitute a Stakeholders Relationship Committee.
As per the SEBI Listing regulations, the Committee should consist of least three directors, with at least one being an independent director, shall be members of the Committee and in the case of a listed entity having outstanding SR equity shares, at least two-thirds of the Committee shall comprise of independent directors.
The chairperson of the Committee shall be a non-executive director and such other members as may be decided by the Board. As per the Regulations, the Committee shall meet at least once a year. The chairperson or, in his absence, any other member of the committee authorized by him on this behalf shall attend the general meetings of the company.
The Committee consists of the following Directors:
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NAME OF THE MEMBERS DESIGNATION
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| NAMEOF THE MEMBERS | DESIGNATION |
|---|---|
| Mr. Sunil K.Aggarwal | Chairman |
| Mr. Sanjay R.Patel | Member |
| Mr.Hudson D ’costa | Member |
Meeting held on 27/05/2022 for the financial year 2021-2022.
9. COMPLAINTS RECEIVED AND RESOLVED:
| NATURE OF COMPLAINT | COMPLAINTS RECEIVED FROM 01/04/2021TO 31/03/2022 | COMPLAINTS RECEIVED FROM 01/04/2021TO 31/03/2022 | COMPLAINTS RECEIVED FROM 01/04/2021TO 31/03/2022 | COMPLAINTS RECEIVED FROM 01/04/2021TO 31/03/2022 | COMPLAINTS RECEIVED FROM 01/04/2021TO 31/03/2022 | COMPLAINTS RECEIVED FROM 01/04/2021TO 31/03/2022 | COMPLAINTS RECEIVED FROM 01/04/2021TO 31/03/2022 | COMPLAINTS RECEIVED FROM 01/04/2021TO 31/03/2022 | COMPLAINTS RECEIVED FROM 01/04/2021TO 31/03/2022 |
|---|---|---|---|---|---|---|---|---|---|
| SEBI | STOCK EXCHANGE |
ROC | INVESTORS | OTHERS | TOTAL | REDRESSED | NOT REDRESSED |
REASON - NON REDRESSAL |
|
| Non receipt of dividend | - | - | - | 1 | - | 1 | 1 | - | - |
10. INDEPENDENT DIRECTORS MEETING:
The Independent Directors of the listed entity shall hold at least one meeting in a year, without the presence of Non-independent Directors and members of the management to review the performance of Non-independent Directors and the Board of directors as a whole, Chairperson of the listed entity, taking into account the views of Executive Directors and Non-executive Directors, assess the quality, quantity and timely flow of information between the Management of the listed entity and the Board of Directors.
11. GENERAL BODY MEETINGS HELD - LAST THREE YEARS:
| SR. NO. |
DATE | DAY AND TIME |
VENUE | REMARKS |
|---|---|---|---|---|
| 1. | 16/09/2019 | Monday @ 2.30 P.M. |
Maharashtra Chamber of Commerce, Industry & Agriculture, Oricon House, 6thFloor, 12, K. Dubhash Marg, Fort, Mumbai-400001 |
47thAGM Ordinary Business |
| 2. | 28/09/2020 | Monday @ 3.00 P.M. |
VIDEO CONFERENCE (“VC”)/ OTHER AUDIOVISUAL MEANS (“OAVM”) |
48thAGM Ordinary and Special Business |
| 3. | 15/09/2021 | Wednesday @ 14:30 IST |
VIDEO CONFERENCE (“VC”)/ OTHER AUDIO VISUAL MEANS (“OAVM”) |
49thAGM Ordinary and Special Business |
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12. MEANS OF COMMUNICATION:
Pursuant to SEBI (LODR) Regulations, 2015, the Company is publishing its Notices, Unaudited / Audited Financial Results, and other events, if any, in the newspapers i.e Free Press Journal (in English) and Navshakti (in Marathi).
13. GENERAL INFORMATION FOR SHAREHOLDERS:
(a) ANNUAL GENERAL MEETING:
| Day | Tursday | |
|---|---|---|
| Date & Time | 15th September 2022, 14:30[IST] | |
| FINANCIAL CALENDAR: | ||
| Financial Results -Junequarter | On or before 14/08/2022 | |
| Financial Results - Septemberquarter | On or before 14/11/2022 | |
| Financial Results - Decemberquarter | On or before 14/02/2023 | |
| Audited Financial Results - Marchquarter &year end | On or before 30/05/2023 |
(b) FINANCIAL CALENDAR:
-
(c) DIVIDEND PAYMENT DATE : Not applicable, since no dividend is declared.
-
(d) LISTING ON STOCK EXCHANGES : BSE Limited, Mumbai [Fee paid for 2022-2023]
-
(e) STOCK CODE & (ISIN ) : 513117 [ISIN No. INE991A01020]
(f) MARKET SHARE PRICE DATA:
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MONTH HIGH LOW
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| MARKET SHARE PRICE DATA: | ||
|---|---|---|
| MONTH | HIGH | LOW |
| April-2021 | 1.98 | 1.67 |
| May- 2021 | 2.29 | 1.56 |
| June-2021 | 3.96 | 2.04 |
| July-2021 | 4.79 | 3.08 |
| August-2021 | 4.50 | 2.85 |
| September-2021 | 4.96 | 2.88 |
| October- 2021 | 6.31 | 4.25 |
| November-2021 | 7.82 | 4.28 |
| December-2021 | 8.46 | 5.50 |
| January-2022 | 10.93 | 7.30 |
| February- 2022 | 8.56 | 5.75 |
| March-2022 | 7.53 | 5.48 |
(g) PERFORMANCE IN COMPARISON TO BROAD – BASED INDICES:
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MONTH HIGH LOW
April-2021 50,375.77 47,204.50
May- 2021 52,013.22 48,028.07
June-2021 53,126.73 51,450.58
July-2021 53,290.81 51,802.73
August-2021 57,625.26 52,804.08
September-2021 60,412.32 57,263.90
October- 2021 62,245.43 58,551.14
November-2021 61,036.56 56,382.93
December-2021 59,203.37 55,132.68
January-2022 61,475.15 56,409.63
February- 2022 59,618.51 54,383.20
March- 2022 58,890.92 52,260.82
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(h) IN CASE SECURITIES ARE SUSPENDED FROM TRADING, REASON THEREOF:
Shares are listed/traded on the Bombay Stock Exchange (BSE Ltd.). Never suspended from trading since listed.
(i) REGISTRAR AND TRANSFER AGENTS (RTA):
M/s. Link Intime India Private Limited., C-101, 247 Park, L.B.S. Marg, Vikhroli (W), Mumbai– 400083, Maharashtra, (India), Tel. 022- 49186000, Fax No.022- 49186060: e-mail: [email protected] Web: www.linkintime.co.in
(j) SHARE TRANSFER SYSTEM:
The entire share transfer system is handled by the Registrar and Transfer Agents (“RTA”) of the Company at the address given above. The RTA is equipped with all required infrastructure required for share transfer both physical and electronic. The transfers received are processed by the RTA duly approved by the Share Transfer Executive Committee of the Company and dispatched within the stipulated period time as framed by the statutory.
(k) DISTRIBUTION OF SHAREHOLDING :
| SR. NO. |
DISTRIBUTION OF SHARES |
NUMBER OF SHAREHOLDERS |
% OF TOTAL SHAREHOLDERS |
NO. OF SHARES HELD |
% OF ISSUED CAPITAL |
|---|---|---|---|---|---|
| 1 | UP TO 100 | 13206 | 76.238 | 438554 | 3.048 |
| 2 | 101 - 200 | 1444 | 8.336 | 235179 | 1.635 |
| 3 | 201- 500 | 1238 | 7.147 | 457780 | 3.182 |
| 4 | 501 - 1000 | 620 | 3.579 | 533845 | 3.711 |
| 5 | 1001- 5000 | 611 | 3.527 | 1429278 | 9.934 |
| 6 | 5001 - 10000 | 117 | .675 | 883558 | 6.141 |
| 7 | 10001 -100000 | 79 | .456 | 1943521 | 13.509 |
| 8 | 100001 ABOVE | 7 | 0.040 | 8465497 | 58.840 |
| TOTAL | 17322 | 100.000 | 14387212 | 100.000 |
- (l) CATEGORY OF SHAREHOLDING PATTERN:
| Sr. No |
Category | DEMAT Securities |
DEMAT Holders |
Physical Securities |
Physical Holders |
Total Securities |
Total Value |
Percent |
|---|---|---|---|---|---|---|---|---|
| 1 | Body Corporate - Ltd LiabilityPartnership |
118 | 1 | 0 | 0 | 118 | 236 | 0.0008 |
| 2 | ClearingMembers | 3386 | 6 | 0 | 0 | 3386 | 6772 | 0.0235 |
| 3 | Corporate Bodies (Promoter Co) |
4947027 | 2 | 0 | 0 | 4947027 | 9894054 | 34.3849 |
| 4 | Hindu Undivided Family | 233279 | 161 | 320 | 5 | 233599 | 467198 | 1.6237 |
| 5 | Insurance Companies | 23949 | 1 | 0 | 0 | 23949 | 47898 | 0.1665 |
| 6 | Mutual Funds | 200 | 1 | 3640 | 5 | 3840 | 7680 | 0.0267 |
| 7 | Nationalised Banks | 40 | 1 | 0 | 0 | 40 | 80 | 0.0003 |
| 8 | Non Nationalised Banks | 25 | 1 | 25 | 1 | 50 | 100 | 0.0003 |
| 9 | Non Resident (Non Repatriable) |
22765 | 47 | 288 | 5 | 23053 | 46106 | 0.1602 |
| 10 | Non Resident Indians | 32099 | 46 | 32369 | 210 | 64468 | 128936 | 0.4481 |
| 11 | Other Bodies Corporate | 456228 | 63 | 12644 | 51 | 468872 | 937744 | 3.2589 |
| 12 | Promoters | 3237947 | 5 | 0 | 0 | 3237947 | 6475894 | 22.5057 |
| 13 | Public | 5008117 | 8263 | 367546 | 8675 | 5375663 | 10751326 | 37.3642 |
| 14 | Trusts | 5200 | 1 | 0 | 0 | 5200 | 10400 | 0.0361 |
| TOTAL | 13970380 | 8599 | 416832 | 8952 | 14387212 | 28774424 | 100 |
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(m) DEMATERIALIZATION OF SHARES AND LIQUIDITY:
The dematerialization of shares of the Company and its liquidities are as under:
| Shares | Physical | Physical | Dematerialized | Total |
|---|---|---|---|---|
| Number | 62,02,238 | 81,84,974 | 1,43,87,212 | |
| % to total | 43.11 | 56.89 | 100.00 | |
| Promoters | Public | Promoters | Public | |
| Number | 0 | 4,17,012 | 81,84,974 | 57,85,226 |
| % to form | 0.00 | 6.72 | 100.00 | 70.68 |
| % form to Total | 0.00 | 2.90 | 56.89 | 40.21 |
- (n) OUTSTANDING GDRS / ADRS / WARRANTS OR ANY CONVERTIBLE INSTRUMENTS / CONVERSION AND DATE LIKELY TO IMPACT ON EQUITY:
There is no outstanding,
(o) COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:
Not applicable.
(p) PLANT LOCATIONS:
The Company does not have any plant.
(q) CORRESPONDENCE ADDRESS:
REGISTERED OFFICE OF THE COMPANY:
M/s. Amforge Industries Limited, 1118, Dalamal Tower, 11th Floor, Free Press Journal Marg, Nariman Point, Mumbai–400021. Tele. 022-22828933/.49637707 / 49635404 Email: [email protected] website: www. amforgeindia.in.
REGISTRAR & TRANSFER AGENTS::
M/s. Link Intime India Private Limited, C-101, 247 Park, L.B.S. Marg, Vikhroli (W), Mumbai–400083, Maharashtra, (India), Tel.No. 02249186000, Fax No.02249186060: email: rnt.helpdesk@ linkintime.co.in, website: www.linkintime.co.in
14. OTHER DISCLOSURES:
- (a) DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS THAT MAY HAVE POTENTIAL CONFLICT WITH THE INTERESTS OF THE COMPANY AT LARGE:
During the financial year under review, there were no materially significant related party transactions with the Promoters, Directors, etc. that may have potential conflict with the interests of the Company, at large.
- (b) DETAILS OF NON-COMPLIANCE BY THE COMPANY, PENALTIES, STRICTURES IMPOSED BY STOCK EXCHANGE(S), SEBI OR ANY STATUTORY AUTHORITY, ON ANY MATTER RELATED TO CAPITAL MARKETS, DURING THE LAST THREE YEARS:
There has been no instance of non-compliance by the Company on any matter related to capital markets during the last three years and hence no penalties imposed neither by Stock Exchanges, Securities and Exchange Board of India or any other Statutory Authorities.
- (c) DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM, WHISTLE BLOWER POLICY AND AFFIRMATION THAT NO PERSONNEL HAVE BEEN DENIED ACCESS TO THE AUDIT COMMITTEE:
The Company has adopted Whistle Blower Policy pursuant to the Companies Act, 2013, and SEBI (LODR) Regulations, 2015,
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(d) DETAILS OF COMPLIANCE WITH MANDATORY / ADOPTION OF THE NON-MANDATORY REQUIREMENTS:
- The Company has complied with all the mandatory requirements of Schedule V of the LODR.
(e) WEB LINK WHERE POLICY FOR DETERMINING ‘MATERIAL’ SUBSIDIARIES:
-
The Company does not have subsidiaries.
-
(f) WEB LINK WHERE POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS:
-
http://www.amforgeindia.in
-
(g) DISCLOSURE OF COMMODITY PRICE RISKS AND COMMODITY HEDGING ACTIVITIES :
-
Not applicable.
-
(h) RISK MANAGEMENT :
-
Not applicable.
-
(i) RECONCILIATION OF SHARE CAPITAL AUDIT:
Pursuant to Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, listed companies are required to submit a Reconciliation of Share Capital Audit Report on a quarterly basis to the stock exchanges duly audited by a qualified Chartered Accountant or a Practicing Company Secretary for Share Capital held in Depositories and in physical form with the issued / listed capital of the Company.
A qualified Practicing Company Secretary is issuing the said audit report on a quarterly basis.
15. NON-COMPLIANCE OF ANY REQUIREMENT OF CORPORATE GOVERNANCE REPORT OF SUBPARAS (2) TO (10) ABOVE, WITH REASONS THEREOF:
The Company has complied with all the requirements of the Corporate Governance Report of sub-paras (2) to (10) of the Schedule - V of the Listing Regulations.
16. COMPLIANCE WITH MANDATORY / NON-MANDATORY REQUIREMENTS:
The Company has adopted following non-mandatory requirements as specified in Part-E of Schedule II of the SEBI (LODR) Regulations, 2015.
a) SHAREHOLDERS RIGHTS:
The Company is publishing Notices, Financial Results and other events in the newspapers viz. Navshakti (in Marathi) and Free Press Journal (in English). The shares are listed/traded on the BSE Limited, Mumbai and uploading the same on the websites of the Company, and on BSE.
The Company is providing electronic voting facilities to its shareholders.
b) MODIFIED OPINION(S) IN AUDIT REPORT:
During the year, under review, there was no audit qualification in the Auditor’s Report on the Company’s Financial Statements.
c) REPORTING OF INTERNAL AUDITOR:
Internal Auditor directly reports to the Audit Committee.
17. DISCLOSURES OF COMPLIANCE WITH CORPORATE GOVERNANCE PURSUANT TO REGULATION 17 TO 27 AND CLAUSES (b) TO (i) OF SUB - REGULATION (2) OF REGULATION 46 OF SEBI (LODR), REGULATIONS, 2015:
a) NON- APPLICABILITY - CORPORATE GOVERNANCE:
Pursuant to SEBI (LODR) Regulations 17, 17A,18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses [b] to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crores, as on the last day of the previous financial year
Further, as per Regulation 15 of SEBI (LODR) Regulations, 2015, the Corporate Governance Report is not applicable since the company’s paid-up share capital and Net worth are less than prescribed in the Regulation, as on the last day of the previous financial year.
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b) NON-APPLICABILITY - DISCLOSURE ON RELATED PARTY TRANSACTIONS:
Pursuant to Regulation 23(9) of SEBI (LODR), Regulations, 2015, listed entity is required to submit a disclosure on Related Party transactions to the Stock Exchange within 30 days from the date of publication of its standalone and consolidated financial results for the half year in respect of the listed entity having paid up equity share capital not exceeding rupees ten crores and net worth not exceeding rupees twenty five crores, as on the last day of the previous financial year.
Further, as per Regulation 15 of SEBI (LODR) Regulations, 2015, the disclosure of related party transaction is not applicable since the company’s paid-up share capital and Net worth is less than prescribed in the regulation, as on the last day of the financial year
c) NON-APPLICABILITY - SEBI CIRCULAR NO. SEBI/HO/DDHS/CIR/P/2018/144 DATED 26/11/2018.
The circular is regarding fundraising by the issuance of the debt securities as Large Corporate. The Company does not fall under ‘Large Corporate category” as per the framework provided in the circular. The Company has not raised any debt securities.
18. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES:
The Company has formulated, adopted and implemented a Code of Conduct for prevention of the insider trading in the shares of the Company pursuant to provisions of SEBI (Prohibition of Insider Trading) Regulations. This code applies to senior management, employees, Directors, relatives, etc. while in possession of unpublished price sensitive information in relation to the Company.
19. CODES OF CONDUCT:
A Code of Conduct has been prescribed for all senior management personnel and directors to ensure adherence to high ethical professional conduct by them in the discharge of their duties. The Directors have given annual confirmation of adherence to the Code of Conduct.
For and on behalf of the Board of Directors AMFORGE INDUSTRIES LIMITED
Hudson D ’costa Managing Director DIN: 07893177
Place: Mumbai Date: 05/08/2022
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ANNEXURE –“C”
COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE
To
The Members of Amforge Industries Limited
I have examined the compliance of conditions of Corporate Governance by Amforge Industries Limited for the year ended on 31/03/2022, pursuant to Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 ("the LODR").
The compliance of conditions of Corporate Governance is the responsibility of the management. My examination was carried out in accordance with the guidance note on certification of Corporate Governance, issued by the Institute of Company Secretaries of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has complied with the conditions of Corporate Governance, as stipulated in the LODR 2015.
I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Sandeep Dubey & Associates (Practicing Company Secretaries)
CS Sandeep Dubey Partner ACS No.: 47940 COP No.: 17902 UDIN: A047940D000671233
Place: Mumbai Date: July 23, 2022
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Independent Auditor’s Report
To the Members of Amforge Industries Limited Report on the audit financial statements:
Opinion
We have audited the accompanying financial statements of Amforge Industries Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2022, Statement of Profit and Loss (including other comprehensive income), Statement of Cash Flows, and Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended (“Ind AS”) and the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, its profit, total comprehensive income, and its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.
Key Audit Matter
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The auditor determines that there is no Key Audit Matter during the year.
Information other than the Ind AS Financial Statements and Auditor’s Report thereon
The other information comprises the information included in the Annual Report but does not include Ind AS financial statements and our auditor’s report thereon. The Annual Report is expected to be made available to us after the date of this auditor’s report. Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income and cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation, and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concerned, and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the company’s financial reporting process.
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Auditors’ Responsibilities for the Audit of the Ind AS Financial Statements:
Our objectives are to obtain reasonable assurance about whether the Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatements of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.
-
Evaluate the appropriateness of the accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Evaluate the appropriateness of the accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of the management’s use of going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and the content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements:
-
As required by the Companies (Auditor’s Report) Order,2020 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act,2013, we give in the Annexure ‘B’ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
-
2 As required by section 143(3) of the Act, we report that:
-
(a) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.
-
(b) In our opinion, the Company has kept proper books of account as required by law as far as it appears from our examination of those books.
-
(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash
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Flow Statement, and the Statement of Changes in Equity dealt with by this Report are in agreement with books of account.
-
(d) In our opinion, previously mentioned financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.
-
(e) On the basis of written representations received from the directors as on 31[st] March 2022, taken on record by the Board of Directors, none of the directors is disqualified as on 31[st] March 2022, from being appointed as a director in terms of Section 164(2) of the Act.
-
(f) With respect to the adequacy of internal financial controls over financial reporting of the Company, and the operating effectiveness of such controls, refer to our separate report in “Annexure B”.
-
3 With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
-
a) The Company has disclosed the impact of pending litigations on its financial position vide Note 18.1 in its financial statements.
-
b) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.
-
c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
-
d) (i) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
-
directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or
-
provide any guarantee, security, or the like to or on behalf of the Ultimate Beneficiaries; and
-
-
(ii) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:
-
directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or
-
provide any guarantee, security, or the like from or on behalf of the Ultimate Beneficiaries; and
-
-
(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to the notice that has caused us to believe that the representations under sub-clause (d)(i) and (d)(ii) contain any material misstatement; and
-
(e) The Company has not declared or paid any dividend during the year.
-
With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act, which is required to be commented upon by us.
For J Singh & Associates Chartered Accountants (Firm Registration. No. 110266W)
CA. S. P. Dixit (Partner)
Membership No.: 041179 UDIN: .21044479AAAADR7398
Place: Mumbai Dated: 27[th ] May 2022
32
Amforge Industries Limited
Annual Report 2021-22
==> picture [34 x 30] intentionally omitted <==
Annexure “A” to the Independent Auditors’ Report
(The Annexure referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
-
a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situations of Property, Plant, and Equipment.
- (B) The company has maintained proper records showing full particulars of intangible assets during the year.
-
b) The Company has a regular program of physical verification of its property, plant, and equipment by which all property, plant, and equipment are verified in a phased manner, over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, the Management during the year physically verified certain property, plants, and equipment. According to the information and explanations given to us, no material discrepancies were noticed during such verification.
-
c) According to the information and explanations given to us and the records examined by us including registered title deeds, we report that, the title deeds, comprising all the immovable properties of the Company are held in the name of the Company except in case of
| Description of property |
Gross carrying value (Rs. in 000) |
Held in the name of |
Whether promoter, director or their relative or employee |
Period held | Reason for not being held in the name of the Company |
|---|---|---|---|---|---|
| Building | Rs. 458 | (i) R S Chauhan (ii) A G Patil (iii) A G Rane |
No | 25 years | Pending Litigation |
-
d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.
-
e) According to the information and explanations given to us and the records examined by us, no proceedings have been initiated or are pending against the company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2006) and rules made thereunder.
-
(a) The nature of the business of the Company does not require it to have any inventory. Hence, the requirement of clause (ii) of paragraph 3 of the said Order does not apply to the Company.
-
(b ) the company has not availed/taken any working capital limits from banks/financial institutions during the year on the basis the of security of current assets.
-
The Company has not provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties during the year, and hence sub-clauses iii (a), (d), (e), (f) under clause (iii) of the Order are not applicable.
-
(a) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the deposits made and the terms and conditions of the grant of secured and unsecured loans are, prima facie, not prejudicial to the interest of the Company.
-
(b) In respect of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated and the repayments of principal amounts and receipts of interest are regular as per stipulation.
-
(iv) In our opinion and according to information and explanations are given to us, the Company has complied with provisions of Section 185 and 186 of the Act in respect of grant of loans, making investments, and providing guarantees and securities, as applicable.
-
In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public in accordance with the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
33
Amforge Industries Limited
Annual Report 2021-22
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-
In our opinion and according to the information, and explanations are given to us, it has been explained to us that the maintenance of cost records has not been prescribed under section 148(1) of the Companies Act, 2013.
-
a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues have been subsumed into Goods and Services Tax.
-
According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues, including Goods and Service Tax, Provident Fund, Employees’ State Insurance, Income-Tax, Duty of Customs, Cess and other statutory dues have been regularly deposited by the Company with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of Goods and Services Tax, Provident Fund, Employees’ State Insurance, Income-tax, Duty of Customs, Cess and other statutory dues were in arrears as at 31st March, 2022 for a period of more than six months from the date they became payable.
- b) According to the information and explanations given to us, there were no dues of Income Tax, sales Tax, service Tax, duty of Customs and duty of excise or value added tax or goods and service Tax except dues of sales tax & excise duty which have not been deposited as at 31st March, 2022 on account of any disputes are given below:
| Name of the statute |
Nature of dues |
Period to which the amount relates |
Forum where the dispute is pending |
Amt. in Rs.000’s |
|---|---|---|---|---|
| Central Excise Act, 1944 |
Excise Duty |
F.Y. 2003-04 | CESTAT Mumbai Asst./ Addl./Joint Commissioner of Central Excise |
46,524/- |
| Central Sales Tax Act,1956 |
Sales Tax | F.Y. 2005-06 | Joint Commissioner of State Tax Appeals, Pune |
3,126/- |
| Value Added Tax Act, 2002 |
Sales Tax | F.Y. 2005-06 | Joint Commissioner of State Tax–Appeals, Pune |
10,041/- |
-
According to the records of the Company examined by us and as per the information and explanations given to us, there were no unrecorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).
-
(a) According to the records of the Company examined by us and as per the information and explanations given to us, the Company has not defaulted in repayment of loan or other borrowings or in the payment of interest thereon to any lender during the year.
-
(b) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
-
(c) The Company has not taken any term loan during the year and there are no unutilised term loans at the beginning of the year and hence, reporting under clause (ix)(c) of the Order is not applicable.
-
(d) On an overall examination of the Financial Statements of the Company, funds raised on short-term basis have, prima facie, not been utilised during the year for long-term purposes by the Company.
-
(e) The Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or associates during the year and hence, reporting under clause (ix)(e) of the Order is not applicable.
-
(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries or associate companies.
-
(a) According to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable to the Company.
-
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable to the Company.
34
Amforge Industries Limited
Annual Report 2021-22
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- (a) To the best of our knowledge and according to the information and explanations given to us and based on audit procedures performed, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.
(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
-
(c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing and extent of our audit procedures.10. According to the information and explanations are given to us, the Company is not a Nidhi Company as prescribed under section 406 of the Act. Accordingly, reporting under clause (xii) of the Order is not applicable to the Company.
-
According to the information and explanations given to us, the Company is not a Nidhi Company as prescribed under section 406 of the Act. Accordingly, reporting under clause (xii) of the Order is not applicable to the Company.
-
To the best of our knowledge and according to the information and explanations given to us, all transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the financial statements as required by the applicable Accounting Standards.
-
(a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
(b) We have considered the internal audit reports of the Company issued till date for the period under audit.
-
To the best of our knowledge and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company during the year.
-
(a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable to the Company.
-
(b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable to the Company.
-
(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable to the Company.
-
(d) According to the information and explanations provided to us during the course of audit, the Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) does not have any CIC.
-
The Company has not incurred cash losses in the current and in the immediately preceding financial year.
-
There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable to the Company.
-
On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditor’s knowledge of the Board of Directors and management plans, the auditor is of the opinion that no material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.
-
To the best of our knowledge and according to the information and explanations given to us, the provisions of Section 135 of the Act are not applicable to the company.
For J Singh & Associates Chartered Accountants (Firm Registration. No. 110266W)
CA. S. P. Dixit (Partner) Membership No.: 041179. UDIN: .21044479AAAADR7398
Place: Mumbai Date:27[th] May 2022
35
Amforge Industries Limited
Annual Report 2021-22
==> picture [33 x 30] intentionally omitted <==
Annexure “B” to the Independent Auditors’ Report
(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”).
We have audited the internal financial controls over financial reporting of Amforge Industries Limited (“the Company”) as of 31st March, 2022 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of the management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
36
Amforge Industries Limited
Annual Report 2021-22
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Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2022, based on the criteria for internal financial controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.
For J Singh& Associates (Firm Registration. No. 110266W)
CA. S. P. Dixit Partner Membership No. : 041179. UDIN: .21044479AAAADR7398
Place: Mumbai Date: 27[th] May, 2022
37
Amforge Industries Limited
Annual Report 2021-22
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BALANCE SHEET AS AT 31ST MARCH
| Amforge Industries Limited Annual Report 2021-22 BALANCE SHEET AS AT 31ST MARCH |
Amforge Industries Limited Annual Report 2021-22 BALANCE SHEET AS AT 31ST MARCH |
Amforge Industries Limited Annual Report 2021-22 BALANCE SHEET AS AT 31ST MARCH |
Amforge Industries Limited Annual Report 2021-22 BALANCE SHEET AS AT 31ST MARCH |
|
|---|---|---|---|---|
| (Rs. 000’s) | ||||
| PARTICULARS | NOTE | 2022 | 2021 | |
| I. | ASSETS | |||
| 1. Non-Current Assets | ||||
| (i)Property,Plant and Equipment | 1 | 10,578.38 | 14,862.54 | |
| (ii)Other Intangible Assets | 1 | 12.47 | 12.47 | |
| (iii)Investments | 2 | 35,072.00 | 35,072.00 | |
| (iv)Other Non- current assets | 3 | 129,707.29 | 119,185.16 | |
| 175,370.14 | 169,132.17 | |||
| 2. Current Assets | ||||
| (i)Financial Assets | ||||
| Cash and Cash Equivalents | 4 | 8,208.39 | 11,903.77 | |
| (ii)Other current assets | ||||
| Deferred Tax Assets | 5 | 2,549.01 | - | |
| 10,757.40 | 11,903.77 | |||
| TOTAL ASSETS | 186,127.54 | 181,035.94 | ||
| II. | EQUITY AND LIABILITIES | |||
| (1) Equity | ||||
| (a)EquityShare capital | 6 | 28,774.42 | 28,774.42 | |
| (b)Other Equity | 7 | 94,182.49 | 77,967.51 | |
| 122,956.92 | 106,741.93 | |||
| (2) Liabilities | ||||
| Non Current Liabilities | ||||
| (i)Financial Liabilities | ||||
| Borrowings | 8 | 18,217.28 | 23,980.90 | |
| (ii)Other Current Liabilities | 9 | 28,512.96 | 25,984.18 | |
| (iii)Deferred Tax Liability | 10 | - | 8,623.00 | |
| 46,730.24 | 58,588.08 | |||
| (3) Current Liabilities | ||||
| (i)Financial Liabilities | ||||
| Tradepayables | 11 | 1,071.45 | 1,501.46 | |
| (ii)Provisions | 12 | 15,368.93 | 14,204.46 | |
| 16,440.38 | 15,705.92 | |||
| TOTAL EQUITY AND LIABILITIES | 186,127.54 | 181,035.93 | ||
| Signifcant AccountingPolicies | 18 | |||
Notes to the Financial Statements |
19-24 | |||
| As per our report of even date On behalf of the Board of Directors For J Singh & Associates Amforge Industries Limited Chartered Accountants (Firm Regn No. : 110266W) |
S. P. Dixit Partner Membership No. 041179 UDIN: 21044479AAAADR7398
Puneet Makar Hudson D'costa Managing Director Director DIN-00364000 DIN:07893177 Kinshuk Tiwari Jayesh Thakkar Company Secretary Chief Financial Officer ACS-43182
Place: Mumbai Date: 27th May, 2022
Place: Mumbai Date: 27th May, 2022
38
Amforge Industries Limited
Annual Report 2021-22
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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH
| (Rs. 000’s) | (Rs. 000’s) | (Rs. 000’s) | (Rs. 000’s) | |
|---|---|---|---|---|
| PARTICULARS | NOTE | 2022 | 2021 | |
| I. | Revenue from Operations | |||
| II | Other Income | 13 | 27,037.45 | 28,032.62 |
| III | Total Revenue | 27,037.45 | 28,032.62 | |
| IV | Expenses: | |||
| Employee benefts expenses | 14 | 2,379.49 | 2,199.45 | |
| Finance Costs | 15 | 2,768.05 | 5,119.95 | |
| Depreciation | 1 | 4,372.49 | 4,680.03 | |
| Other Expenses | 16 | 11,605.45 | 12,690.35 | |
| Total Expenses | 21,125.47 | 24,689.78 | ||
| V | Proft /(Loss) Before Exceptional items (III- IV) | 5,911.98 | 3,342.84 | |
| VI | Exceptional items | - | - | |
| VII | Proft before extraordinary items and tax (V+VI) | 5,911.98 | 3,342.84 | |
| VIII | Extraordinary items | - | - | |
| VI | Proft / (Loss) before Tax | 5,911.98 | 3,342.84 | |
| VII | Tax Expense | |||
| 1) Current Tax | 869.00 | 575.00 | ||
| 2) Deferred Tax | (11,172.00) | (454.00) | ||
| VIII | Proft / (Loss) for the year (VI - VII) | 16,214.98 | 3,221.84 | |
| IX | Earnings per Equity share (Face value Rs.2) | 17 | ||
| Basic & Diluted | 1.13 | 0.22 | ||
| Signifcant Accounting Policies | 18 | |||
| Notes forming part of Financials Statement | 19-24 |
As per our report of even date For J Singh & Associates Chartered Accountants (Firm Regn No. : 110266W)
On behalf of the Board of Directors Amforge Industries Limited
Puneet Makar Managing Director DIN-00364000
Hudson D'costa Director DIN:07893177
S. P. Dixit Partner Membership No. 041179 UDIN: 21044479AAAADR7398
Kinshuk Tiwari Company Secretary ACS-43182
Jayesh Thakkar Chief Financial Officer
Place: Mumbai Date: 27th May, 2022
Place: Mumbai Date: 27th May, 2022
39
Amforge Industries Limited
Annual Report 2021-22
==> picture [33 x 30] intentionally omitted <==
CASH FLOW FOR THE YEAR ENDED 31ST MARCH
| Amforge Industries Limited Annual Report 2021-22 CASH FLOW FOR THE YEAR ENDED 31ST MARCH |
Amforge Industries Limited Annual Report 2021-22 CASH FLOW FOR THE YEAR ENDED 31ST MARCH |
Amforge Industries Limited Annual Report 2021-22 CASH FLOW FOR THE YEAR ENDED 31ST MARCH |
|---|---|---|
| (Rs. 000’s) | ||
| PARTICULARS | 2022 | 2021 |
| CASH FLOW FROM OPERATING ACTIVITIES |
||
| Proft / (Loss) beforeTaxandExceptional items | 59.12 | 33.43 |
| Adjustments : | 0.00 | 0.00 |
| Depreciation | 43.72 | 46.80 |
| Interest on Borrowings | 27.68 | 51.20 |
| Interest /Dividends (Net) |
(149.68) | (147.56) |
| (Proft) /Loss onsale ofassets (Net) |
0.00 | 0.00 |
| (Proft) /Loss onsale of investments(Net) | 0.00 | 6.33 |
| Rent Received/Other Income | (120.69) | (112.51) |
| Exceptional Item | 0.00 | 0.00 |
| Provision forWealth-tax&Income-tax | (8.69) | (5.75) |
| (207.66) | (161.50) | |
| OperatingProft / ( Loss) before Working Capitalchanges | (148.54) | (128.07) |
| Adjustmentsfor: | 0.00 | 0.00 |
| Trade and Other receivables | 15.03 | (9.99) |
| Trade and Otherpayables | 32.63 | 50.42 |
| 47.66 | 40.43 | |
| CashgeneratedfromOperations | (100.88) | (87.64) |
| DirectTaxes /TDS | (25.25) | (20.25) |
| (25.25) | (20.25) | |
| Net CashgeneratedinOperating activities (A) | (126.13) | (107.89) |
| CASH FLOW FROM INVESTING ACTIVITIES | ||
| Purchase of FixedAssets | (0.88) | 0.00 |
| Purchase / (Sale) of Investments (Net) | 0.00 | 100.00 |
| Intercorporate deposits | (95.00) | 85.00 |
| Interest /Dividends Received (Net) | 149.68 | 147.56 |
| Rent Other Income Received (Net) | 120.69 | 112.51 |
| Net Cash from InvestmentActivity (B) | 174.49 | 445.08 |
| CASH FLOW FROM FINANCING ACTIVITIES | 0.00 | 0.00 |
| Received / (Repaid)-SecuredLoans | (0.32) | (0.29) |
| Received / (Repaid)-UnsecuredLoans | (57.32) | (211.23) |
| Interest on Borrowings | (27.68) | (51.20) |
| Cash from FinancingActivity (C) | (85.32) | (262.72) |
| Net Increase /(Decrease) inCash and Cash Equivalents (A+B+C) | (36.95) | 74.47 |
| Cash or Cash Equivalents as on 01/04/2021(Opening Balance) | 119.04 | 44.57 |
| Cash or Cash Equivalents as on 31/03/2022(Closing Balance) | 82.08 | 119.04 |
| Net Increase /(Decrease) in Cash and cash Equivalents | (36.95) | 74.47 |
| As per our report of even date On behalf of the Board of Directors For J Singh & Associates Amforge Industries Limited Chartered Accountants (Firm Regn No. : 110266W) |
Puneet Makar Hudson D'costa Managing Director Director DIN-00364000 DIN:07893177
S. P. Dixit Partner Membership No. 041179 UDIN: 21044479AAAADR7398
Kinshuk Tiwari Company Secretary ACS-43182
Jayesh Thakkar Chief Financial Officer
Place: Mumbai Date: 27th May, 2022
Place: Mumbai Date: 27th May, 2022
40
Amforge Industries Limited
Annual Report 2021-22
==> picture [34 x 30] intentionally omitted <==
| NET CARRYING VALUE | Balance as at 31/03/2021 |
35,465.21 | 132.89 | 11,616.60 | 1,936.64 | 86.79 | 49,238.13 | 12.47 | 12.47 | 49,250.60 | 53,930.64 | 1 Buildings include Rs. 0.5 thousand being cost of shares in Co-operative Housing Societies. 2. Buildings include three ownership fats, the possession of which is under dispute. 3. Vehicles include Rs. 16533.55 thousand purchased on loan against hypothecation of such assets (Previous Year Rs. 16533.55 thousand). |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at 31/03/2022 |
458.06 | 132.89 | 9,059.47 | 789.79 | 138.18 | 10,578.38 | 12.47 | 12.47 | 10,590.85 | 14,875.01 | ||||
| DEPRECIATION / AMORTIZATION | Up to 31/03/2022 |
233.72 | 3,447.45 | 16,531.74 | 28,174.53 | 851.52 | 49,238.95 | 254.78 | 254.78 | 49,493.73 | 45,121.23 | |||
| On deletions / Adjustment |
11,268.18 | 11,268.18 | - | 11,268.18 | 11,268.18 | |||||||||
| Depreciation charge for the year |
631.55 | - | 2,557.14 | 1,146.84 | 36.96 | 4,372.49 | - | - | 4,372.49 | 4,680.03 | ||||
| Up to 31/03/2021 |
10,870.35 | 3,447.45 | 13,974.60 | 27,027.68 | 814.56 | 56,134.64 | 254.78 | 254.78 | 56,389.42 | 51,709.38 | ||||
| GROSS CARRYING VALUE | Balance as at 31/03/2022 |
691.78 | 3,580.34 | 25,591.20 | 28,964.32 | 989.70 | 59,817.33 | 267.25 | 267.25 | 60,084.58 | 59,996.24 | |||
| Deletions | 45,643.78 | 45,643.78 | - | 45,643.78 | 45,643.78 | |||||||||
| Additions | - | 88.35 | 88.35 | - | 88.35 | - | ||||||||
| Balance as at 01/04 2021 |
46,335.56 | 3,580.34 | 25,591.20 | 28,964.32 | 901.35 | 105,372.77 | 267.25 | 267.25 | 105,640.02 | 105,640.02 | ||||
| PARTICULARS | TANGIBLE ASSETS | Buildings | Ofce equipment's | Vehicles | Furniture and fxtures | Data processing equipment's |
SUB-TOTAL (A) | INTANGIBLE ASSETS | Computer sofware (Acquired) |
SUB TOTAL (B) | TOTAL (A) + (B) | PREVIOUS YEAR | ||
| A | B |
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Note 2 : Investments
| Note 2 : Investments | Note 2 : Investments | Note 2 : Investments |
|---|---|---|
| (Rs. 000’s) | ||
| AS AT 31ST MARCH | 2022 | 2021 |
| Investment Properties (valued at cost unless stated otherwise) | ||
| Investments in Premises: (Net Value) | 34,375.60 | 34,375.60 |
| Quoted equity instruments - Fully paid up : | ||
| 800 (800) Shares of Rs. 10/- each [Firth (India) Steels Ltd] | 11.75 | 11.75 |
| 6362 (5302) Shares of Rs. 1/- each [Indian Hotels Co. Ltd] | 636.57 | 636.57 |
| 836 (105836) Shares of Rs. 10/- each [Mahindra CIE Automotive Ltd] | 48.08 | 48.08 |
| TOTAL | 35,072.00 | 35,072.00 |
| PARTICULARS | 2022 | 2021 |
| Aggregate amount of quoted investments | 696.40 | 696.40 |
| Aggregate market value of listed and quoted investments | 1661.13 | 840.77 |
| Aggregate amount of unquoted investments | 34,375.60 | 34,375.60 |
Note 3 : Other Non Current Assets
(Rs. 000’s)
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Considered in good 2022 2021
A. Security Deposits 1,834.62 1,834.62
B. Loans to Employees
- Other advances to employees 393.35 634.61
C. Advance payment of taxes 24,735.50 22,210.62
D. Loans and Advances to others
- intercorporate deposit (secured) 94,400.00 84,900.00
E. Other current advances 8,343.83 9,605.31
TOTAL 129,707.29 119,185.16
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Inter Corporate Deposit is secured against Bank Guarantee
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Note 4 : Cash and Cash Equivalents
| Note 4 : Cash and Cash Equivalents | Note 4 : Cash and Cash Equivalents | Note 4 : Cash and Cash Equivalents |
|---|---|---|
| (Rs. 000’s) | ||
| AS AT 31ST MARCH | 2022 | 2021 |
| A. Cash on hand | 78.40 | 83.92 |
| B. Balances with banks | ||
| -in current accounts | 8,108.35 | 11,798.21 |
| -in Margin Money Deposits | 21.64 | 21.64 |
| TOTAL | 8,208.39 | 11,903.77 |
Note 5 : Other Non Current Assets
| TOTAL 8,208.39 11,903.77 Note 5 : Other Non Current Assets |
TOTAL 8,208.39 11,903.77 Note 5 : Other Non Current Assets |
TOTAL 8,208.39 11,903.77 Note 5 : Other Non Current Assets |
|---|---|---|
| (Rs. 000’s) | ||
| AS AT 31ST MARCH | 2022 | 2021 |
| Deferred tax Assets: | ||
| - On diference between book balance and tax balance of Fixed Assets | 2,549.00 | - |
| Total other current assets | 2,549.00 | - |
| Note 6: Equity Share capital |
(A) Authorised, Issued, Subscribed and Paid up Share Capital
(Rs. 000’s)
| (Rs. 000’s) | (Rs. 000’s) | |||
|---|---|---|---|---|
| AS AT 31ST MARCH | 2022 | 2021 | ||
| Number | Rs. 000's | Number | Rs. 000's | |
| Authorised | ||||
| Equity shares of Rs. 2/- each | 98,750,000 | 197,500.00 | 98,750,000 | 197,500.00 |
| 15% Redeemable Cumulative Preference Shares of Rs.100/-each |
25,000 | 2,500.00 | 25,000 | 2,500.00 |
| TOTAL | 200,000.00 | 200,000.00 | ||
| Issued Subscribed & Paid up | ||||
| Equity Shares of Rs. 2/- each fully paid up | 14,387,212 | 28,774.42 | 14,387,212 | 28,774.42 |
| TOTAL SHARE CAPITAL | 14,387,212 | 28,774.42 | 14,387,212 | 28,774.42 |
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(B) Reconciliation of the number of shares outstanding at the beginning and at the end of the year :
| (Rs. 000’s) | (Rs. 000’s) | (Rs. 000’s) | (Rs. 000’s) | |
|---|---|---|---|---|
| AS AT 31ST MARCH | 2022 | 2021 | ||
| Number | Rs. 000's | Number | Rs. 000's | |
| Outstanding at the beginning of the year | 14,387,212 | 28,774.42 | 14,387,212 | 28,774.42 |
| Issued during the year | - | - | - | - |
| Shares buy back during the year | - | - | - | - |
| Outstanding at the end of the year | 14,387,212 | 28,774.42 | 14,387,212 | 28,774.42 |
(C) Shareholders holding more than 5% equity shares of the Company:
| (Rs. 000’s) | (Rs. 000’s) | (Rs. 000’s) | (Rs. 000’s) | |
|---|---|---|---|---|
| AS AT 31ST MARCH | 2022 | 2021 | ||
| No. of Shares held |
Holding % | No. of Shares held |
Holding % | |
| Viniyog Investment and Trading Company Private Limited |
2,739,880 | 19.04 | 2,739,880 | 19.04 |
| Nainesh Trading and Consultancy LLP | 2,680,245 | 18.63 | 2,680,245 | 18.63 |
| Mr. Puneet Makar | 2,513,219 | 17.47 | 2,513,219 | 17.47 |
| TOTAL | 7,933,344 | 55.14 | 7,933,344 | 55.14 |
Rights, preferences and restriction attached to shares
Equity Shares :
The Company has one class of equity shares having at par value of Rs. 2/- per equity share held.
Each shareholder is eligible for one vote per share.
If any dividend is proposed by the Board of Directors, then the same is subject to approval of the shareholders in the ensuing Annual General Meeting except in the case of interim dividend.
In the unlikely event of the liquidation of the Company, the equity shareholders are eligible to receive the residual value of assets of the Company, if any, after all secured and unsecured creditors of the Company are paid off, in proportion of their shareholding in the Company.
Note 7: Other Equity
| Note 7: Other Equity | Note 7: Other Equity | Note 7: Other Equity |
|---|---|---|
| (Rs. 000’s) | ||
| AS AT 31ST MARCH | 2022 | 2021 |
| A. Capital Reserve | ||
| Balance at the beginning and at the end of the year | 1,626.13 | 1,626.13 |
| B. General Reserve | ||
| Balance at the beginning of the year | 430,267.06 | 430,267.06 |
| Balance at the end of the year | 430,267.06 | 430,267.06 |
| C. Securities premium | ||
| Balance at the beginning and at the end of the year | 183,194.90 | 183,194.90 |
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(Rs. 000’s)
| (Rs. 000’s) | ||
|---|---|---|
| AS AT 31ST MARCH | ||
| D. Surplus / (Defcit) in the Statement of Proft and Loss | ||
| Balance at the beginning of the year | (537,120.58) | (540,342.42) |
| Add: Proft / (Loss) for the year | 16,214.98 | 3,221.84 |
| Balance at the end of the year | (520,905.60) | (537,120.58) |
| TOTAL | 94,182.49 | 77,967.51 |
Note 8 : Borrowings Non Current - Liabilities
| TOTAL 94,182.49 77,967.51 Note 8 : Borrowings Non Current - Liabilities |
TOTAL 94,182.49 77,967.51 Note 8 : Borrowings Non Current - Liabilities |
TOTAL 94,182.49 77,967.51 Note 8 : Borrowings Non Current - Liabilities |
|---|---|---|
| (Rs. 000’s) | ||
| AS AT 31ST MARCH | 2022 | 2021 |
| Secured | ||
| - Long Term Maturities Finance Lease Obligations | 1,117.28 | 4,280.90 |
| Unsecured | ||
| -Inter Corporate Deposit from related parties | 17,100.00 | 19,700.00 |
| TOTAL | 18,217.28 | 23,980.90 |
| Finance Lease Obligations are secured by exclusive hypothecation of respective vehicles. |
Note 9 : Other Current Liabilities
| TOTAL 18,217.28 23,980.90 Finance Lease Obligations are secured by exclusive hypothecation of respective vehicles. Note 9 : Other Current Liabilities |
TOTAL 18,217.28 23,980.90 Finance Lease Obligations are secured by exclusive hypothecation of respective vehicles. Note 9 : Other Current Liabilities |
TOTAL 18,217.28 23,980.90 Finance Lease Obligations are secured by exclusive hypothecation of respective vehicles. Note 9 : Other Current Liabilities |
|---|---|---|
| (Rs. 000’s) | ||
| AS AT 31ST MARCH | 2022 | 2021 |
| Statutory dues | 729.33 | 996.27 |
| Current Maturities of Finance Lease Obligations | 3,163.62 | 2,899.49 |
| Interest accrued & due on borrowings | 14,248.11 | 12,305.03 |
| Security Deposit received | 6,027.00 | 6,427.00 |
| Income received in advance | 111.34 | 304.23 |
| Other payables | 4,233.57 | 3,052.16 |
| TOTAL | 28,512.96 | 25,984.18 |
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Note 10 : Deferred Tax Liability
| Note 10 : Deferred Tax Liability | Note 10 : Deferred Tax Liability | Note 10 : Deferred Tax Liability | Note 10 : Deferred Tax Liability | Note 10 : Deferred Tax Liability |
|---|---|---|---|---|
| (Rs. 000’s) | ||||
| AS AT 31ST MARCH | 2022 | 2021 | ||
| A. Deferred tax liabilities: | ||||
| - On diference between book balance and tax balance of Fixed Assets | - | 8,623.00 | ||
| TOTAL | - | 8,623.00 | ||
| Note 11 : Trade Payables (Rs. 000’s) |
||||
| AS AT 31ST MARCH | 2022 | 2021 | ||
| Trade payables | ||||
| - to others | 1,071.45 | 1,501.46 | ||
| TOTAL | 1,071.45 | 1,501.46 |
According to the records available with the Company, there were no dues to Micro and Small Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006. Hence disclosures, if any, relating to amounts unpaid as at the year-end together with the interest paid/ payable as required under the said Act have not been given.
Note 12 : Provisions
| Note 12 : Provisions | Note 12 : Provisions | Note 12 : Provisions |
|---|---|---|
| (Rs. 000’s) | ||
| AS AT 31ST MARCH | 2022 | 2021 |
| Provision for | ||
| (i) Provision for Income Tax | 14,287.76 | 13,805.35 |
| (ii) Provision for Expenses | 1,081.17 | 399.11 |
| TOTAL | 15,368.93 | 14,204.46 |
Note 13 : Other Income
(Rs. 000’s)
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AS AT 31ST MARCH 2022 2021
A. Interest income
- Interest on Inter Corporate Deposits, Debentures & Bonds 14,929.27 15,933.11
B. Dividend Income
- Dividend on Long-term investments 39.19 19.59
C. Other Non Operating Income
- Rental income from operating Lease 12,054.00 12,054.00
- Other Income 14.99 25.92
TOTAL 27,037.45 28,032.62
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Note 14 : Employee Benefit Expenses
| Note 14 : Employee Beneft Expenses | Note 14 : Employee Beneft Expenses | Note 14 : Employee Beneft Expenses |
|---|---|---|
| (Rs. 000’s) | ||
| AS AT 31ST MARCH | 2022 | 2021 |
| Salaries and wages | 1,832.22 | 1,656.84 |
| Contribution to provident and other funds | 129.72 | 239.88 |
| Staf welfare expenses | 417.55 | 302.73 |
| TOTAL | 2,379.49 | 2,199.45 |
Note 15 : Finance Cost
(Rs. 000’s)
| TOTAL Note 15 : Finance Cost |
2,379.49 | 2,199.45 (Rs. 000’s) |
|---|---|---|
| AS AT 31ST MARCH | 2022 | 2021 |
| Interest expenses | 2,768.05 | 5,119.95 |
| TOTAL | 2,768.05 | 5,119.95 |
Note 16 : Other Expenses
(Rs. 000’s)
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AS AT 31ST MARCH 2022 2021
Rent, Rates & Taxes and Commission & Brokerages of Rentals 2,974.25 3,712.49
General repairs 594.53 513.07
Loss on sale of investments - Long term - 633.00
Legal & Professional fees 2,464.72 2,242.81
Telephone expenses 156.86 121.72
Travelling & Conveyance expenses 1,736.81 1,514.50
Entertainment expenses 10.80 10.80
Electricity expenses 215.00 189.55
10.08 15.83
Office Maintenance
House Keeping Charges 157.89 339.52
Listing Fees 300.00 300.00
Service Charges 1,407.37 1,135.35
Auditor's Remuneration 300.00 350.00
Prior Period expenses 46.29 234.14
Other expenses 1,230.87 1,377.57
TOTAL 11,605.45 12,690.35
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| (Rs. 000’s) | (Rs. 000’s) | (Rs. 000’s) |
|---|---|---|
| AS AT 31ST MARCH | 2022 | 2021 |
| Other expenses include payment to Auditors | ||
| (a) Audit fees | 200.00 | 250.00 |
| (b) Tax audit | 50.00 | 50.00 |
| (c ) Other services (Certifcations/Limited Review Reports) | 25.00 | 25.00 |
| (d) Reimbursement of expenses | 25.00 | 25.00 |
| TOTAL | 300.00 | 350.00 |
Note 17 : Earnings per Equity Share
| TOTAL 300.00 350.00 Note 17 : Earnings per Equity Share |
TOTAL 300.00 350.00 Note 17 : Earnings per Equity Share |
TOTAL 300.00 350.00 Note 17 : Earnings per Equity Share |
TOTAL 300.00 350.00 Note 17 : Earnings per Equity Share |
|---|---|---|---|
| (Rs. 000’s) | |||
| AS AT 31ST MARCH | Units | 2022 | 2021 |
| Basic and Diluted EPS | |||
| (A) Proft afer tax | Rs. | 16,214.98 | 3,221.84 |
| (B) Weighted average number of ordinaryshares | Numbers | 14,387,212 | 14,387,212 |
| (C ) Nominal valueper ordinaryshare | Rs. | 2.00 | 2.00 |
| (D) Earningsper share (Basic and Diluted) | Rs. | 1.13 | 0.22 |
N ote: 19 Notes to the Financial Statements for the year ended 31/03/2022
(All amounts are in ` thousands unless otherwise stated)
1. Corporate information
Amforge Industries Limited (“AIL” or “the Company”) is a Public Limited Company domiciled and incorporated in India having its registered office at 1118, Dalamal Towers, 11[th] Floor, Free Press Journal Marg, Nariman Point, Mumbai – 400 021 (Maharashtra). The equity shares of the Company are listed / trading on BSE Limited, Mumbai.
2. Significant Accounting Policies
2.1. Basis of Preparation of financial statements
In accordance with the notification dated 16/02/2015, issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as “Ind AS”) notified under section 133 of the Companies Act,2013 read together with Companies (Indian Accounting Standards) Rules, 2015 (as amended)with effect from 01/04/2016.
These financial statements have been prepared and presented under historical cost convention, on the accrual basis of accounting except for certain financial assets and financial liabilities that are measured at fair values at the end of each accounting period, as stated in the accounting policies set out below. The accounting policies have been applied consistently over all the periods presented in these financial statements.
Fair Value measurement:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions.
The Company categorizes assets and liabilities measured at fair value into one of three levels depending on the ability to observe inputs employed in their measurement, which are described as follows:
-
(a) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
-
(b) Level 2 inputs are inputs that are observable, either directly or indirectly, other than quoted prices included within level 1 for the asset or liability.
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- (c) Level 3 inputs are unobservable inputs for the asset or liability reflecting significant modifications to observable related market data or Company’s assumptions about pricing by market participants.
Current / Non-Current Classification:
Any asset or liability is classified as current if it satisfies any of the following conditions:
-
i. The asset/liability is expected to be realized/settled in the Company’s normal operating cycle;
-
ii. The asset is intended for sale or consumption;
-
iii. The asset/liability is held primarily for trading;
-
iv. The asset/liability is expected to be realized/settled within twelve months after the reporting period;
-
v. The asset is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date;
-
vi. In the case of a liability, the company does not have an unconditional right to differ settlement of the liability for at least twelve months after the reporting date.
All other assets and liabilities are classified as non-current.
For the purpose of current/non-current classification of assets and liabilities, the Company has ascertained its normal operating cycle as twelve months. This is based on the nature of services and the time between the acquisition of assets or inventories for processing and their realization in cash and cash equivalents.
2.3. Non-current assets held for sale:
Non-current assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Non-current assets are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition subject to terms that are usual and customary for sales of such assets.
Property, plant and equipment and intangible assets are not depreciated or amortized once classified as held for sale.
2.4. Revenue Recognition:
2.4.1. Sales are recognised when risks and rewards (transfer of custody of goods) are passed to customers and includes all statutory levies except Value Added Tax (VAT) and is net of discounts.
2.4.2. Dividend income is recognised when the right to receive the dividend is established.
2.4.3. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rates applicable (which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition).
2.4.4. For non-financial assets, interest income is recognized on a time proportion basis.
2.4.5. Revenue from the sale of scrap is recognized when risks and rewards (transfer of custody of goods) are passed to customers.
2.4.6. Revenue in respect of Liquidated Damages from contractors/ suppliers is recognized when determined as not payable.
2.4.7. Goods and Service Tax (GST) is presented as an expense in the statement of profit and loss. GST duty in respect to the difference between closing and opening stock of excisable goods is included under “Other Expenses”.
2.5. Leases:
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
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Leasehold lands where the ownership of the land will not be transferred to the Company at the end of the lease period are classified as operating leases.
Upfront operating lease payments are recognized as prepayments and amortized on a straight-line basis over the term of the lease. Leasehold lands are considered as finance leases where ownership will be transferred to the Company at the end of the lease period. Such leasehold lands are presented under property, plant, and equipment and not depreciated.
2.6. Foreign currencies:
The functional currency of the Company is the Indian Rupee, which represents the currency of the primary economic environment in which it operates.
Transactions in currencies other than the Company’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated using the closing exchange rate prevailing on the last day of the reporting period.
Exchange difference arising with respect to long-term foreign currency monetary items is recognized in the statement of profit and loss except for the exchange difference related to long-term foreign currency monetary items those were recognized as at 31/03/2016, in so far as, they relate to the acquisition of depreciable assets, are adjusted against the cost of such assets and depreciate the said adjustment, over the balance life of the asset.
2.7. Borrowing Costs:
Borrowing costs specifically identified to the acquisition or construction of qualifying assets are capitalized as part of such assets. A qualifying asset is one that necessarily takes a substantial period to get ready for the intended use. All other borrowing costs are charged in the statement of profit and loss.
2.8. mployee Benefits:
Employee benefits include provident fund, superannuation fund, gratuity fund, compensated absences, post-employment medical benefits, and resettlement allowances.
Defined contribution plans:
Employee benefits under defined contribution plans comprising of provident fund and superannuation fund are recognized based on the amount of obligation of the Company to contribute to the plan. The same is paid to Provident Fund Trust authorities and to Life Insurance Corporation of India respectively, which are expensed during the year.
Defined benefit plans:
Defined retirement benefit plans comprising gratuity, post-retirement medical benefits, and other longterm retirement benefits, which are recognized based on the present value of defined benefit obligation and are computed using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. These are accounted for as current employee costs or included in the cost of assets as permitted.
Net interest on the net defined liability is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset and is recognized in the statement of profit and loss except those included in the cost of assets as permitted.
Re-measurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable), and the return on plan assets (excluding net interest as defined above), are recognized in other comprehensive income except those included in the cost of assets as permitted in the period in which they occur and are not subsequently reclassified to profit or loss.
The Company contributes all ascertained liabilities with respect to Gratuity to the MRPL’s Gratuity Fund Trust (MGFT). Other defined benefit schemes are un-funded.
The retirement benefit obligation recognized in the balance sheet represents the actual deficit or surplus in the Company’s defined benefit plans.
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Any surplus resulting from the actuarial calculation is limited to the present value of any economic benefits available in the form of reductions in future contributions to the plans.
Short-term employee benefits:
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognized during the year when the employees rendered the service. These benefits include performance incentives and compensated absences, which are expected to occur within twelve months after the end of the period in which the employee renders the related service.
The cost of short-term compensated absences is accounted as under:
-
(a) in case of accumulated compensated absences, when employees render the services that increase their entitlement of future compensated absences; and
-
(b) in case of non-accumulating compensated absences, when the absences occur.
Long-term employee benefits:
Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognised as a liability at the present value of the defined benefit obligation as at the balance sheet date less the fair value of the plan assets out of which the obligations are expected to be settled.
2.9. Taxation:
The income tax expense represents the sum of the tax currently payable and deferred tax.
(i) Current tax:
The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
(ii) Deferred tax:
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.
Deferred taxes are recognized in respect of temporary differences, which originate during the tax holiday period but reverse after the tax holiday period. For this purpose, reversal of temporary difference is determined using the first in first out method.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets include Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which is likely to give future economic benefits in the form of availability of set off against
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future income tax liability. Accordingly, MAT is recognised as a deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realised.
Current and deferred tax for the year:
Current and deferred tax are recognised in the statement of profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.
2.10. Property, plant, and equipment (PPE):
Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are stated in the balance sheet at cost less accumulated depreciation and accumulated impairment losses if any. Freehold land is not depreciated.
PPE in the course of construction for production, supply or administrative purposes is carried at cost, less any recognised impairment loss. The cost of an asset comprises its purchase price or its construction cost (net of applicable tax credits) and any cost directly attributable to bringing the asset into the location and condition necessary for it to be capable of operating in the manner intended by the management. It includes professional fees and borrowing costs for qualifying assets capitalised in accordance with the Company’s accounting policy. Such properties are classified into the appropriate categories of PPE when completed and ready for the intended use. Parts of an item of PPE having different useful life and material value as assessed by management and subsequent capital expenditure on Property, Plant, and Equipment are accounted for as separate components.
PPE are stated at cost less accumulated depreciation and accumulated impairment losses if any.
Depreciation of PPE commences when the assets are ready for their intended use.
Depreciation is provided on the cost of PPE (other than freehold land and properties under construction) less their residual values over their useful life using the Straight Line Method, over the useful life of components of various Assets as specified in Schedule II to the Companies Act, 2013, except in case of certain components of the Plant and Equipment whose useful life are determined based on technical evaluation and the useful life considered under Company’s policy for the employee’s vehicle and furniture scheme.
The estimated useful life, residual values, and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
Expenditure on overhaul and repairs on account of the planned shutdown, which is of significant value (5% of the value of particular assets) is capitalized as a component of relevant, items of PPE and is depreciated over the period till the next shutdown on a straight-line basis. A catalyst whose life is more than one year is capitalized as property, plant, and equipment and depreciated over the guaranteed useful life as specified by the supplier when the catalyst is put to use.
Insurance spares received along with the plant or equipment and those purchased subsequently for specific machinery and having irregular use are capitalized.
Major capital spares are capitalized as property, plant, and equipment. Depreciation on such spares capitalized as property, plant, and equipment are depreciated over the period starting when it is brought into service and continuing over the shorter of its useful life and the remaining expected useful life of the asset to which it relates and written down value of the spare is charged to the statement of profit and loss as and when replaced.
Depreciation on additions/deletions to PPE during the year is provided for on a pro-rata basis with reference to the date of additions/deletions except for low-value items not exceeding Rs. 5,000/(other than the company purchase scheme for employees) which are fully depreciated at the time of addition.
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The estimated useful life of the assets is as follows:
| Sr.No. | Particulars | Life(inyears) |
|---|---|---|
| 1. | Buildings | 1-60 |
| 2. | Plant and equipment – catalysts | 2-10 |
| 3. | Plant and equipment – computers | 3 – 7 |
| 4. | Plant and equipment – continuous process plant not covered under specifc industries(Triple shif) |
7-5 |
| 5. | Plant and equipment – electrical/ lab/ canteen/ school |
10 |
| 6. | Plant and equipment – instrumentation items/ DCS/ hospital/ others |
15 |
| 7. | Plant and equipment – refneryassets | 25 |
| 8. | Plant and equipment – pipelines/ SPM/ ofshore component/ civil structure |
30 |
| 9. | Plant and equipment –powerplant | 40 |
| 10. | Ofce equipment | 5 |
| 11. | Furniture and fxtures |
6-10 |
| 12. | Vehicles |
4-8 |
Assets held under finance leases are depreciated over their expected useful life on the same basis as owned assets.
An item of property, plant, and equipment is derecognised upon disposal, replacement, or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant, and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
2.11. Intangible assets:
2.11.1. Intangible assets acquired separately:
Intangible assets with a finite useful life that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful life. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
Intangible assets with an indefinite useful life that are acquired separately are carried at cost less accumulated impairment losses if any.
2.11.2. De-recognition of intangible assets:
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal.
Gains or losses arising from the de-recognition of an intangible asset, are measured as the difference between the net disposal proceeds and the carrying amount of the asset, and are recognised in profit or loss when the asset is derecognised.
2.11.3. Useful life of intangible assets:
The Estimated useful life of the intangible assets is as follows:
| Sr.No. | Particulars | Life(inyears) |
|---|---|---|
| 1 | Computer sofware | 3-10 |
| 2 | License and franchise |
3 |
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Amforge Industries Limited
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2.12. Impairment of tangible and intangible assets other than goodwill:
The Company reviews the carrying amounts of its intangible assets and Property, plant and equipment (including capital works-in-progress) of a “Cash Generating Unit” (CGU) to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the statement of profit and loss.
An assessment is made annually as to see if there are any indications that impairment losses recognized earlier may no longer exist or may have come down. The impairment loss is reversed, if there has been a change in the estimates used to determine the asset’s recoverable amount since the previous impairment loss was recognized. If it is so, the carrying amount of the asset is increased to the lower of its recoverable amount and the carrying amount that has been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. After a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
Reversals of Impairment loss are recognized in the statement of profit and loss.
2.13. Cash Flow Statement:
Cash flows are reported using the indirect method, whereby profit after tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments, and items of income or expenses associated with investing or financing cash flows.
The cash flows are segregated into operating, investing, and financing activities.
2.14. Provisions, Contingent Liabilities, and Contingent Assets:
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
Contingent assets are disclosed in the financial statements by way of notes to accounts when an inflow of economic benefits is probable.
Contingent liabilities are disclosed in the Financial Statements by way of notes to accounts, unless possibility of an outflow of resources embodying economic benefit is remote.
2.15. Financial instruments:
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
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2.16. Financial assets:
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.
(i) Cash and cash equivalents:
The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks, which are unrestricted for withdrawal and usage.
(ii) Financial assets at amortized cost:
Financial assets are subsequently measured at amortized cost using the effective interest method if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
(iii) Financial assets at fair value through other comprehensive income:
Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both selling financial assets and collecting contractual cash flows, the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
(iv) Financial assets at fair value through profit or loss:
Financial assets are measured at fair value through profit or loss unless it is measured at amortized cost or at fair value through other comprehensive income.
(v) Impairment of financial assets:
The Company assesses at each balance sheet date whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company recognizes lifetime expected losses for trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to 12-month expected credit losses or at an amount equal to lifetime expected losses, if the credit risk on the financial asset has increased significantly since initial recognition.
(vi) De-recognition of financial assets:
The Company derecognizes a financial asset when the contractual rights to the cash flow from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On de-recognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in the Statement of Profit and Loss.
2.17. Financial liabilities and equity instruments:
2.17.1 Equity instruments:
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.
Equity instruments issued by the Company are recognised at the proceeds received. Incremental costs directly attributable to the issuance of new ordinary equity shares are recognised as a deduction from equity, net of tax effects.
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2.17.2 Financial liabilities:
a) Financial Guarantee:
When the Company receives a financial guarantee from its holding company, initially it measures guarantee fees at the fair value. The Company records the initial fair value of fees for financial guarantee received as “Deemed Equity” from the holding company with a corresponding asset recorded as prepaid guarantee charges. Such deemed equity is presented under the equity in the balance sheet. Prepaid guarantee charges are recognized in the statement of profit and loss over the period of the financial guarantee received.
b) Financial liabilities subsequently measured at amortized cost:
Financial liabilities are measured at amortized cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortized costs are determined based on the effective interest method.
Interest expense that is not capitalized as part of the costs of an asset is included in the ‘Finance costs’ line item.
c) De-recognition of financial liabilities:
The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled, or have expired.
The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in the Statement of Profit and Loss.
2.18. Insurance Claims:
In case of total loss of asset, on intimation to the insurer, either the carrying cost of the asset or insurance value (subject to deductible excess) whichever is lower is treated as claims recoverable from the insurance company. In case an insurance claim is less than the carrying cost of the asset, the difference is charged to the statement of profit and loss.
In case of partial or other losses, expenditure incurred / payments made to put such assets back into use, to meet the third party, or other liabilities (less deductible excess) if any, are accounted for as claims receivable from the insurance company.
Insurance Policy deductible excess are expensed in the year in which corresponding expenditure is incurred.
As and when claims are finally received from the insurance company, the difference, if any, between the claim receivable from the insurance company and claims received is adjusted to the statement of profit and loss.
All other claims and provisions are booked on the merits of each case.
3. Critical Accounting Judgments, Assumptions, and Key Sources of Estimation Uncertainty:
Inherent in the application of many of the accounting policies used in preparing the financial statements is the need for management to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual outcomes could differ from the estimates and assumptions used.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected.
A key source of judgments, assumptions, and estimation uncertainty in the preparation of the financial statements, which may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are in respect of the useful life of property, plant, and equipment, employee benefit obligations, provision for income tax and measurement of deferred tax assets.
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3.1. Critical judgments in applying accounting policies:
The following are the critical judgments, apart from those involving estimations (Refer to note 4.2), that the Management has made in the process of applying the Company’s accounting policies and that have a significant effect on the amounts recognized in the Financial Statements.
(a) Determination of functional currency:
The Currency of the primary economic environment in which the Company operates (“the functional currency”) is Indian Rupee (Rs.) in which the company primarily generates and expends cash. Accordingly, the management has assessed its functional currency to be Indian Rupee (Rs).
3.2. Assumptions and key sources of estimation uncertainty:
Information about estimates and assumptions that have a significant effect on the recognition and measurement of assets, liabilities, income, and expenses is provided below. Actual results may differ from these estimates.
a) Useful life of property, plant, and equipment and intangible assets:
Management reviews its estimate of the useful life of PPE and intangible assets at each reporting date, based on the future economic benefits expected to be consumed from the assets.
b) Defined benefit obligation (DBO):
Impact of the DBO amount Management’s estimate of the DBO is based on a number of critical underlying assumptions such as standard rates of inflation, medical cost trends, mortality, discount rate, and anticipation of future salary increases. Variation in these assumptions may significantly and the annual defined benefit expenses.
c) Provision for income tax:
Significant judgments are involved in determining the provision for income taxes, including the amount expected to be paid/ recovered for uncertain tax positions.
d) Recognition of deferred tax assets:
The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the Company’s future taxable income against which the deferred tax assets can be utilized. In addition, significant judgment is required in assessing the impact of any legal or economic limits or uncertainties.
Note: 20
- Contingent liabilities and commitments (to the extent not provided for)
| 20 Contingent liabilities and commitments (to the extent not provided for) |
20 Contingent liabilities and commitments (to the extent not provided for) |
20 Contingent liabilities and commitments (to the extent not provided for) |
|---|---|---|
| (Rs.000’s) | ||
| AS AT 31ST MARCH | 2022 | 2021 |
| Towards Excise Duty demands against which the Company has preferred an appeal |
46,524 | 46,524 |
| Towards Sales Tax demands against which the Company has preferred an appeal |
13,167 | 13,167 |
| Claims against the Company not acknowledged as debts | 1,132 | 1,132 |
-
In terms of Accounting Standard – 17 (Segment Reporting) issued by the Institute of Chartered Accountants of India, there is no reportable segment for the activities carried on by the Company.
-
The outstanding balances as of 31[st] March 2022 in respect of trade receivables; trade payables, short-term loans and advances, and deposits are subject to confirmation from the respective parties and consequential reconciliation/adjustments arising therefrom if any. The management, however, does not expect any material variation.
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- Figures for the previous year have been given in the bracket and are regrouped and rearranged wherever necessary.
5. Disclosures as required by the Accounting Standard (AS) 18 “Related Party Transactions” are given below:
- A) Name of the Related Parties as Description of Relationship:
| Holding / Associates | Nainesh Trading and Consultancy LLP |
|---|---|
| Viniyog Investment and Trading Company Private Limited (Holding by virtue of control the composition of Board of Directors) |
|
| Interested by Director | M/s. Makar Estate |
- (B) Transactions for the year ended 31/03/2022:
(Rs. 000’s)
| (Rs. 000’s) | |||||||
|---|---|---|---|---|---|---|---|
| Nature of Transaction | Nainesh LLP |
Viniyog | Maker Estate |
Total | |||
| Short-term Inter Corporate Deposit received | 0.00 | 0.00 | 0.00 | 0.00 | |||
| Short-term Inter Corporate Deposit repaid | 0.00 | 2600.00 | 0.00 | 2600.00 | |||
| Interest paid on Inter Corporate Deposit | 0.00 | 1943.08 | 0.00 | 1943.08 | |||
| Payment of Rent | 0.00 | 0.00 | 120.00 | 120.00 | |||
| Balance outstandingas at 31/03/2022: | |||||||
| Inter Corporate Deposit payable | - | 17,100.00 | - | 17,100.00 |
- (C) Balance outstanding as at 31/03/2022:
6. Disclosures as per Ind AS 19 for Defined Benefit Plan
(Amount Rs.)
| Disclosures as per Ind AS 19 for Defned Beneft Plan | (Amount Rs.) | |
|---|---|---|
| AS AT 31ST MARCH | 2022 | 2021 |
| Change in Defned beneft obligations | ||
| Defined benefit obligation at the beginning | 7,25,400 | 6,54,038 |
| Current Service Cost | 52,584 | 53,887 |
| Other (Employee Contribution, Expenses) | (3,000) | (3,000) |
| Benefit Payments from Plan Assets | Nil | Nil |
| Premeasurements – Due to Financial Assumptions | (12,507) | 20,475 |
| PBO at the end (31/03/2022) | 7,62,477 | 7,25,400 |
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Change in Fair Value of Plan Assets
(Amount Rs.)
| Change in Fair Value of Plan Assets | (Amount Rs.) | |
|---|---|---|
| AS AT 31ST MARCH | 2022 | 2021 |
| Fair Value of Plan Assets at the beginning | 7,83,851 | 24,68,183 |
| Interest Income | 39,279 | 73,641 |
| Benefit Payments from Plan Assets | 0 | (17,82,594) |
| Other(Employee Contribution,Expenses) | (3,000) | (3,000) |
| Re-measurements – Return of Assets (Excluding Interest Income) |
1,23,269 | 27,621 |
| Fair Value of Plan Assets at the end | 9,43,399 | 7,83,851 |
Components of Defined Benefit Cost
(Amount Rs.)
| Re-measurements – Return of Assets (Excluding Interest Income) Fair Value of Plan Assets at the end Components of Defned Beneft Cost |
1,23,269 9,43,399 |
27,621 7,83,851 (Amount Rs.) |
|---|---|---|
| AS AT 31ST MARCH | 2022 | 2021 |
| Current Service Cost | 52,584 | 53,887 |
| Interest Expenses on DBO | 33,806 | 0 |
| Interest (Income) on Plan Assets | (39,279) | 73,641) |
| Defined Benefit Cost included in P &L | 47,111 | (19,754) |
| Remeasurements – Due to Financial Assumptions | (16,208) | 9,831 |
| Remeasurements – Due to Experience Adjustments | (30,105) | 17,93,238 |
| (Return) on Plan Assets (Excluding Interest Income) | (6,574) | (27,621) |
| Total Remeasurements in OCI | (52,887) | 17,75,448 |
Amounts recognised in the Statement of Financial Position
(Amount Rs.)
| (Return) on Plan Assets (Excluding Interest Income) Total Remeasurements in OCI Amounts recognised in the Statement of Financial Position |
(6,574) (52,887) |
(27,621) 17,75,448 (Amount Rs.) |
|---|---|---|
| AS AT 31ST MARCH | 2022 | 2021 |
| Defined Benefit Obligation | 7,62,477 | 7,25,400 |
| Fair Value of Plan Assets | 9,43,399 | 7,83,851 |
| Funded Status | (1,80,922) | (58,451) |
| Effect of Asset Ceiling / Onerous Liability | 0 | 0 |
| Net Defined Benefit Liability / (Asset) | (1,80,922) | (58,451) |
| Of which, Short Term Liability | 22,192 | 19,269 |
Principal actuarial assumptions
| Net Defined Benefit Liability / (Asset) Of which, Short Term Liability Principal actuarial assumptions |
(1,80,922) 22,192 |
(58,451) 19,269 |
|---|---|---|
| AS AT 31ST MARCH | 2022 | 2021 |
| Date of Valuation | 31/03/2022 | 31/03/2021 |
| DiscountingRate | 5.01%p.a. | 4.67%p.a. |
| Rate of Increase in Compensation level | 5%p.a. | 5%p.a. |
| MortalityTable | 100% | 100% |
| Retirement Age | 75 years for Director and 60 years for Employees |
75 years for Director and 60 years for Employees |
| Adjusted average future service | 1 | 1 |
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Note 21
There are no Companies/enterprises under the Micro, Small & Medium Enterprises Development Act, 2006, to whom the company owes dues on account of principal amount together with interest, and accordingly, no additional disclosure has been made. The above information regarding micro, small & medium enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.
Note 22: Impairment of Assets
The Company has identified no material impairment of Assets; as such, no provision is required as per Accounting Standards (AS28) issued by the Institute of Chartered Accountants of India.
Note 23: NBFC
The Company has not fulfilled the prescribed criteria based on the previous annual audited financial statements for eligibility to be registered under section 45-IA of the Reserve Bank of India Act,1934. Hence, no registration has been obtained. However, based on current annual audited figures of the Company is eligible to get registered under section 45-IA of the Reserve Bank of India Act,1934.
Note 24: COVID-19 Pandemic
In March 2020, the World Health Organisation declared COVID-19 to be a pandemic. This pandemic has resulted in disruption to regular business operations due to lockdown, disruptions in transportation, travel bans, quarantines, social distancing and other emergency measures imposed by the government. The Company has adopted measures to curb the spread of infection in order to protect the health of its employees and ensure business continuity with minimal disruption. The Company believes that the COVID 19 pandemic will only have a short term impact on its operations and after easing of the lockdown restrictions, the business is expected to return to normal. The Company has considered available internal and external information while finalizing various estimates in relation to its financial results up to the date of approval of the financial results by the Board of Directors. Accordingly, the Management believes that the Company will not have any challenge in meeting its financial obligations for the next 12 months based on the financial position and liquidity as on the date of the balance sheet and the date of signing of these financial results. The Company will continue to closely monitor any material changes to future economic conditions. However, the pandemic did not have any material impact on the financial result for the year ended 31st March 2022.
Note 25: Employee Benefit Expenses include the director’s remuneration
| Note 25: Employee Beneft Expenses include the director’s remuneration | Note 25: Employee Beneft Expenses include the director’s remuneration | Note 25: Employee Beneft Expenses include the director’s remuneration |
|---|---|---|
| (Rs. 000’s) | ||
| AS AT 31ST MARCH | 2022 | 2021 |
| Salary | 5.71 | 6.21 |
| Monetaryvalue ofperquisites(LTA & Carperquisite) | 0.14 | 0.14 |
| TOTAL | 5.85 | 6.35 |
As per our report of even date For J Singh & Associates Chartered Accountants (Firm Regn No. : 110266W)
On behalf of the Board of Directors Amforge Industries Limited
For J Singh & Associates Chartered Accountants (Firm Regn No. : 110266W) |
Amforge Industries Limited |
|
|---|---|---|
| Puneet Makar | Hudson D'costa | |
| Managing Director | Director | |
| DIN-00364000 | DIN:07893177 | |
| S. P. Dixit Partner Membership No. 041179 |
Kinshuk Tiwari Company Secretary ACS-43182 |
Jayesh Takkar Chief Financial Ofcer |
| UDIN: 21044479AAAADR7398 | ||
| Place: Mumbai | Place: Mumbai | |
| Date: 27th May, 2022 | Date: 27th May, 2022 |
60
1118, Dalamal Tower, 11th Floor