డైరెక్టర్ల నివేదిక AMIC Forging Ltd.
The directors of the Company have pleasure in presenting 19th Annual Report on the business
and operations of the Company along with the Audited Financial Statements for the Financial
Year ended March 31, 2026.
The highlight of the Standalone and Consolidate financial performance of the Company for the
year ended March 31, 2026 is summarized as follows: (Rs. In Lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
For the Year |
For the Year |
For the Year |
For the Year |
|
|
Revenue from operation |
14178.48 |
12131.58 |
14178.48 |
12131.58 |
|
Other Income |
103.28 |
2070.91 |
103.28 |
2070.91 |
|
Total Income |
14281.76 |
14202.49 |
14281.76 |
14202.49 |
|
Total Expenses |
10309.15 |
9659.93 |
10309.94 |
9659.93 |
|
Profit before Tax |
3972.61 |
4542.57 |
3971.83 |
4542.57 |
|
Less: Current Tax |
1109.04 |
944.20 |
1109.04 |
944.20 |
|
Deferred Tax |
(79.20) |
12.05 |
(79.20) |
12.05 |
|
Income Tax Earlier Year |
115.06 |
30.62 |
115.06 |
30.62 |
|
Profit after Tax |
2827.71 |
3555.70 |
2826.92 |
3555.70 |
|
Minority Interest |
0 |
0 |
(0.24) |
0 |
|
Profit for the year |
2827.71 |
3555.70 |
2827.71 |
3555.70 |
During the year under review, the Company has earned a total revenue from operations of Rs.
14178.48 Lakhs for the year ended March 31, 2026 as against Rs. 12131.58 Lakhs in the
previous financial year. The Company has recorded a profit (PBT) of Rs. 3972.61 Lakhs for the
year ended March 31, 2026. The Profit after Tax (PAT) for the year ended March 31, 2026 stood
at Rs. 2827.71 Lakhs.
The Board of Directors continues to focus on expanding the Company''s business operations and
enhancing long-term shareholder value. Considering the substantial resources required to
support the Company''s future growth and expansion plans, the Board has decided not to
recommend any dividend for the financial year under review. This decision is in line with the
Company''s strategy of reinvesting its earnings to support sustainable growth, strengthen its
business operations, and maximize value for shareholders.
INVESTOR EDUCATION AND PROTECTION FUND
During the financial year under review, the Company was not required to transfer any amount
to the Investor Education and Protection Fund (IEPF).
The Company has not transferred any amount to theReserves during the financial year under
review.
CHANGE IN NATURE OF BUSINESS. IF ANY
There has been no change in the business or object and continues to be in the same line of
business as per the main object of the Company during the financial year March 31, 2026.
As Amic Forging Limited looks ahead to FY 2026-27 and beyond, the Company remains focused
on achieving sustainable growth through strategic initiatives, technological advancement and
operational excellence. Building upon the foundation established during the preceding years,
the Company intends to further expand its product portfolio, strengthen its presence across
high-potential domestic markets and enhance operational efficiencies through increased
adoption of automation and technology.
The Company will continue to place strong emphasis on quality, innovation and customer¬
centric solutions while pursuing opportunities across key sectors, including automotive, energy
and heavy engineering. At the same time, the Company remains committed to strengthening its
sustainability practices and improving resource efficiency across its operations.
With the global forging industry expected to witness gradual recovery and growth, the
Company is well positioned to respond to evolving market dynamics and capitalize on emerging
opportunities. Through disciplined execution, continuous innovation and a strong focus on
customer and stakeholder value, the Company aims to deliver sustainable growth and create
long-term value for all its stakeholders.
SHARE CAPITAL
AUTHORIZED SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2026 was Rs 12,00,00,000/-
(Rupees Twelve Crore) divided into 12,000,000 shares of Rs 10/- each.
The Paid-up Equity Share Capital as on March 31, 2026 was Rs. 10,48,84,100/- (Rupees Ten
Crore Forty Eight Lakh Eight Four Thousand One Hundred Only) divided into 1,04,88,410
Shares of Rs. 10/- each.
The equity shares of the company are listed on the SME Platform of Bombay Stock Exchange
(âBSEâ)
PREFERENTIAL ISSUE OF CONVERTIBLE EQUITY WARRANTS AND EQUITY SHARES:
During the year under review, the Company successfully completed the preferential allotment
of 65,000 Convertible Equity Warrants and 2,60,425 Equity Shares. The issue price was
^1,536/- per security, inclusive of a premium of ^1,526/- per security, resulting in a total issue
amount of ^49,98,52,800/-.
As per the terms of the issue, the Company received an upfront payment of 25% of the total
consideration in respect of the Convertible Equity Warrants at the time of allotment, amounting
to ^2,49,60,000/-. All the Securities were allotted in dematerialized form.
The Company''s equity shares are listed on SME platform of Bombay Stock Exchange of India
Limited with Symbol AMIC. The Company is regular in payment of Annual Listing Fees. The
Company has paid Listing Fees up to the year 2027. ISIN of the company is INE0P9J01013
DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANY
The Company does not have any joint ventures. However, the company has following subsidiary
or associate /LLP:
|
Name of Company LLP |
Subsidiary/ Associates |
|
DakorLogistics LLP |
Associates |
|
Amic Engg Tech Private Limited |
Subsidiary |
The Company is engaged only in one segment i.e. Steel forgings and machined heavy precision
part.
Your company has not accepted any deposits under section 73 of the Companies Act 2013
during the year and there is no outstanding amount of principal or interest as on the date of the
balance sheet.
PARTICULARS OF LOANS. GURANTEES AND INVESTMENTS:
During the year under review, the Company has not made any loans, guarantees or investments
covered under Section 186 of the Companies Act, 2013, except as disclosed in the financial
statements of the Company and reported by the Statutory Auditors in their Audit Report.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
During the period between the end of the financial year and the date of this Report, the
Company undertook a preferential issue of securities. The Board of Directors, at its meeting
held on 11th May 2026, approved the issuance of 14,22,900 Convertible Equity Warrants and
26,200 Equity Shares on a preferential basis. The said issue was subsequently approved by the
Members of the Company at the Extra-Ordinary General Meeting held on 5th June 2026, and the
Company obtained the requisite in-principle approval from the Stock Exchange on 24th June
2026.
Subsequently, at its duly convened meeting held on 9th July 2026, the Board of Directors
approved and allotted 14,22,900 Convertible Equity Warrants and 26,200 Equity Shares on a
preferential basis, in accordance with the applicable provisions of the Companies Act, 2013,
SEBI Regulations and other applicable laws.
Except for the aforesaid preferential issue and allotment of securities, there have been no other
material changes or commitments affecting the financial position of the Company between the
end of the financial year and the date of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANIES
OPERATIONS INFUTURE
There are no significant and material orders passed by the regulators, courts or tribunals,
whichaffect the going concern status of the Company and its operations in future.
The Company has established adequate Internal Financial Controls in accordance with the
provisions of Section 134(5)(e) of the Companies Act, 2013. These controls were duly evaluated
by the Audit Committee and tested during the year with reference to the financial statements.
Based on such evaluation and testing, no material weaknesses were identified in the design or
operating effectiveness of the controls.
The Statutory Auditors of the Company have also audited the Internal Financial Controls over
Financial Reporting, and their report thereon forms part of the Statutory Auditors'' Report
annexed to the financial statements.
Your Directors place on record the sense of appreciation for the valuable contribution made by
the staff members of the Company and hope that their continued support will help in achieving
the goals of the Company.
Disclosure pertaining to remuneration and other details as required under Section 197 of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as Annexure âI''.
DIRECTORS& KEY MANAGERIAL PERSONNEL:
The Board of Directors (âthe Boardâ) is the apex governing body of the Company and is
responsible for providing strategic guidance, overseeing the overall affairs of the Company, and
formulating, reviewing and monitoring the effectiveness of its policies and business strategies.
The Board comprises a balanced mix of professionals with diverse knowledge, skills and
experience, enabling the Company to benefit from their valuable expertise and guidance in
conducting its business and achieving its strategic objectives.
Details of the Directors serving on the Board as on 31.03.2026 are set out below.
|
Name |
DIN |
Designation |
|
Girdhari Lal Chamaria |
00513552 |
Managing Director |
|
Anshul Chamaria |
06586643 |
Whole Time Director |
|
Parma Nand Gupta |
09824428 |
Independent Director |
|
Pravin Poddar |
09003659 |
Independent Director |
|
Rashmi Chamaria |
09810941 |
Non Executive Director |
|
S Subrahmanyan |
06447057 |
Independent Director |
|
Neha Fatehpuria |
- |
Company Secretary & |
Mr. Anshul Chamaria, Whole Time Director of the Company, will retire by rotation and being
eligible, offered himself for re-appointment at the ensuing Annual General Meeting (AGM).
Appointment & resignation of Directors & KMP
During the year under review, Mr. S. Subrahmanyan was appointed as a Non-Executive
Independent Director of the Company with effect from 3rd October, 2025.
Mr. Anshul Chamaria resigned from the position of Chief Financial Officer (CFO) of the Company
with effect from 1st November, 2025.
Subsequently, Mr. Priyankar Ghosh was appointed as the Chief Financial Officer of the Company
by the Board of Directors with effect from 20th December, 2025. However, Mr. Ghosh resigned
from the position of Chief Financial Officer, and his last working day with the Company was
31st March, 2026.
The Company is in the process of appointing a suitable person to the position of Chief Financial
Officer in accordance with the applicable provisions of the Companies Act, 2013.
All the Directors of the Company have submitted the requisite declarations and disclosures in
accordance with the applicable provisions of the Companies Act, 2013. These include the
disclosure of interest pursuant to Section 184(1) in Form MBP-1, confirmation regarding non¬
disqualification under Section 164(2) in Form DIR-8, and a declaration confirming compliance
with the Company''s Code of Conduct.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company
confirming that:
a. they meet the criteria of independence as prescribed under section 149 of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and
b. they have registered their names in the Independent Directors'' Databank pursuant to Sub¬
rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules,
2014 and amendments thereto.
NUMBER OF MEETING OF THE BOARD
The Board meets at regular intervals to discuss business plan and strategies. Notice of Board
meeting is given well in advance to all the Directors.
During the year under review 11 (Eleven) Board meetings were convened and held respectively
on the following dates: 29/04/2025, 30/05/2025, 23/08/2025, 22/09/2025, 24/09/2025,
10/10/2025, 14/11/2025, 20/12/2025, 23/12/2025, 27/12/2025 and 14/02/2026.
The maximum time gap between any two consecutive meetings did not exceed 120 (One
Hundred Twenty) days.
As on 31st March, 2026, the Board have 4 (four) Committees viz. Audit Committee, Nomination
and Remuneration Committee, Stakeholder''s Relationship Committee and Corporate Social
Responsibility Committee.
NUMBER OF COMMITTEE MEETING:1. Audit Committee
The Audit Committee has been constituted in accordance with Section 177 of the Companies
Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The Committee comprises
three members with relevant financial and accounting expertise, and the Company Secretary
acts as its Secretary. The composition of the Committee and details of meetings held and
attended are provided below.
|
Name |
Designation |
No of meeting held |
No of Meeting Attended |
|
Mr. Pravin Poddar |
Chairman |
6 |
6 |
|
Mr. Parma Nand Gupta |
Member |
6 |
6 |
|
Mrs. Rashmi Chamaria |
Member |
6 |
6 |
During the year under review, meetings of Audit Committee were held on the following dates:
|
Date of Meetings |
Total Strength of the Board |
No. of Directors Present |
|
29/04/2025 |
3 |
3 |
|
30/05/2025 |
3 |
3 |
|
22/09/2025 |
3 |
3 |
|
14/11/2025 |
3 |
3 |
|
20/12/2025 |
3 |
3 |
|
14/02/2026 |
3 |
3 |
Company Secretary and Chief Financial Officer of the Company are the regular invitee at the
Meeting.
All the recommendation made by the Audit Committee in the financial year 2025-26 was
approved by the Board.
2. Nomination & Remuneration Committee:
The Nomination & Remuneration Committees composition meets with the requirement of
section 178 of the companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015. The Members of the Nomination &
Remuneration Policy possess sound knowledge/expertise/exposure. The Committee comprised
of 3 members as per Table here in below.
The Company Secretary is the Secretary and Compliance Officer of the Committee.
The detail of a composition of the Nomination & Remuneration Committee along with their
meetings held/ attended are as follows: -
|
Name |
Designation |
No of meeting held |
No of Meeting Attended |
|
Mr. Parma Nand Gupta |
Chairman |
2 |
2 |
|
Mr. Pravin Poddar |
Member |
2 |
2 |
|
Mrs. Rashmi Chamaria |
Member |
2 |
2 |
During the year under review, two meetingsof Nomination& Remuneration Committee were
held on 22.09.2025 and 19.12.2025.
3. Stakeholder Relationship Committee:
The Stakeholders Relationship Committee meets with the requirement of Section 178 of the
Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly
responsible to review all grievances connected with the Company''s transfer of securities and
Redressal of shareholders / Investors / Security Holders Complaints. The Committee comprised
of 3 members as per Table here in below.
The Company Secretary is the Secretary and Compliance Officer of the Committee.
The detail of a composition of the said Committee along with their meetings held/ attended is
as follows: -
|
Name |
Designation |
No of meeting held |
No of Meeting Attended |
|
Mr. Parma Nand Gupta |
Chairman |
2 |
2 |
|
Mr. Girdhari Lal |
Member |
2 |
2 |
|
Mrs. Rashmi Chamaria |
Member |
2 |
2 |
During the year under review, Two meetings of Stakeholders Relationship Committee on
30.05.2025, and 12.01.2026were held.
Securities and Exchange Board of India (âSEBI'') Complaints Redress System ("SCORES").
All the investor complaints pertaining to the listed Companies will be electronically sent
through SCORES and the Companies or their appointed Registrar & Share Transfer Agent
(R&TA/ STA) are required to view the pending complaints and submit âAction Taken Report''
(âATRs'') along with necessary documents electronically in SCORES. Further, there is no need to
file any physical ATRs with SEBI. The Company had completed the required registration under
SCORES to efficiently and effectively redress the investors/shareholders complaints on time.
There are no pending complaints as on March 31, 2026.
4. Corporate Social Responsibility Committee
The composition, powers, role and terms of reference of the Committee are in accordance with
the requirements mandated under Section 135 of the Companies Act, 2013.
Brief Terms of Reference of the Committee inter-alia includes:
> Formulate and recommend to the Board, a CSR Policy indicating the activities to be
undertaken by the Company as specified in Schedule VII of the Act;
> Recommend the amount of expenditure to be incurred on the activities mentioned in the
CSR Policy and monitor the CSR Policy;
> To institute a transparent monitoring mechanism for implementation of the CSR projects
or programs or activities undertaken by the Company.
2 (Two) Corporate Social Responsibility Committee Meetings were held during the year
2025-26. The details are given below:
|
15.05.2025 |
16.03.2026 |
The Corporate Social Responsibility Committee comprises the following Directors and their
attendance in the Committee Meeting is given below:
|
Name |
Designation |
No of meeting |
No of Meeting |
|
Mr. Girdhari Lal |
Chairman |
2 |
2 |
|
Mr. Parma Nand Gupta |
Member |
2 |
2 |
|
Mrs Rashmi Chamaria |
Member |
2 |
2 |
The Securities and Exchange Board of India (SEBI) vide its circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/ 004, dated 5th January, 2017, had issued a guidance note on
Board Evaluation which inter alia contains indicative criterion for evaluation of the Board of
Directors, its committees and the individual members of the Board.
In accordance thereof, the Board evaluated the performance of the Board, its Committees and
the Individual Directors for the financial year 2025-26. After the evaluation process was
complete, the Board was of the view that the performance of the Board as a whole was
adequate and fulfilled the parameters stipulated. The Board also ensured that the Committees
functioned adequately and independently in terms of the requirements of the Companies Act,
2013 and the Listing Regulations.
The individual Director''s performance was also evaluated and the Board was of the view that
the Directors fulfilled their applicable responsibilities and duties as laid down by the Listing
Regulations and the Companies Act, 2013 and at the same time contributed with their valuable
knowledge, experience and expertise so as to make the Company well equipped to face the
adverse challenges.
Nomination, Remuneration and Evaluation Policy
The Company has adopted a comprehensive Remuneration Policy for Directors, Key Managerial
Personnel (KMP), Senior Management and other employees, in accordance with the provisions
of Section 178 of the Companies Act, 2013 and the rules made thereunder, as well as Regulation
19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Policy sets out the guiding principles and framework governing remuneration payable to
Executive and Non-Executive Directors, including sitting fees and commission, as well as to
KMP, Senior Management and other employees. It also provides a structured mechanism for
evaluating the performance of Directors based on defined parameters and objectives.
There was no change in the Remuneration Policy during the year under review. The Policy
continues to promote fairness, transparency and consistency in the remuneration structure,
with rewards being aligned to individual performance and achievement of pre-determined
objectives.
The Policy is available on our website at https://www.amicforgings.com
M/s K N Gutgutia & Co. Chartered Accountants, Kolkata (Firm Registration No. 304153E.)
continue to hold office of Auditors until the conclusion of 22nd AGM to be held in the year 2029.
Pursuant to Regulation 33(1)(d) of the Listing Regulations, the Auditors have confirmed that
they hold valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.
The Notes on the financial statements referred to in the Auditor''s Report are self-explanatory
and do not call for any further comments. The Auditor''s Report does not contain any
qualification, reservation or adverse remark.
The Members of the Company, at their previous Annual General Meeting, had approved the
appointment of Mr. B. K. Barik, Practising Company Secretary, FCS No. 5696, C.P. No. 3897, Peer
Reviewed, as the Secretarial Auditor of the Company for a period of five consecutive financial
years commencing from FY 2025-26 to FY 2029-30, pursuant to the provisions of Section 204
of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Accordingly, Mr. B. K. Barik has been appointed as the Secretarial Auditor of the Company for
conducting the Secretarial Audit for the financial year 2025-26.
The Secretarial Audit Report in Form MR-3 for the year ended on 31st March, 2026 is attached
as Annexure âII'', which is self-explanatory and hence do not call for any further explanation and
the Report does not contain any qualification, reservation, adverse remark.
The provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014, M/s. Kumar Sanjeev and Associates, Chartered Accountants was appointed as a
Internal Auditor of the Company for the Financial Year 2026-27.
The provisions of Section 148 of the Companies Act, 2013 read with Notifications/
Circularsissued by the Ministry of Corporate affairs from time to time, regarding maintenance
of Cost records are applicable to the company.
The Company had received consent and confirmation of eligibility pursuant to section 148 of
the Companies Act, 2013 from M/s Sohan Lal Jalan and Associates, cost Accountants regarding
their appointment as the Cost Auditors of the Company for the financial year 2026-27.
Thereafter, the Board of Directors on recommendation of the Audit Committee has appointed
M/s Sohan Lal Jalan and Associates, cost Accountants, as the Cost Auditors of the Company for
the financial year 2026-27. Accordingly, remuneration, as recommended by the Board, would
be paid to M/s. Sohan Lal Jalan and Associates, for the financial year 2026-27, subject to
ratification of the members at the ensuing AGM.
DISCLOSURE RELATING TO MATERIAL VARIATIONS
As per Regulation 32(1) of the Listing Regulations, details of Statement of material variation or
deviation are available on company website at www.amicforgings.com
The Company recognizes that its business operations are exposed to various risks and
uncertainties that may have an impact on its financial performance and business objectives. To
effectively identify, assess and manage such risks, the Company has established a
comprehensive risk management framework comprising regular audits, internal checks and
periodic reviews.
The framework enables the Board of Directors to remain apprised of significant risks, the
corresponding mitigation measures and the effectiveness of the controls implemented by the
management. Key risks identified by the Company are evaluated on an ongoing basis and are
addressed through appropriate and timely mitigation strategies to minimize their potential
impact and ensure business continuity.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013
The Company has adopted a comprehensive Policy on Prevention of Sexual Harassment at the
Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. An Internal
Complaints Committee (ICC) has been constituted to address and redress complaints relating to
sexual harassment at the workplace.
The Policy extends to all employees of the Company, including permanent, contractual and
temporary employees, as well as trainees. The Policy is gender-neutral and aims to ensure a
safe, respectful and inclusive workplace for all employees.
The details of sexual harassment complaints received and disposed of during the financial year
2025-26 are as follows:
|
Number of complaints |
Number of complaints |
Number of complaints |
|
0 |
0 |
0 |
During the year under review, the Statutory Auditors have not reported any instance of fraud
committed against the Company by its officers or employees to the Board of Directors pursuant
to Section 143(12) of the Companies Act, 2013. Accordingly, there is no matter requiring
disclosure in the Board''s Report in this regard.
INSIDER TRADING & STRUCTURED DIGITAL DATABASE
The Company has implemented the Code of Internal Procedure & Conduct as required under
the extant SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has also in
existence a Structured Digital Database as mandated under the above Regulations.
MEETING OF MEMBERS fAGM/EGM/POSTAL BALLOT)
During the Financial Year 2025-26, the company convened the following meetings of members:
Annual General Meeting on 16th September, 2025 and Extraordinary General Meeting on 5th
November, 2025.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3) (c) of the Companies Act, 2013 the director would like to state that :
i. In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures, if any;
ii. 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 a true and
fair view of the state of affairs of the Company at the end of the financial year and of the
profit of the company for that period;
iii. The directors had taken proper and sufficient care 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;
iv. The directors had prepared the annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively,
and
vi. The directors had devised proper system to ensure compliance with the provision of all
applicable laws and that such system were adequate and operating effectively.
The draft Annual Return (e-Form MGT-7) of the Company for the year ended 31st March, 2026
pursuant to the provisions of Section 134(3)(a) and Section 92 of the Companies Act, 2013 will
available on the Company''s website and can be accessed at www.amicforgings.com.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTY
During the year under review, contracts or arrangements entered into with the related party, as
defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business
on arm''s length basis. During the year the Company has not entered into any materially
significant related party transactions which may have potential conflict with the interest of the
Company at large. Further, all related party transactions entered into by the Company are
placed before the Audit Committee for its approval. Suitable disclosures as required are
provided in AS-18 which forms the part of the notes to the Financial Statement. In line with the
requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has
formulated a Policy on Related Party Transactions which is also available on Company''s
Website at www.amicforgings.com.
The particulars of the contracts or arrangements entered into by the Company with related
parties as referred to in Section 134 (3) (h) read with section 188(1) of the Act framed
thereunder, in the Form No. AOC-2 are annexed and marked as âAnnexure -IIIâ.
The Company generally complies with all applicable secretarial standards, issued by the
Institute of Company Secretaries of India and made applicable as per Section 118(10) ofThe
Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY
The Company has been carrying out Corporate Social Responsibility (CSR) activities under the
applicable provisions of Section 135 read with schedule VII (as amended from time to time) of
the Companies Act, 2013 and the Companies Corporate Social Responsibility Policy Rules, 2014.
Your Company believes in making lasting impact towards creating a just, equitable, human and
sustainable society. The CSR Policy of the Company is available on the Company''s website at
www.amicforgings.com. The Annual Report on CSR Activities'' is attached as Annexure âIV'' to
this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
A detailed report on Management Discussion and Analysis Report is included in this Report as
âAnnexure â Vâ.
Integrity, transparency and accountability are the fundamental pillars of the Company''s
corporate governance framework. The Company is committed to maintaining the trust and
confidence of its stakeholders by conducting its affairs in a fair, ethical and transparent manner.
The corporate governance practices of the Company are aimed at enhancing stakeholder value
while ensuring compliance with applicable laws and promoting sustainable business practices.
The Board of Directors continues to discharge its fiduciary responsibilities with due care and
diligence, with a commitment to maintaining appropriate standards of disclosure and
governance.
As the Company is listed on SME Platform of BSE Limited (BSE), pursuant to Regulation 15 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing
Regulationsâ), the provisions specified under Regulations 17 to 27, clauses (b) to (i) of sub¬
regulation (2) of Regulation 46, and paragraphs C, D and E of Schedule V of the SEBI Listing
Regulations are not applicable to the Company.
Accordingly, a separate Corporate Governance Report does not form part of this Board''s Report.
Notwithstanding the above, the Company remains committed to upholding high standards of
corporate governance, transparency, accountability and ethical conduct across all aspects of its
operations.
PRATICUI.ARS OF ENERGY CONSERVATION. ETC.
Particulars with respect to conservation of energy as per rule 8(3) of the Companies (Accounts)
Rule, 2014 are as under:
1. Conservation of energy : NIL
2. Technology Absorption : NIL
FOREIGN EXCHANGE EARNING AND OUT GO
a. Foreign Exchange Earning : NIL
b. Foreign Exchange out go : NIL
INDUSTRIAL RELATIONSHIP
The industrial relation during the year 2025-26 has been cordial. The Directors take on record
the dedicated services and significant efforts made by the Officers, Staff and Workers towards
the progress of the Company.
DETAILS OF APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
There is nothing to report under this for the year under review.
DETAILS ON ONE TIME SETTLEMENT
There is nothing to report under this for the year under review.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
As mandated under the Ministry of Corporate Affairs notification and in compliance with the
provisions of the Maternity Benefit Act, 1961, the Company affirms that it has duly adhered to
the statutory requirements concerning maternity benefits during the financial year 202 5-26.
The Company ensures the provision of maternity leave, nursing breaks, and other entitlements
as specified under the Act to all eligible women employees. We are committed to fostering a
safe, inclusive, and supportive workplace environment that upholds the rights and welfare of
women employees during and after maternity.
No complaints or grievances related to the denial of maternity benefits were reported during
the year.
ACKNOWLEDGEMENT
The Board of Directorswould like to express their sincere thanks to various State and Central
Government Department, bankers, Consultants, Advisors, shareholders and Investors for their
valuable co-operation and continued support throughout the year to the Company. The Board
of Directors also wish to place on record its deep sense of appreciation for the committed
services by the Company''s executives, staff and workers
On behalf of the Board of Directors
For AMIC Forging Limited
Girdhari Lal Chamaria Anshul Chamaria
Managing Director Whole Time Director
DIN:00513552 DIN: 06586643
Date;- 31st August, 2026
Place: Kolkata
The Board of Directors is pleased to present the 17th Boards'' Report of the company, along with the Audited Financial Results for the year ended March 31, 2024.
FINANCIAL RESULTS
The highlight of the Standalone and Consolidate financial performance of the Company for the year ended March 31, 2024 is summarized as follows: (Rs. In Lakhs)
|
Standalone |
Consolidated |
|||
|
Particulars |
For the Year ended 31st March, 2024 |
For the Year ended 31st March, 2023 |
For the Year ended 31st March, 2024 |
For the Year ended 31st March, 2023 |
|
Revenue from operation |
12614.67 |
11,585.41 |
12614.67 |
11,585.41 |
|
Other Income |
335.16 |
97.60 |
336.81 |
97.60 |
|
Gross Revenue |
12949.83 |
11,683.01 |
12951.48 |
11,683.01 |
|
Profit before depreciation, interest and tax |
1983.87 |
1454.55 |
1985.52 |
1454.55 |
|
Less: Interest |
52.44 |
79.08 |
52.44 |
79.08 |
|
Profit before Depreciation and Tax |
1931.43 |
1375.47 |
1933.08 |
1375.47 |
|
Less: Depreciation & Amortization |
71.39 |
60.35 |
71.39 |
60.35 |
|
Profit before Exceptional item and Tax |
1860.04 |
1315.12 |
1861.69 |
1315.12 |
|
Exceptional items |
0 |
6.85 |
0 |
6.85 |
|
Profit before Tax |
1860.04 |
1308.27 |
1861.69 |
1308.27 |
|
Less: Current Tax |
452.89 |
333.03 |
452.89 |
333.03 |
|
Deferred Tax |
4.21 |
7.46 |
4.21 |
7.46 |
|
Prior Period Tax |
19.63 |
1.62 |
19.63 |
1.62 |
|
Profit after Tax |
1383.31 |
966.15 |
1384.96 |
966.15 |
|
Share of profit from Associates |
0 |
0 |
-.165 |
0 |
|
Profit for the year |
1383.31 |
966.15 |
1383.31 |
966.15 |
|
Basic and Diluted Earnings Per share (EPS) |
16.04 |
12.65 |
16.06 |
12.65 |
REVIEW OF OPERATION
During the year under review, the Company has earned a total revenue from operations of Rs. 12614.67 Lakhs for the year ended March 31, 2024 as against Rs. 11,585.41 Lakhs in the previous financial year. The Company has recorded a profit (PBT) of Rs. 1860.04 Lakhs for the year ended March 31, 2024 as compared to Rs. 1308.27 Lakhs in the previous financial year. The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2024 stood at Rs. 1383.31 Lakhs as compared to Rs. 966.15 Lakhs in the previous financial year. Earnings per share (EPS) for the financial year 2023-24 is Rs. 16.04, showing an increase from the previous year''s Rs. 12.65.
DIVIDEND
The Board of Directors does not recommend any dividend for the financial year ended on 31st March, 2024 in order to conserve resources for future development.
INVESTOR EDUCATION AND PROTECTION FUND
The Company has no amount lying under unpaid dividend or unpaid interest account or such other amount as mentioned under section 124 of the Companies Act, 2013 and hence no amount is required to be transferred to the Investor Education and Protection Fund.
TRANSFER TO RESERVES
The Board of Directors has not recommended any amount to be transferred to reserve for the financial year ended 31st March, 2024
CHANGE IN NATURE OF BUSINESS. IF ANY
During the year, there was no change in the nature of business of the Company.
FUTURE OUTLOOK
The company is pursuing backward integration with goal of achieving cost saving, improved efficiency and increase revenue. We are also pursuing forward integration to change grain size , refine magnetic and electrical properties to increase the resistance to corrosion as well as resistance to wear.
SHARE CAPITAL AUTHORIZED SHARE CAPITAL
The Authorized Share Capital of the Company as on March 31, 2024 was Rs 11,00,00,000/-(Rupees Eleven Crore) divided into 11,000,000 shares of Rs 10/- each.
ISSUED AND PAID-UP CAPITAL
The Paid-up Equity Share Capital as on March 31, 2024 was Rs. 10,48,84,100/- (Rupees Ten Crore Forty Eight Lakh Eight Four Thousand One Hundred Only) divided into 1,04,88,410 Shares of Rs. 10/- each.
The equity shares of the company are listed on the SME Platform of Bombay Stock Exchange (âBSEâ)
INITIAL PUBLIC OFFER:
During the year under review, your Company has successfully completed its Initial Public Offer (IPO) and has infused funds by offering 27,62,000 fresh Equity Shares (the âFresh Issueâ) to the public. Fresh Issue (the âIPOâ) was offered to various categories of investors cluding Qualified Institutional Buyers, Retail Individual Investors, Non-Institutional Investors, Non-Resident Indians, and Registered Foreign Portfolio Investors, as permitted under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws. The Equity Shares of the Company are listed on December 6, 2023 on the Bombay Stock Exchange Limited (âStock Exchangeâ) on the BSE-SME Platform. All the Equity shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN no. allotted to the Equity shares of the Company is INE0P9J01013.
LISTING OF SHARES:
The Company''s equity shares are listed on SME platform of Bombay Stock Exchange of India Limited with Symbol AMIC. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing Fees up to the year 2024-25.
ALTERATION OF ARTICLES OF ASSOCIATION
Your Company has replaced its Articles of Association (AOA) as per the requirements of the Companies Act, 2013 by passing a special resolution at the Extraordinary General Meeting.
SEGMENT
The Company is engaged only in one segment i.e. Steel forgings and machined heavy precision part.
DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANY
The Company does not have any joint ventures. However, the company has following subsidiary or associate Company/LLP:
|
Name of Company LLP |
Subsidiary/ Associates |
|
DakorLogistics LLP |
Associates |
DEPOSITS
Your company has not accepted any deposits under section 73 of the Companies Act 2013 during the year and there is no outstanding amount of principal or interest as on the date of the balance sheet.
PARTICULARS OF LOANS. GURANTEES AND INVESTMENTS:
The Company has granted Loan, or advances in the nature of loan or stood guarantee or provided security to the following person or entity.
|
Name of borrower |
Nature |
Relation |
Amount |
Balance outstanding on 31st March 2024 |
|
Mackeil Ispat & Forging Ltd |
Loan |
Common Director |
Rs. 1,50,00,000/- |
Rs. 1,88,73,377/- |
|
Dakor Logistics LLP |
Investment |
Director is Designated partner |
Rs. 4,40,00,000/- |
Rs. 4,38,35,305/- |
|
Samriddhi Metals Pvt Ltd |
Loan |
Others |
Rs. 7,71,00,000/- |
Rs. 9,16,90,474/- |
However, the company has not made Investment through more than two layers of Investment Companies in accordance with Section 186 of the Act
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end date of Financial year and the date of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANIES OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators, courts or tribunals, which affect the going concern status of the Company and its operations in future.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate Internal Financial Control as required under section 134(5)(e) of the Companies Act, 2013 and the same was evaluated by the Audit Committee. During the year such controls were tested with reference to financial statements and no material weakness in the formulation or operations were observed. The Statutory Auditors of the Company conducted audit on the Company''s internal financial control over financial reporting and the report of the same is annexed with Auditors'' Report.
PARTICULARS OF EMPLOYEES
Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the Company and hope that their continued support will help in achieving the goals of the Company.
Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure âI''.
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees in terms of the remuneration is attached as Annexure âIA''.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
The following is the composition of the Board as on 31 March 2024.
|
Name |
DIN |
Designation |
|
Girdhari Lal Chamaria |
00513552 |
Managing Director |
|
Anshul Chamaria |
06586643 |
Whole Time Director |
|
Parma Nand Gupta |
09824428 |
Independent Director |
|
Pravin Poddar |
09003659 |
Independent Director |
|
Rashmi Chamaria |
09810941 |
Non Executive Director |
|
Anshul Chamaria |
- |
CFO |
|
Neha Fatehpuria |
- |
Company Secretary & Compliance Officer |
Retirement by Rotation
Mr. Anshul Chamaria, Non-Executive Director of the Company, will retire by rotation and being eligible, offered himself for re-appointment at the ensuing Annual General Meeting (AGM).
Appointment & resignation of Directors & KMP
During the year under review following are the changes in the Directors & KMP-
- Mr. Anshul Chamaria was designated as an Executive Director of the Company from non executive Director w.e.f. 4th July, 2023.
- Mr Parma Nand Gupta, who was appointed as additional Independent Director of the Company with effect from 1st March, 2023 got regularize in the EGM held on 25th July, 2023.
- Mr Pravin Poddar, who was appointed as additional Independent Director of the Company with effect from 1st March, 2023 got regularize in the EGM held on 25th July, 2023
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company confirming that:
a. they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and
b. they have registered their names in the Independent Directors'' Databank p ursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto
NUMBER OF MEETING OF THE BOARD
During the year under review 20 (Twenty) Board meetings were convened and held respectively on the following dates: 29.04.2023, 07.06.2023, 22.06.2023, 01.07.2023,
04.07.2023, 14.07.2023, 25.07.2023, 05.08.2023, 10.08.2023, 21.08.2023, 25.08.2023,
31.08.2023, 25.09.2023, 21.11.2023, 28.11.2023, 02.12.2023, 04.12.2023, 11.12.2023,
26.12.2023 and 22.03.2024
The maximum time gap between any two consecutive meetings did not exceed 120 (One Hundred Twenty) days.
COMMITTEE OF THE BOARD
As on 31st March, 2024, the Board have 4 (four) Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder''s Relationship Committee and Corporate Social Responsibility Committee.
NUMBER OF COMMITTEE MEETING:
1. Audit Committee
The composition of the Audit Committee has been precisely structured to align with the requirements outlined in Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members of the Audit Committee collectively possess substantial financial and accounting expertise, ensuring a high level of proficiency within the committee. The committee is comprised of 3 members, and the Company Secretary is the Secretary of the committee. The detail of the composition of the Audit Committee along with their meetings held/ attended is as follows:
|
Name |
Designation |
No of meeting held |
No of Meeting Attended |
|
Mr. Pravin Poddar |
Chairman |
3 |
3 |
|
Mr. Parma Nand Gupta |
Member |
3 |
3 |
|
Mrs Rashmi Chamaria |
Member |
3 |
3 |
All the recommendation made by the Audit Committee in the financial year 2023-24 was approved by the Board.
During the year under review, meetings of Audit Committee were held on the following dates:
|
Date of Meetings |
|
25/09/2023 |
|
26/12/2023 |
|
14/02/2024 |
2. Nomination & Remuneration Committee:
The Nomination & Remuneration Committees composition meets with the requirement of section 178 of the companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possess sound knowledge/expertise/exposure. The Committee comprised of 3 members as per Table here in below.
The Company Secretary is the Secretary and Compliance Officer of the Committee.
The detail of a composition of the Nomination & Remuneration Committee along with their meetings held/ attended are as follows: -
|
Name |
Designation |
No of meeting held |
No of Meeting Attended |
|
Mr. Parma Nand Gupta |
Chairman |
1 |
1 |
|
Mr. Pravin Poddar |
Member |
1 |
1 |
|
Mrs Rashmi Chamaria |
Member |
1 |
1 |
During the year under review, one meeting of Nomination & Remuneration Committee on
25.09.2024 was held.
3. Stakeholder Relationship Committee:
The Stakeholders Relationship Committee meets with the requirement of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Company''s transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints. The Committee comprised of 3 members as per Table here in below.
The Company Secretary is the Secretary and Compliance Officer of the Committee.
The detail of a composition of the said Committee along with their meetings held/ attended is as follows: -
|
Name |
Designation |
No of meeting held |
No of Meeting Attended |
|
Mr. Parma Nand Gupta |
Chairman |
2 |
1 |
|
Mr. Girdhari Lal Chamaria |
Member |
2 |
2 |
|
Mrs Rashmi Chamaria |
Member |
2 |
2 |
During the year under review, two meetings of Stakeholders Relationship Committee on
25.09.2024 and 10.01.2024 were held.
Securities and Exchange Board of India (âSEBI'') Complaints Redress System ("SCORES").
All the investor complaints pertaining to the listed Companies will be electronically sent through SCORES and the Companies or their appointed Registrar & Share Transfer Agent (R&TA/ STA) are required to view the pending complaints and submit âAction Taken Report'' (âATRs'') along with necessary documents electronically in SCORES. Further, there is no need to file any physical ATRs with SEBI. The Company had completed the required registration under SCORES to efficiently and effectively redress the investors/shareholders complaints on time.
4. Corporate Social Responsibility Committee
The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 135 of the Companies Act, 2013.
Brief Terms of Reference of the Committee inter-alia includes:
> Formulate and recommend to the Board, a CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Act;
> Recommend the amount of expenditure to be incurred on the activities mentioned in the CSR Policy and monitor the CSR Policy;
> To institute a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company.
2 (Two) Corporate Social Responsibility Committee Meetings were held during the year 2023-24. The details are given below:
|
25.09.2023 |
26.12.2023 |
22.03.2024 |
The Corporate Social Responsibility Committee comprises the following Directors and their attendance in the Committee Meeting is given below:
|
Name |
Designation |
No of meeting held |
No of Meeting Attended |
|
Mr. Girdhari Lal Chamaria |
Chairman |
3 |
3 |
|
Mr. Parma Nand Gupta |
Member |
3 |
3 |
|
Mrs Rashmi Chamaria |
Member |
3 |
3 |
Independent Directors
During the year 2023-24, a meeting of the Independent Directors of the Company was held on 23rd March, 2024. The matters discussed at the Independent Directors Meeting, inter alia, included the evaluation of the performance of Non-Independent Directors including the Chairman of the Company. The performance evaluation criteria for Independent Directors are mentioned in the Report of the Board of Directors.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR), Regulations, 2015. In the opinion of the Board and on due assessment, the Independent Directors, fulfills the conditions of independence as specified in the Companies Act, 2013 and the LODR, Regulations, 2015.
STATUTORY AUDITORS
The present Statutory Auditors, M/s AAA & Associates, Chartered Accountants (FRN 324719E), holds office upto the conclusion of the Annual General Meeting (AGM) to be held for the financial year 2023-24.
As per the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder it is mandatory for the Company to rotate the current Statutory Auditors on completion of maximum term as permitted under the Act and rules made thereto. Accordingly, based on the recommendation of Audit Committee, the Board of Directors has appointed M/s. M/s K N Gutgutia & Co. Chartered Accountants, Kolkata (Firm Registration No. 304153E.) as Statutory Auditors of the Company to hold office of the Statutory Auditors from the conclusion of the Seventeenth Annual General Meeting of the Company to be held for the financial year 2023-24 till the Twenty Second Annual General Meeting of the Company subject to the approval of the Shareholders in the Annual General Meeting. Requisite letter pursuant to Section 139 and 141 of the Companies Act, 2013 from M/s K N Gutgutia & Co. Chartered Accountants, Kolkata (Firm Registration No. 304153E.) about their consent and eligibility for appointment as the Statutory Auditors of the Company has been received by the Company.
AUDITORSâ REMARKS
The Notes on the financial statements referred to in the Auditor''s Report are self -explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITORS
The Board had appointed Mr. B K Barik, Practicing Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2024-25 under the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations.
The Secretarial Audit Report in Form MR-3 for the year ended on 31st March, 2024 is attached as Annexure âII'', which is self-explanatory and hence do not call for any further explanation and the Report does not contain any qualification, reservation, adverse remark.
COST RECORDS
The provisions of Section 148 of the Companies Act, 2013 read with Notifications/ Circulars issued by the Ministry of Corporate affairs from time to time, regarding maintenance of Cost records are applicable to the company.
COST AUDITOR
The Company had received consent and confirmation of eligibility pursuant to section 148 of the Companies Act, 2013 from M/s Sohan Lal Jalan and Associates, cost Accountants regarding their appointment as the Cost Auditors of the Company for the financial year 2024-25. Thereafter, the Board of Directors on recommendation of the Audit Committee has appointed M/s Sohan Lal Jalan and Associates, cost Accountants, as the Cost Auditors of the Company for the financial year 2024-25. Accordingly, remuneration, as recommended by the Board, would be paid to M/s. Sohan Lal Jalan and Associates, for the financial year 2024-25, subject to ratification of the members at the ensuing AGM.
DISCLOSURE RELATING TO MATERIAL VARIATIONS
As per Regulation 32(1) of the Listing Regulations, details of Statement of material variation or deviation are available on company website at www.amicforgings.com
BUSINESS RISK MANAGEMENT
Every business is subject to risks, uncertainties that could cause actual results to differ materially from those contemplated. The Company has in place a mechanism comprising of regular audits and checks to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the management. Major risks identified are systematically addressed through risk mitigation actions on a continuing basis.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT. 2013
The Company has in place the Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.
The summary of the Sexual Harassment complaints received during the 2023-24 are as under:
|
Number of complaints |
Number of complaints |
Number |
of complaints |
|
received |
disposed of |
pending |
|
|
0 |
0 |
0 |
|
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors have not reported to the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, hence, there is nothing to be mentioned in the Board''s report in this regard.
INSIDER TRADING & STRUCTURED DIGITAL DATABASE
The Company has implemented the Code of Internal Procedure & Conduct as required under the extant SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has also in existence a Structured Digital Database as mandated under the above Regulations.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(3) (c) of the Companies Act, 2013 the director would like to state that :
i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
ii. 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period;
iii. The directors had taken proper and sufficient care 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;
iv. The directors had prepared the annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and
vi. The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such system were adequate and operating effectively.
WEB ADDRESS OF ANNUAL RETURN
The draft Annual Return (e-Form MGT-7) of the Company for the year ended 31st March, 2024 pursuant to the provisions of Section 134(3)(a) and Section 92 of the Companies Act, 2013 is available on the Company''s website and can be accessed at www.amicforgings.com.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS MADE WITH RELATED PARTY
During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business on arm''s length basis. During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Further, all related party transactions entered into by the Company are placed before the Audit Committee for its approval. Suitable disclosures as required are provided in AS-18 which forms the part of the notes to the Financial Statement. In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Company''s Website at www.amicforgings.com.
The particulars of the contracts or arrangements entered into by the Company with related parties as referred to in Section 134 (3) (h) read with section 188(1) of the Act framed thereunder, in the Form No. AOC-2 are annexed and marked as âAnnexure -IIIâ.
SECRETARIAL STANDARDS
The Company generally complies with all applicable secretarial standards, issued by the Institute of Company Secretaries of India and made applicable as per Section 118(10) of The Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY
The Company has been carrying out Corporate Social Responsibility (CSR) activities under the applicable provisions of Section 135 read with schedule VII (as amended from time to time) of the Companies Act, 2013 and the Companies Corporate Social Responsibility Policy Rules, 2014. Your Company believes in making lasting impact towards creating a just, equitable, humane and sustainable society. The CSR Policy of the Company is available on the Company''s website at www.amicforgings.com. The Annual Report on CSR Activities'' is attached as Annexure âIV'' to this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
A detailed report on Management Discussion and Analysis Report is included in this Report as âAnnexure â Vâ.
CORPORATE GOVERNANCE REPORT:
Since the company has been listed on SME Platform of Bombay Stock Exchange Limited (BSE), by virtue of regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulation 17 to 27 and clause B to (1) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.
PRATICULARS OF ENERGY CONSERVATION. ETC.
Particulars with respect to conservation of energy as per rule 8(3) of the Companies (Accounts) Rule, 2014 are as under:
1. Conservation of energy : NIL
2. Technology Absorption : NIL
FOREIGN EXCHANGE EARNING AND OUT GO
a. Foreign Exchange Earning : 1482.83 Lacs
b. Foreign Exchange out go : 8.83 Lacs
INDUSTRIAL RELATIONSHIP
During the year under review, your company enjoyed relationship with workers and employees at all levels.
DETAILS OF APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016
There is nothing to report under this for the year under review.
DETAILS ON ONE TIME SETTLEMENT
There is nothing to report under this for the year under review.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere thanks to various State and Central Government Department, bankers, Consultants, Advisors, shareholders and Investors for their valuable co-operation and continued support throughout the year to the Company. Your Directors would also sincerely acknowledge the significant contribution made by the Executives, Staff and workers for their dedicated services to the company.
For and on behalf of the Board of Directors AMIC Forging Limited
Sd/- Sd/-
Girdhari Lal Chamaria Anshul Chamaria
Managing Director Director
DIN: 00513552 DIN: 06586643
Date;- 30th May, 2024 Place: Kolkata
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