Dear Shareholders,
Your Directors have pleasure in presenting their 27th Annual
Report on the business and operations of the Company together with the Audited Financial
Statements for the Financial Year ended 31st March, 2025.
1. Financial Highlights
| Particulars |
2024-25 |
2023-24 |
| Revenue from operations (Net) |
1274.26 |
1501.24 |
| Other Income |
9.79 |
13.02 |
| Total Income |
1284.05 |
1514.27 |
| Less: Cost of Goods Sold |
1254.56 |
1467.68 |
| Less: Employment Benefit Expenses |
1.46 |
1.31 |
| Less: Other Expenses |
2.37 |
3.39 |
| Total Expenses |
1258.39 |
1472.38 |
| Earning before Financial charges, Depreciation
&Amortization and Taxes (EBITDA) |
25.66 |
41.89 |
| Add: Exceptional Items |
- |
- |
| Less: Depreciation SAmortization |
0.46 |
0.43 |
| Less: Financial Charqes |
15.65 |
13.21 |
| Earnings Before Tax |
9.55 |
28.25 |
| Less: Current Tax |
2.59 |
7.40 |
| Less: Deferred Tax |
(0.03) |
(0.05) |
| Less: Income Tax of Previous Years |
- |
- |
| Less: Interest on Income Tax/ TDS/ TCS/ Sales Tax |
- |
- |
| Eamings/Profit after taxes (PAT) |
6.99 |
20.90 |
| Earnings Per Share (Basic) (Rs.) |
1.23 |
3.67 |
| Earnings Per Share (Diluted) (Rs.) |
1.23 |
3.67 |
2. Review of Business Operation
During the year under review, the Company reported a total income of
?1,284.05 crores, reflecting a decline of 15.20% compared to ?1,514.27 crores in the
previous financial year.
The net profit after tax also saw a significant drop, falling by over
66.55% to ?6.99 crores in the current year, as against ?20.90 crores in the prior year.
3. Capital Structure
There is no change in the capital structure of the company during the
year under review.
4. Dividend
Your directors have decided to conserve the resources for future
requirements and hence do not recommend any dividend for the year under review.
5. Public Deposits
During the year under review, the Company has not accepted any deposits
from public. There are no outstanding/unclaimed deposits and hence no details as required
under Rule 8(5)(v) and 8(5)(vi) have been provided.
6. Transfer of Reserves
Profit after tax during the year has been transferred to Surplus under
the head "Reserves & Surplus" forming part of the Balance Sheet.
7. Extract of Annual Return
In accordance with section 92(3) of the Companies Act, 2013, the Annual
Return of the Company as on 31st March, 2025 is available on the Company?s
website and can be assessed at http://www.anmolindialtd.com.
8. Details of Subsidiary/ Joint Venture/ Associate Companies
The company neither has any subsidiary or associate company nor has
entered into any joint venture with any other company.
9. Change in the Nature of Business
There is no change in the nature of business activities of the company
during the year under review.
10. Detail of Directors or KMP Appointed/ Resigned during the year
Pursuant to provisions of Section 152(6) of the Companies Act, 2013,
Mr. Tilak Raj, Director retires by rotation and being eligible, offers himself for
re-appointment.
During the year under review Mr. Kapil was appointed as Non-Executive
Director of the Company w.e.f. 01st October, 2024 and Mrs. Ridhima Garg as
Independent Director of the Company w.e.f. 01st October, 2024.
11. Declaration Given by Independent Director
Your Company has received declarations from each of the independent
director under Section 149 (7) of the Companies Act, 2013, that he/ she meets the criteria
of Independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation
16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
12. Policy on Director?s Appointment and Policy on Remuneration
In adherence to section 178(1) of the Companies Act, 2013, the Board of
Directors of the Company regularly reviews the policy on Director's Appointment and
Remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under section 178(3), based on the
recommendations of the Nomination and Remuneration Committee. A copy of relevant policy is
placed on the company?s website atwww.anmolindialtd.com.
13. Committees of the Board
There are currently Four Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
Details of all the Committees along with their charters, composition
are placed on the website of the Company at www.anmolindialtd.com.
14. Management Discussion And Analysis Report
Management Discussion and Analysis Report for the year under review as
stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)
is presented in a separate section forming part of this Annual Report Annexure-3.
15. Material Changes and Commitment if any, affecting the Financial
Position of the Company There are no material changes and commitment affecting the
financial position of the Company.
16. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, SEBI (LODR),
Regulations 2015 and other applicable acts, the Board has carried out an annual
performance evaluation of its own performance, its committees and each director.
Evaluation of the Board and its Committees is based on various aspects
of their functioning, such as, adequacy of the constitution and the composition of the
Board and its committees, matters addressed in the meeting, processes followed at the
meeting, Board?s focus, regulatory compliances and corporate governance etc., are in
place. Similarly, for evaluation of Individual Director?s performance, various
parameters like Director?s profile, contribution n Board and Committee meetings,
execution and performance of specific duties, obligations, regulatory compliances and
governance etc., are considered.
The performance evaluation of all the Independent Directors have been
done by the entire Board, excluding the Director being evaluated. On the basis of
performance evaluation done by the Board, it determines whether to extend or continue
their term of appointment, whenever their respective term expires. The Directors expressed
their satisfaction with the evaluation process.
17. Classes of Shares
The Company has only one class of equity shares of Face value of
Rs.10/- each.
18. Meeting of the Board and Committees
During the financial year ended 31st March, 2025, the Board
of Directors met 15 (Fifteen) times, members of Audit Committee met 05 (Five) times,
members of Nomination and Remuneration Committee met 02 (Two) times, members of
Stakeholders Relationship Committee met (4) four times and members of Corporate Social
Responsibility Committee met 04 (Four) times. Further details w.r.t. Meeting of the Board
of directors and its committee and their detailed briefs are given in the Corporate
Governance Report. For details, please refer Corporate Governance Report as Annexure-1
forming part of this Annual Report.
19. Corporate Governance Report
The Corporate Governance report attached as Annexure-1 forms part of
this report.
20. Director?s Responsibility Statement
In accordance with the provisions of Section 134(3) (c) read with
Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility
Statement:
In the preparation of the annual accounts for the year ended March 31st,
2025,the applicable accounting standards read with requirements set out under Schedule III
to the Act, have been followed and there are no material departures from the same;
a) the Directors have 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 as at March 31st,
2025 and of the profit of the Company for the year ended on that date;
b) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
c) the Directors have prepared the annual accounts on a going
concern? basis;
d) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
e) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
21. Related Party Transactions
All related party transactions that were entered into during the FY
2024-25 were on an arm?s length basis and were in the ordinary course of the
business. There are no materially significant related party transactions made by the
Company with Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the Company at large. For further details, please
refer Note No. 31 forming part of financial statements.
22. Significant/ Material Orders Passed by the Regulators
There are no significant/material orders passed by the Regulators or
Courts or Tribunals impacting the going concern Status of your Company and its operations
in future.
23. Auditor?s Report
The notes on financial statement referred to in the Auditor?s
Report are self-explanatory and therefore, in the opinion of the Directors, do not call
for any further explanation. The Auditor?s Report does not contain any qualification,
reservation or any adverse remark and hence do not call for any further comments.
Further, since the Auditors have not reported any instances involving
Fraud in their Audit Report, the particulars as prescribed under Section 134 (3) (ca) of
the Companies Act, 2013 have not provided.
24. Secretarial Auditor?s Report
Secretarial Audit Report in Form MR-3 given by M/s Harsh Goyal &
Associates, Practicing Company Secretaries has been provided in an Annexure-2 which forms
part of the Director?s Report.
The secretarial Auditor?s Report for the financial year 2024-25,
does not contain any qualification, observation or adverse remarks and therefore, in the
opinion of Directors, do not call for any further comments.
25. Code of Conduct for Prevention of Insider Trading
Your Company?s Code of Conduct for prevention of Insider Trading
covers all the Directors, senior management personnel, persons forming part of
promoter(s)/ promoter group(s) and such other designated employees of the Company, who are
expected to have access to unpolished price sensitive information relating to the Company.
The Directors, their relatives senior management personnel, persons forming part of
promoter(s)/ promoter group(s), designated employees etc. are restricted in purchasing,
selling and dealing in the shares of the Company while in possession of unpublished price
sensitive information about the Company as well as during the course of trading window.
The Board of Directors has approved and adopted the Code of Conduct to
regulate, monitor and report Trading by insiders. The Board has also approved the Code for
fair disclosure in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and
the same can be accessed on Company?s website www.anmolindialtd.com.
26. Particulars of Employees
There are no employees who are in receipt of remuneration in excess of
the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Accordingly, details as required under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been
provided.
The details forming part of top ten employees in terms of remuneration
of the Company is annexed herewith as Annexure-5.
The statement containing particulars of employees as required under
Section 197 (12) of the Companies Ad, 2013 read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules. 2014 are given below:
| S. Name of Director/ KMP and No. Designation |
Remunerati on of Director/ KMP for the FY
2024-25 |
Percentage Increase/ Decrease in
remuneration in the Financial Year 2024-25 |
Ratio of Remuneration of each director to
the Median Remuneration of Employees |
| 1 Mr. Vijay Kumar, Managing Director & CFO |
30.00,000/- |
- |
8.33:1 |
| 2 Mr. Chakshu Goyal, Wholetime Director |
24.00,000/- |
- |
6.67:1 |
| 3 Mrs. Parabhjot Kaur, ComDanv Secretary |
3,54,000/- |
9.26% |
0.98:1 |
The median remuneration of employees of the Company during the
financial year 2024-25 was Rs. 3,60,000/-.
27. Cost Auditor
As per the requirement of the Central Government and pursuant to
section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit)
Rules, 2014 as amended from time to time, maintenance of Cost records and appointment of
cost Auditors are not applicable on your Company.
28. Loans, Guarantees and Investments
The details of loans, guarantees and investments under Section 186 of
the Companies Act, 2013, if any, read with the Companies (Meetings of Board and its
Powers) Rules, 2014 are given in the notes to the Financial Statements.
29. Internal Financial Controls Related to Financial Statements
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are proper, adequate and operating effectively.
The Board has accounting policies which are in line with the Accounting Standards
prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply
under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the
Companies Act, 2013, to the extent applicable. These are in accordance with generally
accepted accounting principles in India.
30. Vigil Mechanism/ Whistle Blower Policy
Your Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors have formulated a Whistle
Blower Policy which is in compliance with the provisions of Section 177 (10) of the
Companies Act, 2013 The policy provides for a framework and process whereby concerns can
be raised by its employees against any kind of discrimination, harassment, victimization
or any other unfair practice being adopted against them. More details on the vigil
mechanism and the Whistle Blower Policy of your Company is placed on the website of the
Company at www.anmolindialtd.com.
31. Disclosures as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
Company has not yet constituted any Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
However, The Company has zero tolerance for sexual harassment at workplace and has adopted
a Policy on prevention, prohibition and redressal of sexual harassment at workplace in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the
Rules thereunder for prevention and redressal of complaints of sexual
harassment at workplace. Company has not received any complaint on sexual harassment
during the financial year 2024-25.
32. Separate Meeting of Independent Directors
During the year under review, the following Independent Directors met
on 24th March, 2025, discussed and reviewed the performance of non-independent
Directors, the Board and the Chairman of the Company and also to assess the quality,
quantity and timeliness of flow of information between the Company management and the
Board.
1. Sanjeev Kumar
2. Sumit Goswami
3. Bhupesh Goyal
4. Bhupinder Preet Kaur
.33. Listing with Stock Exchanges
Your Company has paid Annual Listing Fees for the Financial Year
2024-25 to the BSE Limited & National Stock Exchange of India Limited (NSE) where the
Company?s Shares are listed.
34. Conservation of Energy and Technology Absorption
Even though operations of the Company are not energy intensive, the
management has been highly conscious of the importance of conservation of energy and
technology absorption at all operational levels and efforts are made in this direction on
a continuous basis.
In view of the nature of activities which are being carried on by the
Company, the particulars as prescribed under section 134(3)(m) of the Companies Act, 2013
read with rule 8 of the Companies( Accounts) Rules, 2014 regarding Conservation of Energy
and Technology Absorption are not applicable to the Company and hence have not been
provided.
35. Foreign Exchange Earnings & Outgo
The Company has incurred an expenditure of Rs. 471.59/- Crores in
foreign exchange during the financial year 2024-2025 towards imports.
36. Corporate Social Responsibility Activity
The Company has constituted Corporate Social Responsibility Committee
in compliance with the provisions of Section 135 of the Act read with the Companies
(Corporate Social Responsibility), Rules 2014. Your Company has been undertaking CSR
activities on a significant scale, upholding the belief that corporate have a special and
continuing responsibility towards social development.
The CSR Policy is available on the website of the Company
www.anmolindialtd.com. During the year, the Board has undertaken activities relating to
corporate social responsibility as per the provisions of the Companies Act, 2013 as
detailed in Annexure-4.
37. Disclosure under the Insolvency and Bankruptcy Code
Company has not made any application or any proceeding is pending under
the Insolvency and Bankruptcy Code (IBC), 2016 during the Financial Year 2024-25.
38. Disclosure of Valuation of Assets
The Company has not done any one time settlement and hence no
information is provided on difference between the amounts of the valuation executed at the
time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
39. Acknowledgement
Your Directors express their sincere appreciation for the cooperation
and assistance received from customers, suppliers, employees, shareholders, bankers,
Government agencies, financial institutions, regulatory bodies and other business
constituents during the year under review. The Directors express their sincere thanks to
the lenders of the Company for continuous support during
the year. Your Directors also wish to place on record their deep sense
of appreciation for the commitment displayed by all executives, officers and staff,
resulting in the successful performance of the Company during the year.