|
To,
The Members Amit Securities Ltd.
The Directors take pleasure in presenting their 3 3rd Annual Report
together with the Standalone and Consolidated Audited Financial Statements for the year
ended 31st March, 2025and the Management Discussion and Analysis has also been
incorporated into this Report.
HIGHLIGHTS OF PERFORMANCE ON STANDALONE BASIS:
¦ Total income for the year was Rs.256.10 Lakhs as compared to
Rs.217.55 Lakhs in the previous year;
¦ Income from operations for the year was Rs.232.66 Lakhs as
compared to Rs.197.01Lakhs in the previous year;
¦ Profit (Loss) before tax for the year was Rs. 24.86 Lakhs as
compared to Rs. 19.67 Lakhsin the previous year;
¦ Profit (loss) after tax for the year was Rs. 18.42 Lakhs as
compared to profit of Rs.14.65 Lakhsprevious year.
¦ Net Profit (loss) after other comprehensive income for the
year was Rs. 18.45 Lakhs as compared to Rs. 14.69 previous year.
SUMMARISED PROFIT AND LOSS ACCOUNT
| Particulars |
Standalone |
Consolidated |
|
31.03.25 |
31.03.24* |
31.03.25 |
31.03.24 |
| Revenue from Operations ( Net) |
232.66 |
197.01 |
232.66 |
197.01 |
| Other Income |
23.44 |
20.54 |
23.44 |
20.54 |
| Total Income |
256.10 |
217.55 |
256.10 |
217.55 |
| Total Expenditure before Depreciation |
231.24 |
197.88 |
231.24 |
197.88 |
| Profit before Depreciation & Tax (EBIDTA) |
24.86 |
19.67 |
24.86 |
19.67 |
| Less: Depreciation |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit before Tax and exceptional item |
24.86 |
19.67 |
24.86 |
19.67 |
| Less: Exceptional Item |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit before Tax |
24.86 |
19.67 |
24.86 |
19.67 |
| Less: (a) Current Tax |
6.43 |
5.02 |
5.02 |
5.02 |
| (b)Deferred Tax |
0.00 |
0.00 |
0.00 |
0.00 |
| ( c ) MAT credit written off |
0.00 |
0.00 |
0.00 |
0.00 |
| Net Profit for the Year |
18.42 |
14.65 |
18.42 |
14.65 |
| Share of Profit from Associate |
- |
- |
54.10 |
10.88 |
| Add: Other Comprehensive Income |
0.03 |
0.03 |
0.04 |
0.04 |
| Total Comprehensive Income |
18.45 |
14.69 |
72.55 |
25.58 |
| Paid up Equity Share Capital |
710 |
710 |
710 |
710 |
| EPS (Equity Shares of Rs. 10/- each) Basic
& Diluted (in Rs.) |
0.26 |
0.21 |
0.26 |
0.36 |
DIVIDEND:
Your directors propose to preserve the profits for the growth of the
company and do not recommend any dividend for the year 2024-25. (Previous year: Nil)
SHARE CAPITAL AND TRANSFER OF AMOUNT TO RESERVES:
The paid-up Equity Share Capital as on 31st March, 2025was Rs. 710.00
Lakhs divided into 71.00 Lakhs equity shares of Rs. 10/- each (excluding 5,68,200 partly
paid up equity shares earlier on which Rs. 22,72,800 were forfeited and the said shares
were not re-issued by the Company up to 31stMarch, 2025 ). During the year under review
and the Company has not issued any shares with differential voting rights nor granted
stock options nor sweat equity. As on 31st March, 2025, none of the Directors of the
Company hold any security or convertible instruments of the Company.
TRANSFER TO RESERVES AND SURPLUS:
During the year under review, your Company has transferred an amount of
Rs.18,41,654(EighteenLakhLortyOne Thousand Sixhundred and Eifty Four)to the general
reserves and surplus.
CASH AND EQUIVALENT TO CASH
Cash and cash equivalent as at 31st March, 2025was Rs.2,68,175(Two
Lakhs Sixty Eight Thousand One Elundred SeventyFiveonly). Your Company continues to focus
on judicious management of its working capital. Receivables, inventories and other working
capital parameters were kept under strict check through continuous monitoring.
CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year under review, your Company has not changed its nature
of business.
DEPOSITS:
The details relating to deposits, covered under Chapter V of the Act, -
| a) Accepted during the year |
: Nil |
| b) Remained unpaid or unclaimed as at the end
of the year |
: Nil |
| c) Whether there has been any default in
repayment of deposits or payment of interest thereon during the year and if so, number of
such cases and the total amount involved |
: Nil |
Details of deposits which are not in compliance
with the requirements of Chapter V of the Act:
The Company has not accepted any deposits which are not in compliance
of the Companies (Acceptance of Deposits) Rules, 2014 during the financial year.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR
INVESTMENTS:
Your company has not given any guarantee or provided any security to
the other business entity during the financial year but the company has provided unsecured
loan to its Associate concern and details of the unsecured loan given is disclosed as per
the requirement of Regulation 34(3) of the SEBI (LODR) Regulations, 2015 read with
Schedule V of the Listing Regulations is given as under.
| Name of the Company |
Nature of Transactions |
Investment made/ Guarantee/Loans Provided |
Op. Balance as on 01/04/2024 (in Rs.) |
Transactions made during the year |
Cl. Balance as on 31/03/ 2025 (in Rs.) |
| Mittal Udyog (Indore) Pvt. Ltd. |
Associate Concern |
Investment made in equity shares |
4,53,00,000 |
0.00 |
4,53,00,000 |
|
|
Investment made in Preference shares |
2,25,00,000 |
0.00 |
2,25,00,000 |
| Alokik Estate &Finvest Pvt .Ltd |
Associate Concern |
Investment made in equity shares |
4,75,000 |
0.00 |
4,75,000 |
| AVA Mettalics Pvt. Ltd. |
Long term Investments |
Investment made in Preference shares |
2,20,00,000 |
0.00 |
2,20,00,000 |
| Akashdeep Finbuild Pvt.Ltd. |
Associate Concern |
Investment made in equity shares |
23,00,000 |
0.00 |
23,00,000 |
| Vishal Realmart Pvt. Ltd. |
Long term Investments |
Investment made in Preference shares |
64,35,000 |
0.00 |
64,35,000 |
| Mradula Estates &Finvest Pvt. Ltd. |
Long term Investments |
Investment made in Preference shares |
0.00 |
1,12,00,000.00 |
1,12,00,000.00 |
| Saikripa Trade & Inv. Pvt. Ltd. |
Long term Investments |
Investment made in Preference shares |
0.00 |
95,00,000.00 |
95,00,000.00 |
Since, section 186 of the companies Act, 2013 is not applicable to your
company because the main business of the company is to acquire securities. Therefore, the
company was not required to take any approval from its members during the period under
review.
MANAGEMENT DISCUSSION & ANALYSIS:
Industry Outlook and Opportunities:
Market Development:
The Company has made investment in the Associate and group-concern
companies. However, it may be risk free from the changes in the capital market. The
Company is making efforts to realize the investment and loans for better deployment for
growth of the company.
Risk Management Policy and Internal Adequacy:
The capital market industry is mainly dependent on economic growth of
country and capital market is also further affected by number of issues arising out of
International policies of foreign government as well any change in international business
environment. The industrial growth is very sensitive which is dependent on many factors
which may be social, financial, economical or political and also natural climatic
conditions in the country. However, with the positive attitude of country which can
mitigate the avoidable risks. Geopolitical tensions, raising crude oil prices, rising US
bond yields, scams in the banking sector are some of the affecting factors that the
country witnessed during the year under review. The country faced the said concerns with
positive measures by way of making amendments or introducing new laws that can assist to
grow the economy. Foreign investors are very positive for India and trust its policies
which are very much investor friendly. It is expected that the said efforts shall continue
during the coming years irrespective of the Government which is in power.
Internal Control System:
The company has implemented proper system for safeguarding the
operations/business of the company, through which the assets are verified and frauds,
errors are reduced and accounts, information connected to it are maintained such, so as to
timely completion of the statements. The Company has adequate systems of Internal Controls
commensurate with its size and operations to ensure orderly and efficient conduct of
business. These controls ensure safeguarding of assets, reduction and detection of fraud
and error, adequacy and completeness of the accounting records and timely preparation of
reliable financial information. The company has internal audit and verification at regular
intervals. The requirement of having internal auditor compulsory by statue in case of
listed and other classes of companies as prescribed shall further strengthen the internal
control measures of company.
Associated Risk to the Business:
The Company emphasizes on those risks that threaten the achievement of
business objectives of the Group over the short to medium term. An overview of these risks
is provided hereafter, including the actions taken to mitigate these risks and any related
opportunities:
i) Strategic and Commercial risks: being taken care by the Risk
Management Committee and reporting to the Board on need basis.
ii) Regulatory compliance risks: The regulatory environment has
resulted into increased regulatory scrutiny that has raised the minimum standards to be
maintained by the Company. This signifies the alignment of corporate performance
objectives, while ensuring compliance with regulatory requirements. The Company recognizes
that regulatory requirements can at times be challenging, and therefore will, strive to
understand the changing regulatory standards, so as to strengthen its decision-making
processes and integrate these in the business strategy of each of the industries in which
it operates. Drive business performance through the convergence of risk, compliance
processes and controls mechanisms to ensure continued operational efficiency and
effectiveness.
iii) Financial risks: It includes among others, exposure to movements
in interest rates and the Company also maintains sufficient liquidity, so that it is able
to meet its financial commitments on due dates and is not forced to obtain funds at higher
interest rates.
iv) Day-to-day Risk Management: Management and staff at the
Company's facilities, assets and functions identify and manage risk, promoting safe,
compliant and reliable operations. These requirements, along with business needs and the
applicable legal and regulatory requirements, underpin the practical plans developed to
help reduce risk and deliver strong, sustainable performance.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Regulation 15 of the SEBI (LODR) Regulations, 2015 which
states that Regulation 22 of the SEBI (LODR) Regulations, 2015 is not applicable to the
Company. However, Your Company has voluntarily established a vigil mechanism named vigil
mechanism/whistle blower Policy pursuant to Section 177(10) of the Companies Act, 2013
which has been annexed as Annexure-l'with the Board Report.
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:
The names of companies which have become or ceased
to be its Subsidiaries, joint ventures or associate companies during the year:
During the financial year 2024-2025your Company has not become or
ceased to be its Subsidiaries, joint ventures or associate companies. Further, the Company
is not having any Subsidiaries and Joint Ventures during the year or any period under
review. However, your company is having Associates Companies Details of the same is
enclosed:
| Name of the other Company |
Position as on 1st April, 2024 |
Date on which become as an Associate/
Subsidiary |
Date on which ceased as an Associate/
Subsidiary |
Reasons |
Position as on 31st March, 2025 |
Remarks |
| Mittal Udyog (Indore) Pvt. Ftd. |
Associate Concern |
17/06/09 |
|
|
Associate Concern |
No change |
| Alokik Estate &Finvest Pvt. Ftd |
Associate Concern |
01/04/17 |
- |
Due to implementation of IND (AS) |
Associate Concern |
No change |
| Akashdeep Finbuild Pvt. Ftd. |
Associate Concern |
01/04/17 |
' |
Due to implementation of IND (AS) |
Associate Concern |
No change |
Consolidated Financial Statements
Your company is not having any Subsidiary or Joint Venture Company
during the year under review. However, your company is having an associate company and as
per the requirement of IND (AS) and the Companies Act, 2013 the Consolidated Financial
Statements is also being prepared. Further Form AOC-1 is attached in the Board report as
Annexure-2' as per the requirement of the Companies Act, 2013.
BOARD OF DIRECTOR S & KEY MANAGERIAL PERSONNEL
Constitution of the Board
The Board of directors includedtotal of5 (Five) Directors, which
includes 3 (Three) Independent and 1 (one) Women director and 1 (one) Managing Director.
The Chairman of the Board is an Executive Director. The Board members are highly qualified
with the varied experience in the relevant field of the business activities of the Company
which plays significant roles for the business policy and decision making process and
provide guidance to the executive management to discharge their functions effectively.
Board Independence
Our definition of independence' of Directors or Regulation
is derived from Regulation 16 of SEBI (FODR) Regulations, 2015 and section 149(6) of the
Companies Act, 2013. The Company is having following 3 (Three) independent directors;
1. Mr.Simran Chopra (DIN-10289649)
2. Mr.Praveen Jain (DIN-05358447)
3. Mr. Pradeep Kumar Sharma(DIN-09296525 )
As per provisions of the Companies Act, 2013, Independent Directors
were appointed for a term of 5 (five) consecutive years, but shall be eligible for
re-appointment on passing of a special resolution by the Company and shall not be liable
to retire by rotation.
Declaration by Independent Directors:
All Independent Directors have given their declaration that they meet
the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
Your directors are satisfied about their independency.
Director Retire by rotation:
As per provisions of the Companies Act, 2013, Ms. AditiMittal(DIN:
06536363 ),Directors of the company retires by rotation at the ensuing Annual General
Meeting and, being eligible, offer himself for re-appointment. Except this there has been
no change in Directors of the Company.
Key Managerial Personnel:
Mr.NitinMaheshwari, Managing Director; Mr.Rishabh Kumar Jain, Chief
Financial Officer and CS NehaDubey; have been categorized as the Key Managerial Personnel
within the meaning of section 203 of the Companies Act, 2013.
Mr. NitinMaheshwari, Managing Director is proposed to be reappointed
and re-designated as Non-executive Chairman subject to the consent of member in Annual
General Meeting to be held on 25/09/2025.
There is no change in the Key Managerial Personal during the year
2024-25.
Meetings of the Board:
The Board meets at regular intervals to discuss and decide on
Company/business policy and strategy apart from other Board business. However, in case of
a special and urgent business need, the Board's approval is taken by passing
resolutions through circulation, as permitted by law, which are confirmed in the
subsequent Board meeting.
The notice of Board meeting is given well in advance to all the
Directors. Meetings of the Board are held in Indore, at the Corporate Office of the
Company. The Agenda of the Board meetings are circulated at least a week prior to the date
of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on
the items to be discussed at the meeting to enable the Directors to take an informed
decision.
The Board met7 (Seven times during the financial year 2024-25)
| April 23, 2024 |
Tuesday |
| May 28, 2024 |
Tuesday |
| August 13, 2024 |
Tuesday |
| August 27, 2024 |
Tuesday |
| November 13, 2024 |
Wednesday |
| February 14, 2025 |
Friday |
| March 12,2025 |
Wednesday |
Independent Directors* Meeting:
In due compliance with the provisions of the Companies Act, 2013 and
Securities and Exchange Board oflndia (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of Independent Directors was held on Friday, March
28, 2025.
COMPANY'S POLICY ON DIRECTORS* APPOINTMENT
& REMUNERATION:
The Board has, on the recommendation of the nomination and remuneration
committee framed a nomination, remuneration and evaluation policy which lays down the
criteria for identifying the persons who are qualified to be appointed as directors and,
or senior management personnel of the company, along with the criteria for determination
of remuneration of directors, KMP's and other employees and their evaluation and
includes other matters, as prescribed under the provisions of section 178 of Companies
Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. Policy of the Company has
been given at the website of the Company at Link:-http://www.amitsecuritiesltd.com. The
details of the same are also covered in Corporate Governance Report forming part of this
annual report.
Annual evaluation by the Board:
The evaluation framework for assessing the performance of Directors
comprises of the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of
Company and its performance
iv. Providing perspectives and feedback going beyond information
provided by the management
v. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and
subsequently assessment by the Board of Directors. An executive member of the Board does
not participate in the discussion of his evaluation.
DIRECTORS* RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(5) of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the
year ended 31st March, 2025, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in Note 1 to the
Financial Statements have been selected and applied consistently and judgment and
estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of Company as at March, 31st2025and of the Profit of the
Company for the year ended on that date;
c. that 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;
d. that the annual financial statements have been prepared on a going
concern basis;
e. that proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS
The Board of Directors has devised systems, policies and procedures /
frameworks, which are currently operational within the Company for ensuring the orderly
and efficient conduct of its business, which includes adherence to Company's
policies, safeguarding assets of the Company, prevention and detections of frauds and
errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information. In line with best practices, the Audit Committee and the
Board reviews these internal control systems to ensure they remain effective and are
achieving their intended purpose. Where weaknesses, if any, are identified as a result of
the reviews, new procedures are put in place to strengthen controls. These controls are in
turn reviewed at regular intervals.
Nothing has come to the attention of the Directors to indicate that any
material breakdown in the function of these controls, procedures or systems occurred
during the year under review. There have been no significant changes in the Company's
internal financial controls during the year that have materially affected, or are
reasonably likely to materially affect its internal financial controls. There are inherent
limitations to the effectiveness of any system of disclosure, controls and procedures,
including the possibility of human error and the circumvention or overriding of the
controls and procedures.
DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS
U/S 143( 12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There were no instances for other than reportable fraud to the Central
Government covered under section 134(3) (ca) of the Companies Act, 2013. Further that, the
auditors have not found any fraud as required to be reported by them under section 143(12)
to the Central Government during the year 2024-25.
COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board
has following 4 (Four) Committees as follows:
( a ) Audit Committee
( b ) Nomination and Remuneration Committee
(c) Stakeholders' Relationship Committee ( d ) Risk management
Committee
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the Report on Corporate
Governance, as annexed to this Annual Report as per Schedule V of the SEBI (LODR)
Regulations, 2015.
RELATED PARTY TRANSACTIONS & POLICY:
All related party transactions that were entered into during the
financial year were on an arm's length basis and are in the ordinary course of
business. As per Regulation 15 of the SEBI (LODR) Regulations, 2015 the Regulation No. 17
to 27, 46(2)(b)(i) and Para C, D E of the Schedule V in view of the paid up capital and
net worth of the Company is not mandatory. However, there are certain transactions which
are material in nature and hence the company is attaching Form AOC-2 as Annexure
3' as a part of the Board Report.
There are no material significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or other designated
persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee
and also the Board for approval. The transactions entered into are audited and a statement
giving details of all related party transactions is placed before the Audit Committee and
the Board of Directors for their approval on a quarterly basis. The statement is supported
by a Certificate from the MD and the CFO of the Company has developed a Related Party
Transactions Manual, Standard Operating Procedures for purpose of identification and
monitoring of such transactions.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website. (Link: - http://
amitsecurities.com/wp-content/uploads/2013/09/POLICY-FOR-RELATED-PARTY-TRANSACTIQN.pdf).
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS:
The BSE has suspended the trading of the Company due to non-filing of
the quarterly Consolidated Financial Results of the Company.
The Board would like to bring to notice of the stakeholders that the
Company has complied with all the regulations as mentioned above and initiated the process
for revocation of suspension.
Further the Company has received the order vide Appeal No.191 of 2024
dated 30th April 2025 from Securities Appellate Tribunal, Mumbai instructing BSE to
proceed for revocation of suspension of trading of Securities on BSE platform and defreeze
Promoters Account with the immediate effect.
DEMATERIALISATION OF SHARES
The shares of your Company are being traded in electronic form and the
Company has established connectivity with both the depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view
of the numerous advantages offered by the Depository system, Members are requested to
avail the facility of dematerialization of shares with either of the Depositories as
aforesaid. Ason March 31, 2025-96.70% of the share capital stands dematerialized.
AUDITORS & THEIR REPORT:
Statutory Auditors
At the Annual General Meeting held on 15,September, 2023, the Members
of the Company had appointed M/s M. Mehta & Co., Indore (M.P.), (FRN 000957C)
Chartered Accountants, Indore (M.P), as Statutory Auditors of the Company to fill the
casual vacancy and then for a term of five consecutive years to hold office from the
conclusion of that meeting till the conclusion of the Annual General Meeting of the
Company to be held in 2027.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed CS DipikaKataria, Practicing Company Secretaries to undertake the
Secretarial Audit of the Company for the year, 2024-25. The Report of the Secretarial
Audit Report in the Form MR-3 is annexed as Annexure 4 of this Report.
Your Board is pleased to inform that there is no such observation made
by the Auditors in their report which needs any explanation by the Boardexcept that;
1. Auditor Comments: The Company is carrying out the business of metal
trading along with the business of investment, the business started many years back and is
not covered in our audit period hence we reserve our comment /opinion on the same.
Management Comments: The company is carrying the business of metal
trading as covered under the other objects, Therefore, the observation are clearly for
informative purpose and there are no non-compliances or which needs further clarification
from the management in the particular matter.
2. Auditor Comments : The BSE has suspended the trading of the Company
due to non-filing of the Consolidated Financial Results of the Company.
Management Comments:The Board would like to bring to notice of the
stakeholders that the Company has already initiated the process for revocation of
suspension .Further the Company has received the order vide Appeal No.191 of 2024 dated
30th April 2025 from Securities Appellate Tribunal, Mumbai instructing BSE to proceed for
revocation of suspension of trading of Securities on BSE platform and defreeze Promoters
Account with the immediate effect.
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mrs. Dipika Kataria, Practicing Company Secretary (Membership No.
F8078; COP No. 9526), to undertake the Secretarial Audit of the Company for five
consecutive years commencing audit period from FY 2025-26 till FY 2029-2030, subject to
approval of the shareholders at the ensuing AGM.
Cost Records and Audit:
The Central Government has not prescribed maintenance of cost records
under section 148 (1). Further, the Company is not required to conduct the Cost Audit as
per the requirement of the Act.
CERTIFICATE OFNON DISQUALIFICATION OF DIRECTORS
A certificate of Non Disqualification of Directors isalso required to
be submitted and in this regard a certificatefromCS DipikaKataria, Practicing Company
Secretarythatnone of the directors on the board of the company havebeen debarred or
disqualified from being appointed orcontinuing as director by SEBI/MCA or any such
authority isattached and forms part of this report as Annexure 5.
CORPORATE GOVERNANCE:
As per the provisions of Regulation 15(2)(a) of the SEBI (Fisting
Obligation & Disclosure Requirements) Regulations, 2015, the compliance with the
corporate governance provisions as specified in 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 to the Company. Though the Company is
voluntarily complying with all the provisions and provided the report on the Corporate
Governance in Annexure-6. Further the certificate for the same is attached as Annexure -7.
Enhancing Shareholders Value:
Your Company believes that its Members are among its most important
stakeholders. Accordingly, your Company's operations are committed to the pursuit of
achieving high levels of operating performance and cost competitiveness, consolidating and
building for growth, enhancing the productive asset and resource base and nurturing
overall corporate reputation. Your Company is also committed to create value for its other
stakeholders by ensuring that its corporate actions positively impact the socio-economic
and environmental dimensions and contribute to sustainable growth and development.
Code of Conduct:
The Company has formulated the code of conduct for the Board members
and senior executives under the SEBI ( Substantial Acquisition of Shares and Takeovers)
Regulations 2011 and the SEBI (Prohibition of Insider Trading) Regulations, 2015 as
amended from time to time. A certificate to that effect for the proper compliances given
by the Managing Director is annexed as the Annexure-11' with this Report.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE
MEDIAN EMPLOYEE S REMUNERATION AND PARTICULARS OF EMPLOYEES
Pursuant to provision of section 197(12) of Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and the details of Top 10 employees given in the Annexure-9.
During the year, none of the employees received remuneration in excess
of Rs. OneCrore Two Lakhs or more per annum or Rs. Eighty Lakhs Fifty Thousand per month
for the part of the year. Therefore, there is no information to disclose in terms of the
provisions of the Companies Act, 2013.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3 )(m) of the Companies
Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014,is annexed herewith
as* Annexure-10\
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the
financial position of the Company,which have occurred between the end of the financial
year and the date of this Report except BSE suspended the trading of the Company due to
non-filing of the quarterly Consolidated Financial Results of the Company and subsequently
the Company has received the order vide Appeal No.191 of 2024 dated 30th April 2025 from
Securities Appellate Tribunal, Mumbai instructing BSE to proceed for revocation of
suspension of trading of Securities on BSE platform and defreeze Promoters Account with
the immediate effect.
The Board would like to bring to notice of the stakeholders that the
Company has complied with all the regulations as mentioned above and initiated the process
for revocation of suspension.
ANNUAL RETURN:
The Annual Return of the Company as on 31st March 2025 in Form MGT - 7
in accordance with Section 92(3) of the Act read with the Companies (Management and
Administration) Rules, 2014, is available on the website of the Company atwww .https:
//amitsecurities .com
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has placed an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition &Redressal) Act, 2013 under the guidance of Mrs. Aditi Mittal. 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.
Details of complaints received and redressed
during financial year 2024-25 are as follows:
( a ) number of complaints of sexual harassment received in the year:
NIL
(b) number of complaints disposed off during the year: NIL
(c) number of cases pending for more than ninety days: NIL
THE COMPLIANCE TO THE PROVISIONS RELATING TO THE
MATERNITY BENEFITS ACT, 1961:
The Company affirms that it has duly complied with the provisions of
the Maternity Benefit Act, 1961, including all amendments thereto. All applicable
benefits, leave entitlements, and facilities as mandated under the Act have been extended
to eligible women employees during the financial year under review.
The Company has complied with the provisions relating to the Maternity
Benefit Act 1961.
CORPORATE SOCIAL RESPONSIBILITY:
In view of the paid up capital, profits and turnover of your company
during the previous three years, it does not fall under the provisions of the section 135
of the Companies Act, 2013 and the rules made their under.
REVISION IN FINANCIAL STATEMENTS OR BOARD'S
REPORT U/S 131(1) OF THE COMPANIES ACT, 2013
In terms of Section 131 of the Companies Act, 2013, the Financial
Statements and Board's Report are incompliance with the provisions of Section 129 or
Section 134 of the Companies Act, 2013 and that norevision has been made during any of the
three preceding financial years.
POLICIES
We seek to promote and follow the highest level of ethical standards in
all our business transactionsguided by our value system. The SEBI (Listing Obligations and
Disclosure Requirements) Regulations,2015 and Companies Act, 2013 has mandated the
formulation of certain policies for all listed companies.All the policies are available on
our website (www.https://amitsecurities. com). The policies are reviewedperiodically by
the board and updated on need and new compliance requirement.
DISCLOSURE REGARDING COMPLIANCES OF APPLICABLE
SECRET ARIALST AND ARDS:
During the year under review, the Company has complied with the
provisions of applicable SecretarialStandards issued by Institute of Company Secretaries
of India.
PROVISION OF VOTING BY ELECTRONIC MEANS
Your Company is providing E-voting facility under section 108 of the
Companies Act, 2013 read withRule 20 of the Companies (Management and Administration)
Amendment Rules, 2015. The detailsregarding e-voting facility is being given with the
notice of the Meeting.
APPLICABILITY & PROCEEDING PENDING UNDER
INSOLVENCY & BANKRUPTCY ACT, 2016 & THERE STATUS
There are no proceedings initiated/pending against your Company under
the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the
Company.
DIFFERENCE IN VALUATION DONE AT ONE TIME
SETTLEMENT AND VALUATIONDONE WHILE TAKING LOAN FROM BANKS & FINANCIAL INSTITUTIONS
There was no One Time Settlement of loan taken from Banks or any
financial Institutions. Hence, thedifference in valuation does not arise.
WTD/CFO CERTIFICATION:
The Chief Financial Officer (CFO) have issued certificate pursuant to
the provisions of Regulation 17(8 ) of the SEBl(FODR ) Regulations, 2015 certifying that
the financial statements do not contain any materially untrue statement and these
statements represent a true and fair view of the Company's affairs. The said
certificate is annexed and forms part of the Annual Report as Annexure-8.
ACKNOWLEDGEMENTS:
The Directors thank the various Central and State Government
Departments, Organizations and Agencies for the continued guidance and co-operation. The
Directors gratefully acknowledge all stakeholders of the Company viz. customers, all the
employees, members, vendors, banks and other business partners for their excellent support
received during the year.
|
For and on behalf of the Board |
|
| Place: Indore |
Praveen Jain |
Nitin Maheshwari |
| Date:30.08.2025 |
Director |
Managing Director |
| Amit Securities Ltd. |
DIN: 05358447 |
DIN 08198576 |
| CIN: L65990MH1992PLC067266 |
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