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RebuildingGARneRInG the enduRInG SpIRIt
Amal Ltd Annual Report 2009-10
Am
al Ltd A
nnual Report 2009-10
Forward Looking StatementsIn this Annual Report, we have shared information and
made forward looking statements to enable investors
to know our product portfolio, business logic and
direction and comprehend our prospects. Such and
other statements - written and oral - that we may
periodically make are based on our assumptions.
We have tried wherever possible to identify such
statements by using words such as ‘anticipate’,
‘estimate’, ‘intend’, ‘plan’, ‘project’ and words of
similar substance in connection with any discussion of
future performance. We cannot guarantee that these
forward looking statements will be realized although
we believe we have been prudent in our assumptions.
the achievement of results is subject to uncertainties,
risks and even inaccurate assumptions. If uncertainties
or known or unknown risks materialize or if underlying
assumptions prove inaccurate, actual results can vary
materially from those anticipated, estimated, intended,
planned or projected. Readers may please bear this in
mind. We undertake no obligation to publicly update
any forward looking statements, whether as a result of
new information, future events or otherwise.
Logo the logo portrays a diya whose constituents are an
earthen pot, ghee, a wick and a flame. Our actions
(symbolized by the ghee) will remain within the
boundary of ethics (symbolized by the earthen pot)
and we will through hard work (symbolized by the
wick) achieve our purpose (symbolized by the flame).
Contents
02 Purpose and Values
04 Overview by the Chairman
05 Letter from the Managing Director
06 Directors’ Report
09 Management Discussion and Analysis
11 Report on Corporate Governance
25 Notice
35 Financial Statements
Amal Ltd Annual Report 2009-102 /
Powered by Purpose
We are a company committed to significantly enhancing value for all our stakeholders by:
fostering a spirit of continuous learning and
innovation,
using science and technology in a responsible way,
providing high quality products and services, and
becoming the most preferred partner,
having people who practice values and high standards
of behaviour,
seeking sustained, dynamic growth and securing
long term success,
taking responsible care of the surrounding
environment, and
improving the quality of life of the communities
we operate in.
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Driven by Values
In an environment where change is a way of life, continuity of Values is fundamental to us. We have therefore formalised key Values and are committed to institutionalise them:
Integrity
The foundation of every relationship is trust, and
trust is based on Integrity. Integrity means working
with honesty, following the highest standards of
professionalism. Integrity is when our decisions and
actions remain consistent with our thoughts and
words, written or spoken.
Understanding
How well one works with others depends on his (her)
ways to connect, and this in turn is based on his
(her) level of Understanding of human relationships.
Understanding does not mean accepting poor
performance, but it means doing it the right way.
Understanding is not only an external manifestation,
but also an internal realisation.
Unity
Living in a state of oneness brings Unity. Unity means
working together and taking advantage of synergy
while harnessing unique abilities of each individual
to achieve a larger goal. Unity is the realisation that
though we may work in different areas, we are finally
interconnected and that interdependence is a higher
order of living than independence; though we may
be many, we share a common destiny.
Responsibility
Responsibility implies doing whatever it takes to
deliver value and taking ownership of our actions.
Responsibility must also give rise to the realisation
that what is good for the business must be in the
overall good; in other words, working in the spirit of
trusteeship not only for the shareholders, but also for
other stakeholders such that ultimately what comes
from the society goes back to it many times over.
Excellence
Excellence is a drive that is more from inside than
outside; it is about one seeking to continuously
improve and better performance. Excellence means
endeavouring to achieve the highest possible
standards in our day to day work; it means to develop
an inspiring and substantial vision and realise it. In
many ways, Excellence is also a journey, not simply a
destination in itself.
We will seek to create an environment wherein the aforementioned Values are consistently practised and nurtured and ensure that they are not compromised to realise short term gains.
Amal Ltd Annual Report 2009-104 /
Dear Friends,
Even as the performance of Amal has been dismal more often than not and the confidence of the stakeholders may have got shaken and though we are living through difficult and uncertain times, the Management of the Company is committed to rebuild the business and actively shape its future.
Once the Board of Industrial Finance and Restructuring (BIFR) approved the revival scheme on July 17, 2009, the Company took initiatives to build the foundation for the future. Some quick actions have been completed, but a lot more will have to be done to grow in a sustainable way.
Two projects have already been identified: one, to debottleneck the capacity of the existing plant and two, to introduce a new product in which the Company will be able to effectively compete worldwide. The challenge is to undertake these projects without too much leveraging the Balance Sheet.
The Company has also developed a new logo as explained in the inner cover page; the objective is to work with a renewed mindset. Furthermore, being a company promoted by Atul Ltd, the Company has adopted and is pursuing common Purpose and Values and will stand by them in conducting its business.
Mr Naresh Singhal, former Vice Chairman and Managing Director of Shipping Credit and Investment Corporation of India Ltd and Mr Bharat Trivedi, former President of Information Technology of Atul Ltd have joined the Board of the Company as Independent Non-executive Directors.
Mr Vasudev Koppaka, President of Aromatics Division of Atul, has been appointed as the Managing Director of
the Company; Mr Gopi Kannan Thirukonda, President, Finance of Atul Ltd and I have also joined the Board as Non-executive Directors.
The Audit Committee has decided to assign the internal audit function to Ernst & Young. Furthermore, the Board has recommended appointment of Haribhakti & Co as the new Statutory Auditors of the Company. Both Ernst & Young and Haribhakti & Co are reputed firms in the two respective functions.
I am looking forward to the future wherein the Company will grow faster and fulfill its obligation of serving all its stakeholders in many ways. This will happen as the people of Amal will face without fear the challenges and garner that enduring human Spirit that does not quit.
I seek your support on the path to the future.
With best wishes,
Sincerely,
Sunil S Lalbhai
Chairman
Valsad
July 22, 2010
Overview by the Chairman
The lessons from the past will only bring out the best in us and help us to recover such that Amal will emerge stronger than ever before. Sunil S Lalbhai
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Letter from the Managing Director
Dear Friends,
I am delighted to write to you my first letter as the Managing Director of Amal, the position I am privileged to hold since July 22, 2010. The business environment is volatile and the task on hand of reviving our Company may not be easy, but the test of leadership and Management is to perform ‘in all seasons’, and I want to assure you that my colleagues and I are committed to do all that is required to significantly enhance the performance.
Sales remained low at Rs 525 lacs and loss from operations was Rs 93 lacs. As a consequence of receiving the approval from the Board for Industrial Finance and Restructuring to the revival scheme, waivers from creditors were credited to the Profit and Loss Account resulting in a net profit of Rs 378 lacs.
We signed an agreement on June 01, 2010 to supply excess steam coming from Sulfuric Acid plant to a neighbouring company. We are now in the process of further debottlenecking Sulfuric Acid plant to 140 tonnes per day (tpd); the same will be completed during this fiscal. We are also actively pursuing a project to manufacture a chemical intermediate used in the pharmaceutical industry and will shortly decide the way forward. Both these projects are sanctioned by the BIFR.
During the first quarter of the current fiscal, sales have reached Rs 449 lacs from Rs 1.84 lacs and profit from operations was Rs 60.39 lacs as against a loss of Rs 37.98 lacs. Barring unforeseen circumstances, we will improve the performance of our Company during the current fiscal. We are also working and have already improved the manufacturing site at
Ankleshwar as you will be able to notice from the photographs on page 9.
The Company has an accumulated loss of Rs 3884 lacs and we will work to wipe out the loss as well as the consequent negative net worth as soon as possible. In addition, we are exploring other projects which are in sync with our existing operations and beyond. Finally, we are in the process of revaluing our assets so as to correctly reflect their market value and on that basis the net worth of our Company. This exercise will be completed during 2010-11.
I want to take this opportunity to thank the employees for standing by the Company in difficult times and showing their long term commitment and dedication. I also wish to thank the Directors on the Board of the Company for their advice and guidance. We are in the process of approaching the banks for providing the working capital facilities as well as the long term loans which will be required for executing the above projects.
In this journey of rebuilding our Company, I look forward to your support.
With best wishes,
Sincerely,
Vasudev Koppaka
Managing Director
Valsad July 22, 2010
Amal Ltd Annual Report 2009-106 /
Directors’ Report
Dear Members,The Board of Directors of Amal Ltd present the Annual Report of the Company together with the audited statement
of accounts for the year ended March 31, 2010.
Financial Results(` thousands)
2009-10 2008-09
Net sales 49,947.33 -
Other income 2,530.89 3,038.74
Total income 52,478.22 3,038.74
Profit | (Loss) from operation before tax (9248.31) (20,760.30)
Add | (Less) tax expenses 301.57 (338.75)
Profit | (Loss) After Tax (before exceptional transactions) (8,946.74) (21,099.05)
Add: Waiver from unsecured creditors 46,701.64 21,857.13
Profit| (Loss) After Tax 37,754.90 758.08
Balance in Profit and Loss Account brought forward (556,144.83) (556,902.91)
Balance in Profit and Loss carried forward (518,389.93) (556,144.83)
Adjustments:
Less: Waiver from secured loan 59,155.99 -
Less: Restructure of reserves and surplus 70,808.59 -
Accumulated loss after adjustment of general reserve (388,425.35) (556,144.83)
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DividendThe Directors regret their inability to recommend any
dividend considering the loss from operations for the
year and also the accumulated loss of ` 3884 lacs as
on March 31, 2010.
ProfitabilityThe Company incurred loss from operations of ̀ 93 lacs
though after adjusting for the waiver received on one
time settlement with unsecured creditors, it showed
Profit After Tax of ` 378 lacs. It may not be out of
place to mention here that the Company made profit
from operations of ` 38 lacs from its bulk chemicals
business. However, after providing for depreciation for
its erstwhile manufacturing facilities in Valsad, now
closed, the Company incurred the aforementioned
loss.
Finance The Company has started its operations without any
borrowing from the banks or financial institutions. It will
obtain loans for working capital and even for executing
new projects after obtaining requisite approvals.
Safety, Health and Environment The Company accords high priority to safety, health
and environment protection. The Company has its own
effluent treatment plant at Ankleshwar designed to
fully comply with the norms stipulated by the Gujarat
Pollution Control Board. The treated water is discharged
into Bharuch Eco Aqua Infrastructure Ltd.
BIFR StatusThe Sulfuric Acid plant at Ankleshwar is currently
operating at 100 tpd. A proposal was submitted to BIFR
on April 22, 2010 requesting for further expansion of
Sulfuric Acid plant to 140 tpd and diversification into
pMPA, a pharma intermediate. The approval of BIFR
has been received on June 18, 2010 and effective steps
are being taken to implement this expansion.
InsuranceThe Company has taken adequate insurance to cover
the risks to its people, plant and machinery, buildings
and other assets, profit and third parties.
DirectorsThe status of the Board of Directors since the last
Annual Report till the date of this Report is as under:
1) Mr M S Dutta resigned on July 22, 2010. The
Directors place on record their appreciation for his
valuable contribution and guidance.
2) Mr S S Lalbhai who is the Chairman and Managing
Director of Atul Ltd and Mr T R Gopi Kannan who
is the President, Finance and Company Secretary of
Atul Ltd, joined on January 21, 2010. Mr Lalbhai
has been elected the Chairman with effect from
May 25, 2010.
3) Mr B M Trivedi, a chemical engineer from Indian
Institute of Technology joined on July 22, 2010. He
was the President of Information Technology Unit
with Atul Ltd and is now a consultant.
4) Mr N C Singhal joined the Board on July 22, 2010
and was appointed the Chairman of the Audit
Committee on that date. Mr Singhal was the Vice
Chairman and Managing Director of erstwhile
SCICI Ltd.
Management CommitteeThe day-to-day management affairs of the Company
are vested with the Management Committee which
is headed by Mr Vasudev Koppaka as the Managing
Director and has other functional heads as its
members.
Corporate GovernanceA Report on Corporate Governance along with a
certificate from the Auditors of the Company regarding
compliance of the conditions of Corporate Governance
pursuant to Clause 49 of the Listing Agreement is
annexed.
Amal Ltd Annual Report 2009-108 /
For and on behalf of the Board of Directors
Valsad Sunil S Lalbhai
July 22, 2010 Chairman
Information regarding conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange Earnings and OutgoDuring the year there were no employees in the Company
drawing remuneration exceeding the limits prescribed
under Section 217(2A). Information required under
Section 217 (1)(e) of The Companies Act, 1956 read with
Rule 2 of the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 as amended
from time to time, forms part of this Report. However,
as per the provisions of Section 219 (1)(b)(iv), the report
and accounts are being sent to all the shareholders
of the Company excluding the information relating to
conservation of energy, technology absorption and foreign
exchange earnings and outgo. Any shareholder interested
in obtaining such information | particulars may inspect the
same at the Registered Office of the Company or write to
the Chief Operating Officer for a copy.
Responsibility StatementPursuant to Section 217 (2AA) of The Companies Act,
1956, the Directors confirm that to the best of their
knowledge and belief
(i) In the preparation of the annual accounts, the
applicable accounting standards were followed.
(ii) Such accounting policies were selected and applied
consistently and such judgments and estimates were
made that were reasonable and prudent, so as to
give a true and fair view of the state of affairs of the
Company as on March 31, 2010 and of the profit of
the Company for the year ended on that date.
(iii) Proper and sufficient care was taken for the
maintenance of adequate accounting records in
accordance with the provisions of The Companies
Act, 1956 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.
(iv) The Company has restarted its manufacturing
operations at Ankleshwar site and intends to expand
and diversify its operations as per the proposal
submitted to BIFR. As such, it is considered as a going
concern and the attached annual accounts for the
year ended March 31, 2010 were prepared on a going
concern basis.
Auditors and Auditors’ ReportV R Parekh & Co, the Auditors of the Company are not
desirous of being reappointed. The Company had
approached Haribhakti & Co, Chartered Accountants,
who have consented to act as Auditors, if appointed. The
Members are requested to appoint them and fix their
remuneration.
The relevant notes forming part of the accounts are self-
explanatory and give full information and explanation in
respect of the observations made by the Auditors in their
report.
AcknowledgementsThe Board of Directors expresses its sincere thanks to all
the customers, employees, investors, lenders and suppliers
for their continuing support.
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Management Discussion and Analysis
OperationsThe Company manufactures Sulfuric Acid, Oleum 65%, Oleum 25%, Sulfur Trioxide and Sulfur Dioxide at its
manufacturing site at Ankleshwar; these are bulk chemicals manufactured from Sulfur. The plant is currently
operating at 100 tpd and effective steps are being taken to expand the capacity to 140 tpd. The benefit of
this initiative is expected from the current fiscal. The Company at this time is not manufacturing H-acid at its
Valsad site.
Amal Ltd Annual Report 2009-1010 / 11
Bulk chemicals are used in several industries; Construction,
Paint & Coatings, Crop Protection, Dyestuff, Flavour &
Fragrance, Pharmaceutical, Polymer, etc. These chemicals
are generally sold within a radius of 150 km or less of
the manufacturing site. Many companies have such plants
mainly for their captive consumption. Dye intermediates
are used in the manufacture of dyestuffs. China and India
are the two largest manufacturers of dyestuffs in the
world, the former much bigger than the later.
The Company is exploring new value added products
which are in sync with the existing operations. Meanwhile,
it is debottlenecking the capacity of its bulk chemicals
and will supply excess steam of its Sulfuric Acid plant to
a neighbouring company for which an agreement has
been signed during the current fiscal. It is also considering
manufacture of pMPA, a pharma intermediate. Bulk
chemicals are cyclical in nature, and the business of the
Company still revolves mainly around bulk chemicals. On
the whole, the performance is expected to improve.
Internal Controls The Company has developed over the years and put in
place a reasonable internal control system for safeguarding
the assets of the Company to prevent and detect fraud or
any other irregularity.
Human Resources The production and sales activities of the Company have
started at Ankleshwar and recruitment of manpower
has been done to support the activities. However, all the
workmen and management staff at Valsad plant were
relieved. The Company is having a small team of employees
at its Head Office for attending to day-to-day work.
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Report on Corporate Governance
The human voice can never reach
the distance that is covered by the
still small voice of conscience.
- Mahatma Gandhi
Amal Ltd Annual Report 2009-1012 /
1. Philosophy Transparency and accountability are the two basic
tenets of Corporate Governance. The Company
is proud to belong to a group whose founder
lived his life with eternal values and built the
business enterprises on the foundation of good
governance.
The Company is committed to conducting business
the right way which means taking decisions and
acting in a way that is ethical and is in compliance
with the applicable legal requirements. It will
endeavour to continuously improve its Corporate
Governance performance with an overall view to
earn trust and respect of all its stakeholders.
The Board of Directors of the Company is
responsible for and is committed to good
Corporate Governance and plays a critical role in
overseeing how the Management serves the short
and long term interests of the shareholders and
other stakeholders.
2. Board of Directors2.1 Board Business
The normal business of the Board comprises:
2.1.01 Approving capital expenditure and operating
budgets
2.1.02 Approving the unaudited quarterly, half-yearly
financial results and the audited annual accounts
of the Company, both consolidated and on a
standalone basis including segment-wise revenues,
results and capital employed
2.1.03 Recommending | approving declaration of
dividend
2.1.04 Noting minutes of the meetings of the Board of
Directors, Audit Committee, Shareholders’ and
Investors’ Grievance Committees or any other
Committee meetings held during the year and also
the resolution passed by circulation
2.1.05 Approving cost audit reports
2.1.06 Approving proposals for joint ventures,
collaborations, merger & acquisitions
2.1.07 Approving loans or investments
2.1.08 Recommending appointment of Statutory Auditors
and approving appointment of Cost Auditors
2.1.09 Reviewing materially important show cause,
demand, prosecution and penalty notices
2.1.10 Reviewing fatal or serious accidents, dangerous
occurrences, any material effluent or pollution
problems
2.1.11 Reviewing default in payment of statutory dues
2.1.12 Reviewing foreign exchange exposure
and exchange rate movement, if
material
2.1.13 Approving contracts in which Director(s) are
deemed to be interested
2.1.14 Approving matters requiring statutory | Board
consent
2.1.15 Reviewing status on compliance of regulatory |
statutory and listing requirements
2.1.16 Approving commission payable to the Directors
within limit set by the shareholders
2.1.17 Noting general notices of interest of the Directors
2.1.18 Approving sale of investments and assets
2.1.19 Approving borrowings in nature of short term,
medium term or long term
2.1.20 Approving creation of charge on assets of the
Company in favour of lenders
2.2 Appointment and Tenure
In accordance with provisions contained in Article
131 of Articles of Association and Section 256 of
The Companies Act, 1956 and other applicable
provisions, 2/3rd of the Directors are rotational
Directors. 1/3rd of rotational Directors retire in
every Annual General Meeting (AGM) and if eligible
offer themselves for reappointment. The Managing
Director is appointed by the Members for a period
of five years.
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2.3 Composition, Name, Other Directorships | Committee Memberships
The Board comprises of experts drawn from diverse fields| professions. It consists of 8 Members (of which
Mr M S Dutta resigned on July 22, 2010), comprising three Promoter Directors (including one Executive
Director, namely Mr Koppaka) and five Independent Directors. As against minimum requirement of 50%
of the Independent Directors as per the Listing Agreement, Independent Directors account for 63% of the
strength of the Board.
Number Name Directorships
in other
companies ¹
Memberships of
the Committee(s)
of the Board²
Chairmanships of
the Committee(s)
of the Board²
Promoter Directors
1
Chairman
Mr S S Lalbhai
(w.e.f. May 25, 2010)
5 3 -
2
Managing Director
Mr V Koppaka
(w.e.f. July 22, 2010)
3 1 1
3
Mr T R Gopi Kannan
(Additional Director w.e.f.
January 21, 2010)
4 - -
Independent Directors
4 Dr R Vishnoi 2 2 2
5 Mr G R Parekh - 2 -
6Mr M S Dutta
(up to July 22, 2010)1 2 -
7
Mr B M Trivedi
(Additional Director w.e.f.
July 22, 2010
- - -
8
Mr N C Singhal
(Additional Director w.e.f.
July 22, 2010)
8 - -
1 excludes Alternate Directorships and Directorships in foreign companies and private limited companies
² in compliance with Clause 49, Memberships|Chairmanships of only the Audit Committees and
Shareholders’ | Investors’ Grievance Committees of all public limited companies including Amal Ltd were
considered
Amal Ltd Annual Report 2009-1014 /
2.4 Board Meetings
The Board meeting dates were normally determined well in advance. During the year, the Board met four times:
Number Day Date Venue
1 Friday June 26, 2009 Valsad
2 Monday July 27, 2009 Valsad
3 Friday October 23, 2009 Valsad
4 Thursday January 21, 2010 Valsad
2.5 Attendance at the Board meetings and at the AGM
Number Name Attendance AGM on September 24, 2009
Total Attended
1 Mr S S Lalbhai 1 1 N.A.
2 Mr V Koppaka 4 3 Present
3 Dr R Vishnoi 4 3 Present
4 Mr G R Parekh 4 4 Present
5 Mr M S Dutta 4 3 Present
6 Mr B M Trivedi - - N.A.
7 Mr N C Singhal - - N.A.
8 Mr T R Gopi Kannan 1 1 N.A.
N.A.: Not Applicable
2.6 Appointment | Cessation during the year
Appointed: Mr S S Lalbhai and Mr T R Gopi
Kannan were appointed as Additional Directors
with effect from January 21, 2010
Resigned: Nil
Ceased: Nil
2.7 Remuneration
No remuneration was paid to any Director.
The Directors have voluntarily decided to forgo
accepting any remuneration for the year.
3. Committees of the Board The Board has following Committees:
Audit Committee
Share Transfer and Shareholders’ | Investors’
Grievance Committee
3.1 Audit Committee
3.1.1 Role
i) Overseeing of the financial reporting process of the Company and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible
ii) Recommending to the Board, the appointment and removal of the External Auditor, fixation of audit fee and also approval for payment for any other services
iii) Reviewing matters under the Director’s Responsibility Statement to be included in the Board’s report in terms of Clause (2AA) of Section 217 of The Companies Act,
1956
iv) Mandatory reviewing of the following
information
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Qualifications in the draft audit report
Going concern assumption
vi) Reviewing with the Management,
External and Internal Auditors, the
adequacy of internal control systems
vii) Reviewing adequacy of internal audit
function, including the structure of
the internal audit department, staffing
and seniority of the official heading
the department, reporting structure
coverage and frequency of internal
audit
viii) Discussing with internal Auditors on
any significant findings and follow up
thereon
ix) Reviewing findings of any internal
investigations by the Internal Auditors
into matters where there is suspected
fraud or irregularity or a failure of
internal control systems of a material
nature and reporting the matter to the
Board
x) Discussing with the Auditors before the
audit commences regarding nature and
scope of the audit as well as to have
post-audit discussion to ascertain any
area of concern
xi) Reviewing financial and risk management
policies of the Company
xii) Reviewing reasons for substantial
defaults, if any in the payment to
the depositors, debenture holders,
Members (in case of non payment of
declared dividends) and creditors
xiii) Discussing with the Auditors,
periodically, about internal control
systems, the scope of audit including
the observations of the Auditors and
review the half-yearly and annual
Management Discussion and Analysis
of financial condition and results of
operations
Statement of significant related
party transactions (as defined by the
Audit Committee), submitted by the
Management
Internal audit reports relating to
weaknesses in internal control
Appointment, removal and terms of
remuneration of the Chief Internal
Auditor
Management letters | letters of internal
control weaknesses issued by the
Statutory Auditors
v) Reviewing, with the Management, the
quarterly | annual financial statements
before submission to the Board, with
particular reference to :
Changes, if any, in accounting policies
and practices and reasons for the same
Major accounting entries involving
estimates based on the exercise of
judgment by Management
Significant adjustments made in the
financial statements arising out of audit
findings
Compliance with accounting standards
Compliance with listing and other
legal requirements relating to financial
statements
Disclosure of any related party
transactions i.e., transactions of the
Company of material nature, with
promoters or the Management, their
subsidiaries or relatives etc. that may
have potential conflict with the interests
of company at large
Amal Ltd Annual Report 2009-1016 /
financial statements before submission to
the Board
xiv) Ensuring compliance of internal control
systems
xv) Formulating the Code of Conduct and
related matters
xvi) Periodically reviewing of compliance reports
of all laws applicable to the Company as
well as steps taken to rectify instances of
non-compliances
xvii) Determining procedures about the
risk assessment and minimisation and
periodically review to ensure that the
executive management control risks through
means of a properly defined framework
xviii) Reviewing uses | applications of funds
raised through public | right | preference
issues by major categories vis-à-vis the
purposes narrated in the offer document |
prospectus | notice
xix) Carrying out any other function as is
mentioned in the terms of reference of the
Audit Committee
3.1.2 Composition
The Audit Committee comprises three Members. All the Members are Non-executive and Independent
Directors. The Members have relevant experience in financial matters.
Number Name Designation
1 Dr R Vishnoi Chairman
2 Mr G R Parekh Member
3 Mr M S Dutta Member
3.1.3 Meetings and Attendance
During the year four meetings of the Audit Committee were held:
Number Name Total Attended
1 Dr R Vishnoi 4 3
2 Mr G R Parekh 4 4
3 Mr M S Dutta 4 3
The Chairman, Managing Director and functionaries heading Finance and Internal Audit are permanent
invitees to the meetings.
The Board has now proposed to appoint a reputed firm for doing internal audit, whose representative will
also be a permanent invitee to the meetings.
The Board of Directors notes the minutes of the Audit Committee meetings.
3.2 Share Transfer and Shareholders’ | Investors’ Grievance Committee
3.2.1 Role
i) Redressal of shareholders’ and investors’ complaints like transfer of shares (physical and demat), non-
receipt of balance sheet, non-receipt of declared dividends, etc
ii) Any other related matter which the Committee may deem fit in the circumstances of the case including the
following:
Transfer of shares
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Transmission of shares
Deletion of names from share certificates
Change of names of Members on share certificates
Issue of duplicate share certificates
Consolidate share certificates
Transpose names
Dematerialise shares
Inter depository transfer
Rematerialise shares
Split-up shares
Replace shares
Delete guardian
3.2.2 Composition
The committee comprises the following:
Number Name Designation
1 Dr R Vishnoi Chairman
2 Mr G R Parekh Member
3 Mr M S Dutta Member
Mr Sanjay Kumar is the Compliance Officer of the Company.
3.2.3 Meetings and Attendance
During the year four meetings of the Audit Committee were held:
The Board of Directors notes the minutes of the Share Transfer and Shareholders’ | Investors’
Grievance Committee meetings.
Number Nature of complaint Received Redressed
1 Investor complaints 0 0
2 Share Transfers 0 0
3 Others 2 2
Number Name Total Attended
1 Dr R Vishnoi 4 3
2 Mr G R Parekh 4 4
3 Mr M S Dutta 4 3
During the year, the Company received the following complaints from the investors
Amal Ltd Annual Report 2009-1018 /
4. Subsidiary CompaniesThe Company does not have any subsidiary company.
5. Company Policies 5.1 Compliance
Compliance certificates confirming the due compliance with the statutory requirements are placed at the Board
Meeting for review by the Directors. A system of ensuring material compliance with the laws, orders, regulations
and other legal requirements concerning the business and affairs of the Company is in place. Instances of non-
compliance, if any, are also separately reported to the Board and subsequently rectified.
5.2 Code of Conduct
The Board of Directors had approved the Code of Conduct applicable to the Directors and the senior management
personnel. All the Board Members and senior management personnel affirmed their compliance with the Code of
Conduct. A declaration to this effect signed by the Chairman of the Company forms a part of this report.
6. Affirmation and Disclosure There were no materially significant related party transactions, pecuniary transaction or relationships between the
Company and its Directors or the Management and their subsidiaries or relatives, among others, during the year
that may have a potential conflict with the interests of the Company at large.
All details relating to financial and commercial transactions where Directors may have a pecuniary interest are
provided to the Board and the interested Directors neither participate in the discussion nor do they vote on such
matters.
The Company complied with the statutory provisions, rules and regulations relating to the capital markets during
the last three years and stock exchanges or SEBI or any statutory authority did not impose any penalties or strictures
on the Company for the said period.
7. Shareholders’ Information7.1 General Body Meetings
7.1.1 Location and time, where last three AGMs were held:
Financial Year Location Date Time
2006-07 Kilachand Conference Room, 2nd Floor, LNM - IMC
Building, IMC Marg, Churchgate, Mumbai 400 020,
Maharashtra, India
September 27, 2007 4.00 pm
2007-08 Kilachand Conference Room, 2nd Floor, LNM - IMC
Building, IMC Marg, Churchgate, Mumbai 400 020,
Maharashtra, India
September 27, 2008 4.00 pm
2008-09 Kilachand Conference Room, 2nd Floor, LNM - IMC
Building, IMC Marg, Churchgate, Mumbai 400 020,
Maharashtra, India
September 24, 2009 4.00 pm
7.1.2 During the year, no ordinary or special resolutions were passed through postal ballot.
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7.2 Annual General Meeting 2010
Details of the 36th Annual General Meeting:
Financial Year Location Date Time
2009-10 Kilachand Conference Room, 2nd Floor
LNM - IMC Building, IMC Marg, Churchgate
Mumbai 400 020, Maharashtra, India
September 24,
2010
Friday
3.00 pm
As required under Clause 49 VI(A), particulars of Directors seeking re-appointment | appointment are given
in the notice of the Annual General Meeting
7.3 Financial year:
April 01 to March 31
7.4 Date of book closure:
August 16, 2010 to August 18, 2010
7.5 Listing on Stock Exchanges:
Bombay Stock Exchange Ltd (BSE) and Ahmedabad Stock Exchange Ltd (ASE).
The Company has paid listing fees for the year 2010-11 to all the stock exchanges where securities are
listed. Pursuant to a Securities and Exchange Board of India (SEBI) circular, Custody charges were also
paid to the depositories namely National Securities Depository Ltd (NSDL) and Central Depository Services
(India) Ltd (CDSL). The ISIN number of the share of the Company is INE841D01013. The corporate Identity
Number (CIN) is L24100MH1974PLCO17594.
7.6 Stock code:
BSE: 506597 and ASE: 03310
7.7 Share Price Data and comparison with BSE Sensex
The monthly high and low share prices of the Company in comparison with the BSE Sensex during the year:
Share price of Amal at BSE BSE Sensex
Month High (`) Low (`) High Low
April 2009 3.72 3.09 11492.10 9546.29
May 2009 4.73 3.05 14930.54 11621.30
June 2009 4.93 3.26 15600.30 14016.95
July 2009 5.19 3.55 15732.81 13219.99
August 2009 8.71 4.00 16002.46 14684.45
September 2009 7.80 6.25 17142.52 15356.72
October 2009 8.62 6.19 17493.17 15805.20
November 2009 9.70 7.95 17290.48 15330.56
December 2009 9.48 7.56 17530.94 16577.78
January 2010 10.63 8.00 17790.33 15982.08
February 2010 9.50 7.15 16669.25 15651.99
March 2010 8.53 6.44 17793.01 16438.45
Amal Ltd Annual Report 2009-1020 /
7.8 Registrar and Transfer Agent
For physical and demat shares:
Link Intime India Pvt Ltd (Formerly known as Intime Spectrum Registry Limited) at C-13, Pannalal Silk Mills
Compound, LBS Marg, Bhandup, Mumbai 400078, Maharashtra, India
Telephone Number: 022-25946970 Fax: 022-25946969
email id: rnt.helpdesk@linkintime.co.in
7.9 Share Transfer System
Securities lodged for transfer at the Registrar’s address are processed within 30 days from the date of
lodgment, if the documents are clear in all respects. All requests for dematerialisation of securities are
processed and the confirmation is given to the depositories within 21 days.
Pursuant to Clause 47(c) of the Listing Agreement with the stock exchanges, certificates on a half-yearly
basis were issued by the Company Secretary in practice for due compliance of share transfer formalities by
the Company. Pursuant to the SEBI (Depositories and Participants) Regulations, 1996, certificates were also
received from the Company Secretary in practice for timely dematerialisation of the shares of the Company
and for conducting a secretarial audit on a quarterly basis for reconciliation of the share capital of the
Company. All the certificates were filed with the stock exchanges where the shares of the Company are
listed.
7.10 Distribution of shareholding as on March 31, 2010
i) Shareholding wise:
Holding Share Capital Share Capital
Numbers % of Total Amount (in `) % of Total
Upto 2,500 9844 76.57 8489710 12.08
2,501 – 5,000 1830 14.23 7030740 10.01
5,001 – 10,000 696 5.41 5353900 7.62
10,001 – 20,000 268 2.08 3911620 5.57
20,001 – 30,000 91 0.71 2223860 3.16
30,001 – 40,000 32 0.25 1116600 1.59
40,001 – 50,000 24 0.18 1156920 1.65
50,001 – 1,00,000 42 0.33 3022580 4.30
1,00,001 and above 29 0.22 37944070 54.01
Total 12,856 70250000 100.00
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ii) Category wise:
Category Shares No Shareholding %
Promoters 3045777 43.36
Mutual funds 1100 0.02
Banks 1083 0.01
Insurance companies 0 0
Foreign Institutional Investors 0 0.00
Trust 2563 0.04
Corporate bodies 589338 8.39
Indian public 3346408 47.63
Non Resident Indians 5656 0.08
Clearing Members and Market Makers 4801 0.07
HUF 28274 0.40
Total 7025000 100.00
7.11 Dematerialisation of shares and liquidity
Of the total equity share capital of the Company comprising 7025000 equity shares 74.74% (5250593
shares) are held in dematerialised form while the balance 25.26% (1774407 shares) are held in physical
form.
7.12 Outstanding GDRs | ADRs | warrants or any convertible instruments, conversion date and
likely impact on equity
Capital of the Company comprises only equity shares and the Company does not have any preference
shares, outstanding ADRs, GDRs, warrants or any convertible instruments as on date.
7.13 Equity shares held by the Non-executive Directors
Number Name Shares
1 Dr R Vishnoi 1500
2 Mr S S Lalbhai 3750
7.14 Locations of plants
(i) Atul 396020, District Valsad, Gujarat, India
(ii) GIDC, Ankleshwar 393002, District Bharuch, Gujarat, India
7.15 Address of Mumbai office
310B, Veer Savarkar Marg, Dadar (West), Mumbai 400028, Maharashtra, India
7.16 Address for correspondence
Amal Ltd, Atul 396020, District Valsad, Gujarat, India
7.17 E-mail ID of Grievance Redressal office:
igc@amal.co.in
Amal Ltd Annual Report 2009-1022 /
7.18 Nomination facility
A Member can nominate a person who will have rights to shares and | or amount payable in respect of shares
registered in his (her) name in the event of his (her) death. This facility is available to the Members of the Company.
The nomination form can be obtained from the Company.
7.19 Communication
Half-yearly report sent to each household of the Members Since the financial results are published in the
newspapers as well as displayed on the website
of BSE and ASE, the results are not sent to each
household of the Members
Quarterly and half-yearly results Financial results of the Company are sent to the
stock exchanges immediately after the Board
approves. Published in The Financial Express
(English) and The Punya Nagari (Marathi); the
results are published in accordance with the
guidelines of the stock exchanges
Whether it also displays official news releases No
The presentations made to institutional investors or to
the analysts
No
Whether Management Discussion and Analysis is a part
of the Annual Report or not
Yes
8. Details of compliance with the mandatory requirements and extent of compliance with non-mandatory requirementsi) Compliance with the mandatory requirements
The Company complied with the mandatory requirements of the Code of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the stock exchanges.
ii) Extent of compliance with the non-mandatory requirements
The Company complies with the following non-mandatory requirements:
Moving towards unqualified financial statements
9. Role of the Company Secretarial Department in overall governance process All Directors of the Company have access to the suggestions and services of the Secretarial Department
in ensuring an effective functioning of the Board and its Committees. The functionaries of Secretarial
Department administer, attend and prepare minutes of the Board and the Committee proceedings in
accordance with the statutory requirements as well as Corporate Governance norms.
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10. Certification by CEO and CFOMr Vasudev Koppaka, Managing Director, and Mr Sanjay Kumar, Head of Finance and Compliance Officer,
issued a certificate to the Board as prescribed under Sub-Clause V of Clause 49 of the Listing Agreement.
The said certificate was placed before the Board at the meeting held on May 25, 2010, in which the
accounts for the financial year ended March 31, 2010 were considered and approved by the Board of
Directors.
11. Certification by the Statutory AuditorsCertificate from the Statutory Auditors of the Company, V R Parekh & Co, Chartered Accountants, regarding
compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is
enclosed.
12. Declaration by the Chairman In accordance with Clause 49 I D of the Listing Agreement with the stock exchanges, all the Directors
and senior management personnel have, respectively, affirmed compliance with the Code of Conduct as
approved and adopted by the Board of Directors.
For Amal Ltd
Valsad Vasudev Koppaka
July 22, 2010 Managing Director
Amal Ltd Annual Report 2009-1024 /
Auditors’ Certificate To The Members of Amal LtdWe have examined the compliance of conditions of Corporate Governance by Amal Ltd for the year ended on March 31,
2010, as stipulated in Clause 49 of the Listing Agreement of the said Company, with the stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was
limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring compliance of
the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements
of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and based on the
representations made by the Directors and the Management, we certify that the Company has complied with the
conditions of Corporate Governance as stipulated in Clause 49 of the above-mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the Management has conducted the affairs of the Company.
For and on behalf of
V R Parekh & Co.
Chartered Accountants
Firm registration No. 114058W
V R Parekh
Valsad Partner
July 22, 2010 Membership No.7474
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NoticeNOTICE is hereby given that the 36th Annual General Meeting (AGM) of the Members of the Company will be held
on Friday, September 24 2010, at 3.00 p.m. at Kilachand Conference Room, 2nd Floor, LNM - IMC Building, IMC
Marg, Churchgate, Mumbai 400020, Maharashtra, India to transact the following business:
Ordinary Business:1. To receive, consider and adopt the Balance Sheet
as on March 31, 2010 and the Profit and Loss
Account for the year ended on that date together
with the reports of Directors and the Auditors
thereon.
2. To appoint a Director in place of Mr G R Parekh
who retires by rotation under Article 134 of the
Articles of Association of the Company and being
eligible, offers himself for reappointment.
Special Business3. To consider and, if thought fit, to pass, with or
without modifications, the following resolution
as an ordinary resolution:
“RESOLVED THAT Haribhakti & Co, Chartered
Accountants (Firm Registration No. 103523W) be
and are hereby appointed as Statutory Auditors of
the Company in place of V R Parekh & Co, the retiring
Statutory Auditors (who have given notice in writing
to the Company stating that they are not desirous of
getting reappointed) to hold the office till the conclusion
of the next AGM on such terms and conditions and on
such remuneration as may be decided by the Board.
RESOLVED FURTHER that the appointment shall be in
accordance with the limits specified in Sub-section 1(B)
of Section 224 of The Companies Act, 1956.”
4. To consider and, if thought fit, to pass, with or
without modifications, the following resolution
as an ordinary resolution:
“RESOLVED THAT Mr S S Lalbhai retiring at this
Annual General Meeting having been appointed as
an Additional Director under Article 118 of Articles
of Association and Section 260 of The Companies
Act, 1956 and who being eligible offers himself for
appointment and in respect of whom the Company
has received a notice in writing under Section 257 of
The Companies Act, 1956 from a member proposing
his candidature, be and is hereby appointed a Director
of the Company.”
5. To consider and, if thought fit, to pass, with or
without modifications, the following resolution
as an ordinary resolution:
“RESOLVED THAT Mr T R Gopi Kannan retiring at this
Annual General Meeting having been appointed as
an Additional Director under Article 118 of Articles
of Association and Section 260 of The Companies
Act, 1956 and who being eligible offers himself for
appointment and in respect of whom the Company
has received a notice in writing under Section 257 of
The Companies Act, 1956 from a member proposing
his candidature, be and is hereby appointed a Director
of the Company.”
6. To consider and, if thought fit, to pass, with or
without modifications, the following resolution
as an ordinary resolution:
“RESOLVED THAT Mr B M Trivedi retiring at this
Annual General Meeting having been appointed as
an Additional Director under Article 118 of Articles
of Association and Section 260 of The Companies
Act, 1956 and who being eligible offers himself for
appointment and in respect of whom the Company
has received a notice in writing under Section 257 of
The Companies Act, 1956 from a member proposing
his candidature, be and is hereby appointed a Director
of the Company.”
Amal Ltd Annual Report 2009-1026 /
7. To consider and, if thought fit, to pass, with or
without modifications, the following resolution as an
ordinary resolution:
“RESOLVED THAT Mr N C Singhal retiring at this Annual
General Meeting having been appointed as an Additional
Director under Article 118 of Articles of Association and
Section 260 of The Companies Act, 1956 and who being
eligible offers himself for appointment and in respect of
whom the Company has received a notice in writing under
Section 257 of The Companies Act, 1956 from a member
proposing his candidature, be and is hereby appointed a
Director of the Company.”
8. To consider and, if thought fit, to pass, with or
without modifications, the following resolution as an
ordinary resolution:
“RESOLVED THAT pursuant to provisions of Sections 198,
269 and 309 read with Schedule XIII and all other applicable
provisions, if any, of The Companies Act,1956 including
any statutory modification or re-enactment thereof and
subject to such approvals as may be necessary, approval of
the members of the Company be and is hereby accorded to
the appointment of Mr Vasudev Koppaka as the Managing
Director of the Company for a period of five years with
effect from July 22, 2010 upon the terms and conditions
including remuneration as set out in the draft agreement
submitted to this meeting and initialled by the Chairman
for the purpose of identification, which agreement be and
is hereby approved and sanctioned with the authority to
the Board of Directors of the Company to alter and vary
the terms and conditions of the said appointment and/
or agreement in such manner as the Board may deem fit
and as may be acceptable to Mr Vasudev Koppaka, the
Managing Director of the Company.
RESOLVED FURTHER THAT Board of Directors of the
Company be and is hereby authorised to do all such acts
deeds and things as may be required to give effect to the
above resolution”
9. To consider and, if thought fit, to pass, with or
without modifications, the following resolution as a
special resolution:
“RESOLVED THAT pursuant to the provisions of Section
16, 94 and all other applicable provisions, if any,
of The Companies Act,1956 (including any statutory
modification or enactment thereof for the time being in
force), the Authorised Share Capital of the Company of `
15,00,00,000/- (Rupees Fifteen Crores Only) divided into
1,50,00,000 (One Crore Fifty Lacs Only) equity shares of
`10/- (Rupees Ten) each be and is hereby increased to `
25,00,00,000/- (Rupees Twenty Five Crores Only) divided
into 1,50,00,000 (One Crore fifty Lacs only ) equity shares
of ` 10/- (Rupees Ten) each and 1,00,00,000 (One Crore
only ) preference shares of ` 10/- (Rupees Ten) each with
the power to the Board to decide on the extent of variation
in such rights and to classify and reclassify from time to
time such shares into any other class of shares.
RESOLVED FURTHER THAT the Memorandum of Association
of the Company be and is hereby altered by substituting
the existing Clause V thereof by the following Clause V:
The Authorised Share Capital of the Company of
` 15,00,00,000/- (Rupees Fifteen Crores Only) divided into
1,50,00,000 (One Crore Fifty Lacs Only) equity shares of
` 10/- (Rupees Ten) each be and is hereby increased to
` 25,00,00,000/- (Rupees Twenty Five Crores Only) divided
into 1,50,00,000 (One Crore fifty Lacs only) equity shares
of ` 10/- (Rupees Ten) each and 1,00,00,000 (One Crore
only ) Preference Shares of ` 10/- (Rupees Ten) each with
the power to the Board to decide on the extent of variation
in such rights and to classify and reclassify from time to
time such shares into any other class of shares.
RESOLVED FURTHER THAT for the purpose of giving effect
to this resolution, the Board of Directors of the Company
be and is hereby authorised to take all such steps and
actions and give such directions as may be in its absolute
discretion deem necessary and to settle any question that
may arise in this regard.”
10. To consider and, if thought fit, to pass, with or
without modifications, the following resolution as a
special resolution:
“RESOLVED THAT pursuant to the provisions of Section 31
and all other applicable provisions, if any, of The Companies
Act, 1956 (including any statutory modification or re-
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enactment thereof for the time being in force), the
existing Articles of Association of the Company be and
is hereby altered by substituting the existing Article 9
with the following Article 9:
The Authorised Share Capital of the Company is as
mentioned in the Capital Clause V of the Memorandum
of Association of the Company as amended from time
to time.
RESOLVED FURTHER THAT for the purpose of giving
effect to this resolution, the Board of Directors of the
Company be and is hereby authorised to take all such
steps and actions and give such directions as may be
in its absolute discretion deem necessary and to settle
any question that may arise in this regard.”
11. To consider and, if thought fit, to pass, with or
without modifications, the following resolution
as special resolution:
“RESOLVED THAT pursuant to the provisions of Section
309 and other applicable provisions, if any, of The
Companies Act, 1956 and subject to the approval of
Central Government, if necessary, the payment and
distribution of a sum not exceeding 1% of the net
profits of the Company calculated in accordance with
the provisions of Sections 198, 349 and 350 of The
Companies Act, 1956, by way of commission to and
amongst the Ordinary Directors in such amounts or
proportion and in such manner as may be determined
by the Board of Directors from time to time be made
out of the profits of the Company of each year during
the period of five years commencing from April 1,
2010.
RESOLVED FURTHER THAT the Board of Directors of
the Company be and are hereby authorised to take
such steps as may be necessary, desirable or expedient
to give effect to this resolution.”
By order of the Board
Valsad Vasudev Koppaka
July 22, 2010 Managing Director
Amal Ltd Annual Report 2009-1028 /
Notes1. A member entitled to attend and vote at the meeting
is entitled to appoint a proxy to attend and vote instead of
himself | herself and a proxy need not be a member.
2. Printed copies of the Balance Sheet, the Profit and
Loss Account, the Directors’ Report, the Auditors’ Report
and every other document required by law to be annexed
or attached to the Balance Sheet for the financial year
ending March 31, 2010 are enclosed.
3. Book closure: The Register of Members and the
share transfer books of the Company will remain closed
from August 16, 2010 to August 18, 2010 (both days
inclusive).
4. Members desirous of any information about the
accounts and operations of the Company are requested to
write to the Company at least 10 days before the date of
the meeting so that the required information can be made
available at the meeting.
5. Members | Proxies are requested to bring the enclosed
attendance slip with them duly filled in for attending the
meeting.
6. Reappointment of the Directors: At the ensuing AGM,
Mr G R Parekh retires by rotation and being eligible offers
himself for reappointment. The information or details
required as per the Listing Agreement pertaining to him
are as under:
Particulars Information of Director seeking reappointment
Name Mr G R Parekh
Date of birth October 15, 1949
Brief résumé Mr G R Parekh is an Associate Member of The Institute of
Chartered Accountants of India and also an Associate Member
of The Institute of Company Secretaries of India. He carries with
him wide knowledge and experience of 31 years in the fields of
Finance, Internal Audit, Secretarial and General Management.
Directorship in other companies Nil
Position in committees of other companies Nil
Number of shares held in the Company Nil
Explanatory StatementThe following Explanatory Statement, as required by Sub-Section 2 to Section 173 of The Companies Act, 1956, sets out
all material facts including the nature, concern or interest of the Directors in relation to Special Business under item no 3
to 11 mentioned in the accompanying notice dated July 22, 2010
Item No. 3The Auditors of the Company V R Parekh & Co, retire at the Annual General Meeting of the Company to be held on
September 24, 2010. However, V R Parekh & Co have given notice in writing to the Company stating that they are not
desirous of getting reappointed. Further the Company has received a special notice under Sections 190 and 225 of
The Companies Act, 1956 from one of the members of the Company proposing to appoint Haribhakti & Co, Chartered
Accountants as the Auditors of the Company.
In view of the above, the Board of Directors proposes to appoint Haribhakti & Co, Chartered Accountants as the Auditors
in place of V R Parekh & Co.
No Director is interested in or concerned with this resolution.
The Directors recommend passing of the resolution.
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Item No. 4 Mr Sunil S Lalbhai was appointed as an Additional Director of the Company by the Board of Directors on January
21, 2010. He was further appointed as Non executive Chairman on May 25, 2010. His details are as under:
Name Mr Sunil S Lalbhai
Date of birth March 15, 1960
Brief résumé Mr Sunil S Lalbhai has done MS Degree in Chemistry from the University
of Massachusetts and MS Degree in Economic Policy and Planning from the
Northeastern University. He has been on the Board of Directors of Atul Ltd
since 1984. From August 2007, he has been functioning as Chairman &
Managing Director of Atul Ltd.
In 1991 and in 2006, he was appointed by the Government of India for
preparing a Perspective Plan for Chemical Industry. In 1991, he was also
appointed by the Government of Gujarat for preparing a blueprint for the
development of Dyestuff Industry.
Directorship in other
companies
Atul Ltd (Chairman & Managing Director)
Wyeth Ltd
Navin Flourine International Ltd
Atul Bioscience Ltd (Chairman)
Atul Rajasthan Date Palms Ltd
Position in committees of
other companies
Audit Committee:
Navin Flourine International Ltd (Member)
Share Holders’ Grievance Committee:
Wyeth Ltd (Member)
Atul Ltd (Member)
Number of shares held in the
Company
3750
No Directors except Mr Sunil S Lalbhai is interested in or concerned with this resolution.
The Directors recommend passing of the resolution.
Item No. 5 Mr T R Gopi Kannan was appointed as an Additional Director of the Company by the Board of Directors on January
21, 2010. His details are as under:
Name Mr T R Gopi Kannan
Date of birth March 30, 1959
Brief résumé Mr T R Gopi Kannan has done FCA, FCS, FICWA followed by Post Graduate
Diploma in Management Studies from Indian Institute of Management-
Ahmedabad and ACMA (London). He has over 25 years of experience including
around 9 years in Pfizer Ltd and Nestle India Ltd in the areas of Finance and
Accounting and over 16 years as Head of Finance in Atul Ltd.
Amal Ltd Annual Report 2009-1030 /
No Directors except Mr T R Gopi Kannan is interested in or concerned with this resolution.
The Directors recommend passing of the resolution.
Item No. 6Mr Bharat M Trivedi was appointed as an Additional Director of the Company by the Board of Directors on July 22, 2010.
His details are as under:
Name Mr Bharat M Trivedi
Date of birth February 1, 1962
Brief résumé Mr Bharat M Trivedi has done B. Tech (Chemical Engineering) from the Indian
Institute of Technology (IIT), Mumbai in 1984. He has over 25 years of industrial
experience in technical fields like process-development, manufacturing operations,
materials management, project execution, information technology etc. He has got
in-depth exposure to a number of senior management courses at I.I.M. (Ahmedabad)
as well as extensive technical training in India and abroad. He has handled senior level
responsibilities viz. heading SBU, setting up a department to manage information
technology, corporate planning, etc
Directorships in other
companies
Atul Infotech Pvt Ltd
Position in committees of
other companies Nil
Number of shares held in the
Company Nil
No Directors except Mr Bharat M Trivedi is interested in or concerned with this resolution.
The Directors recommend passing of the resolution.
Directorship in other
companies
Atul Bioscience Ltd
Atro Ltd
Atul Rajasthan Date Palms Ltd
Ameer Trading Corporation Ltd (Chairman)
Foreign companies
Atul Europe Ltd (Chairman)
Atul Deutschland GmbH (Chairman)
Atul International Trading (Shanghai) Co Ltd (Chairman)
Atul Americas Inc (Chairman)
Position in committees of
other companies Nil
Number of shares held in the
Company Nil
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Item No. 7 Mr Naresh C Singhal was appointed as an Additional Director of the Company by the Board of Directors on July
22, 2010. His details are as under:
Name Mr Naresh C SinghalDate of birth August 10, 1936
Brief résumé Mr Naresh C Singhal has done his post graduation in subjects of Economics,
Statistics & Administration. He has acquired professional education from
IIM, Ahmedabad and Kolkatta, IIT, Kanpur and Administrative Staff College,
Hyderabad. He has a vast experience in the fields of Management, Banking
and Finance of over five decades. He was the founder Chief Executive Officer,
designated as the Vice Chairman and Managing Director of the erstwhile
SCICI Limited since December 1986 till August 1996. Before moving over
to SCICI, he was a Senior Executive of ICICI for a period of 15 years from
1971 to 1986 and also of ONGC from 1958 to 1971. He was deputed by the
Government of India as a Banking Expert to the Industrial Development Bank
of Afghanistan, Kabul during 1974-75, as a part of World Bank sponsored
programme for setting up the Bank. He was also engaged as a Consultant and
Management Specialist with ADB, Manila. He has been a Director/Advisor in
several companies which include ICICI, SCL, HSBC Capital Markets, JP Morgan
Mutual Fund, Indo-Ocean Ventures Advisers, Hamon Consolidated Investment
Advisers, Times Bank, Development Credit Bank, Ballarpur Industries, Ashok
Leyland, Eicher Group, Ashapura Group, Kirloskar Oil Engines, LIC Mutual
Fund, Pioneer ITI AMC and Cholamandalam Investment & Finance Co
Directorship in other companies Chairman :
Samalpatti Power Company Pvt Ltd
SCI Forbes Ltd
Forbes Bumi Armada Ltd
Director :
Deepak Fertilisers & Petrochemicals Ltd
Max India Ltd
Binani Industries Ltd
Tolani Shipping Ltd
Ambit Holdings Pvt Ltd
Mahagujarat Chamunda Cements Ltd
Birla Sunlife AMC Ltd
Position in committees of
other companies Nil
Number of shares held in
the Company Nil
No Directors except Mr Naresh C Singhal is interested in or concerned with this resolution.
The Directors recommend passing of the resolution.
Amal Ltd Annual Report 2009-1032 /
Item No. 8The Board of Directors of the Company, subject to the
approval of Members at the general meeting have
considered and recommended the terms and conditions
for the appointment of Mr Vasudev Koppaka as the
Managing Director of the Company for the period of five
years effective from July 22, 2010. Mr Koppaka is already
a Director of the Company. Mr Koppaka has done B Sc
from University of Mumbai, B Sc (Tech) from ICT, Mumbai
followed by post graduation in Management Studies (MMS)
from University of Mumbai and has got above 20 years
of industry experience including in senior management
positions. He is also the President of Aromatics and Bulk
chemicals and Intermediates Divisions of Atul Ltd. The
terms and conditions and remuneration relating to his
appointment as Managing Director are specified in the
draft agreement, which is placed before the meeting. The
material terms of the draft agreement are as under:
I. Mr. Vasudev Koppaka is appointed as a Managing
Director of the Company and as such Managing
Director he shall perform the duties and exercise
the powers which have been or from time to time
may be assigned to or vested in him and subject to
the superintendence, control and direction of the
Board of Directors of the Company.
II. The Managing Director shall, unless prevented by ill-
health throughout the said term, devote such part
of his time, attention and abilities to the business
of the Company as may be required by the Board
of Directors and shall obey the orders from time
to time of the Board of Directors of the Company
and in all respects conform to and comply with
the directions and regulations made by the Board
of Directors and shall well and faithfully serve
the Company and use his utmost endeavors to
promote the interests thereof.
III. The Managing Director would hold the said office
for the period from July 22, 2010 to July 21,
2015.
IV Remuneration:
a) The Managing Director is also an employee
of Atul Ltd as mentioned above from which
remuneration is being drawn by him. The
Company will reimburse to Atul Ltd 10 %
of the remuneration (including revision
thereof) drawn by him from Atul Ltd or
an amount not exceeding the amount
allowable under Section I or Section II of
Part II of the Schedule XIII of The Companies
Act, 1956 whichever is lower.
b) For the sake of abundant clarity it is
confirmed that as long as Mr. Koppaka
draws remuneration from Atul Ltd, the
payment of his remuneration by Amal
Ltd for his services to Amal Ltd will be
discharged only by way of reimbursement
to Atul Ltd and not by way of any payment
to him.
c) The current yearly remuneration in Atul Ltd
is an aggregate of `. 71 lacs which may be
revised from time to time by Atul Ltd.
d) In case the Managing Director ceases to
draw remuneration from Atul Ltd, the
Company will pay him remuneration equal
to 10% of his last drawn remuneration at
Atul Ltd or as is allowable under Section I or
II of Part II of Schedule XIII of The Companies
Act, 1956 as may be decided by the Board
of Directors from time to time.
V. Sitting Fees:
The Managing Director shall not be entitled to
sitting fees for attending meetings of the Board of
Directors or Committees thereof. He shall, however,
be reimbursed the actual traveling, lodging and
boarding expenses incurred by him for attending
meetings of the Board of Directors and/or
committees thereof.
VI. Overall Limit :
The reimbursement referred to in Clause IV and
any alteration thereof from time to time is subject
to the limit of 5% of the annual net profits of the
Company and subject further to the overall limit of
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10% of the annual net profits of the Company
on the remuneration of the Managing Director
and Wholetime Director(s) , if any, of the
Company taken together. Provided, however,
that in the event of absence or inadequacy
of profit, the reimbursement shall not exceed
the limit provided in Section II of Part II of the
Schedule XIII to The Companies Act, 1956.
VII. Rateable Proportion:
If the employment of the Managing Director
shall cease during the currency of any financial
year, the amount payable to him or his
executors or administrators as the case may
be shall be a rateable proportion of what he
would have received if he had been employed
for the whole of that year. The reimbursement
to Atul Ltd shall be paid accordingly.
VIII. Reimbursement :
The Managing Director shall be entitled to
reimbursement of all expenses including
travelling, entertainment and other out-
of-pocket expenses actually and properly
incurred in connection with the business of the
Company.
IX. Non-exclusive :
The Directors are at liberty from time to time
to appoint any other person or persons to be
Managing Director jointly with the Managing
Director.
X. Termination:
This Agreement can be terminated by giving
three months’ notice by either party.
XI. Compensation :
If at any time the office of the Managing
Director is determined before the expiry of
his notice period of 3 months, the Managing
Director shall be entitled to compensation for
loss of office in accordance with and subject to
the restrictions laid down in Section 318 of The
Companies Act, 1956.
XII. Arbitration :
In the event of any dispute or difference arising
out of this agreement between the parties,
such dispute or difference shall be referred to
arbitration in accordance with the provisions
of The Arbitration and Conciliation Act, 1996
or any statutory modification or substitute
thereof and all the provisions of that Act so far
as are applicable or of any of them for the time
being in force shall apply to every reference
thereof. The jurisdiction for the purpose of the
arbitration shall be at Valsad, Gujarat only.
MEMORANDUM OF INTEREST:
The nature of the concern or interest of Mr Vasudev
Koppaka, Managing Director of the Company is that
the above resolution pertains to his agreement with the
Company and he will be receiving the remuneration as
stated therein if approved.
None of the other Directors of the Company are
interested in the above resolution.
The above statement may be treated as an abstract of
the terms and memorandum of interest under Section
302 of The Companies Act, 1956.
Item No. 9 & 10The BIFR has sanctioned scheme of revival of the
Company subject to certain conditions.
The Board of Directors proposes to increase authorised
share capital from ` 15 crores to ` 25 crores for
meeting future business needs. This has been approved
by BIFR.
None of the Directors are interested in or concerned
with this resolution.
The Board requests passing of the resolutions.
Item No. 11Section 309 of The Companies Act, 1956 permits the
payment of remuneration to Ordinary Directors who
are neither in employment nor a Managing Director
of the Company, by way of commission not exceeding
Amal Ltd Annual Report 2009-1034 /
1% of the net profit of the Company, if the Company
authorises such payment by a special resolution at the
general meeting of the Company.
The Ordinary Directors of the Company devote
considerable time for the business of the Company and
the Company substantially benefits by their expertise
and mature advice. It is therefore desirable that they are
paid suitable remuneration by way of commission not
exceeding one per cent of the net profit of the Company
as computed in accordance with the provisions of the
Act, each year for a period of five years commencing from
April 1, 2010. Within the aforesaid limit, the authority is
sought for the Board to decide quantum, amount and
proportion of payment to the Ordinary Directors.
The Board recommends the resolution for approval by
shareholders as a special resolution.
All the directors of the Company except the Managing
Director may be deemed to be concerned with or
interested in the aforesaid resolution to the extent of the
remuneration that may be received by them.
The Directors recommend passing of the resolution.
By order of the Board
Valsad Vasudev Koppaka
July 22, 2010 Managing Director
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Report of the Auditors to the Members1. We have audited the attached Balance Sheet of Amal
Ltd as at March 31, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. As required by The Companies (Auditors’ Report) Order, 2003 as amended by The Companies (Auditors’ Report) (Amendment) Order, 2004 (together with the ‘Order’) issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the ‘Act’) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.
4. Further to our comments in the Annexure referred to above, we report that:
a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;
c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;
d) In our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in Sub-section (3C) of Section 211 of The Companies Act, 1956;
e) On the basis of written representations received from the Directors as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2010 from being appointed as a Director in terms of Clause (g) of Sub-section (1) of Section 274 of The Companies Act, 1956;
f) Attention is invited to the following note in schedule 14.
Note No 12 regarding the going concern assumption for preparing the accounts. Though the net worth of the Company is substantially negative, since the Company has started operations w.e.f. July 2009 as per the reconstruction scheme sanctioned (SS’09) by Board for Industrial and Financial Reconstruction (BIFR) and hence, is a going concern.
g) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with the notes thereon, and attached thereto give the information required by The Companies Act, 1956, in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India.
(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;
(ii) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and
(iii) in case of Cash Flow Statement, of the cash flows for the year ended on that date.
For and on behalf ofV R Parekh & Co.
Chartered AccountantsFirm Registration Number 114058W
V R ParekhValsad ProprietorMay 25, 2010 Membership No. 7474
Amal Ltd Annual Report 2009-1036 /
Annexure to the Report of the AuditorsReferred to in paragraph 3 of the Auditors’ Report of even date to the Members of Amal Ltd on the financial statements for the year ended March 31, 2010
(i) The nature of the Company’s activities during the period is such that clauses (xiii) and (xiv) of paragraph 4 of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company for the period.
(ii) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets except at the Ankleshwar plant.
(b) All the assets have not been physically verified by the Management during the year but there is a regular program of verification which, in our opinion, is reasonable, having regard to the size of the Company and the nature of its assets.
(iii) (a) The inventory has been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.
(b) The procedures of physical verification of inventories followed by the Management is adequate in relation to the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and the book records were not material.
(iv) In our opinion and according to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to companies, firms, or other parties covered in the register maintained under Section 301 of The Companies Act, 1956. Hence the provisions of Clause 4 (iii) of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.
(v) According to the information and explanations given to us, the Company has taken unsecured loan from companies, firms or other parties covered in the register maintained under Section 301 of The Companies Act, 1956. Accordingly the provisions of Clause 4 (iii) of The Companies (Auditor’s Report) Order, 2003 are applicable to the Company.
(vi) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and with regard to sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.
(vii) According to the information and explanations given to us, we are of the opinion that there are contracts or arrangements referred to in Section 301 of The Companies Act, 1956. Accordingly the provisions of Clause 4 (v) of The Companies (Auditor’s Report) Order, 2003 are applicable to the Company.
(viii) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Section 58A, 58AA or any other relevant provisions of The Companies Act, 1956, and the rules framed there under. Accordingly, the provisions of Clause 4 (vi) of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.
(ix) In our opinion, the Company has an adequate internal audit system commensurate with the size of the Company and the nature of its business.
(x) We have broadly reviewed the books of account relating to materials, labour and other items of cost to be maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1)(d) of The Companies Act, 1956 and we are of the opinion that prima facie the prescribed records have been maintained.
(xi) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues, including income tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues.
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Name of the statute Nature of dues AmountPeriod to which the amount relates
Due dateDate of payment
The Companies Act, 1956
Investor Education and Protection Fund
3.00 1992-93 24-11-1999 Not yet paid
The Companies Act, 1956
Investor Education and Protection Fund
5.00 1993-94 23-04-2000 Not yet paid
The Companies Act, 1956
Investor Education and Protection Fund
5.00 1983-84 22-10-1990 Not yet paid
The Companies Act, 1956
Investor Education and Protection Fund
6.00 1983-84 19-11-1990 Not yet paid
The Companies Act, 1956
Investor Education and Protection Fund
29.86 1992-93 In 1999-2000 Not yet paid
(c) According to the information and explanations given to us, there are no dues of sales tax, service tax, income tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute.
(xii) The accumulated losses of the Company have exceeded 100% of its net worth as at the end of the year. The Company has a positive PBDT during the financial year covered by our audit, however, the Company incurred PBDT loss in the immediately preceding financial year.
(xiii) In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in the payment of dues to bank during the current year.
(xiv) According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of Clause (xii) of paragraph 4 of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly the provisions of Clause (xv) of paragraph 4 of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.
(xvi) In our opinion and according to the information and explanations given to us, term loans have been applied for the purpose for which they were raised.
(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment.
(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of The Companies Act, 1956. Accordingly, the provisions of Clause 4 (xviii) of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.
(xix) According to the information and explanations given to us, no debentures have been issued by the Company during the year nor were any debentures outstanding at the beginning of the year. Accordingly, the provisions of Clause 4 (xix) of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.
(xx) According to the information and explanations given to us, the Company has not raised any money through public issue during the year. Accordingly, the provisions of Clause 4 (xx) of The Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.
(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.
Annexure to the Report of the Auditors
For and on behalf ofV R Parekh & Co.
Chartered AccountantsFirm Registration Number 114058W
V R ParekhValsad ProprietorMay 25, 2010 Membership No. 7474
b) According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty, cess and other material statutory dues were in arrears, as at March 31, 2010 for a period of more than six months from the date they became payable except as under:
Amal Ltd Annual Report 2009-1038 /
Balance Sheet as at March 31, 2010(` thousands)
Particulars Schedule As at
March 31, 2010As at
March 31, 2009
I SouRCeS of fundS
1 Shareholders’ funds(a) Capital 1 70,250.00 70,250.00 (b) Advance towards share capital 24,000.00 24,000.00 (c) Reserves and surplus 2 90,286.65 161,133.44
184,536.65 255,383.44 2 Loan funds
(a) Secured loans 3 212,889.39 272,045.39 (b) Unsecured loans 4 26,634.62 19,929.98
239,524.01 291,975.373 Deferred tax liability (net) (Refer note no 7&17(xii)) 14 - 320.53
424,060.66 547,679.34
II APPLiCAtion of fundS1 Fixed assets
(a) Gross block 5 600,525.48 600,553.66 (b) Less: Depreciation and impairment loss 556,100.10 543,034.99(c) Net block 44,425.38 57,518.67 (d) Capital work in progress 6,496.79 -
50,922.17 57,518.672 Investments 6 210.00 210.00 3 Current assets, loans and advances 7
(a) Inventories 13,057.50 1,530.00 (b) Sundry debtors 1,773.54 -(c) Cash and bank balances 2,508.35 1,087.07 (d) Loans and advances 18,116.93 12,601.13
35,456.32 15,218.20 Less: Current liabilities and provisions 8
(a) Current liabilities 50,881.24 81,328.38 (b) Provisions 71.94 83.98
50,953.18 81,412.36
Net current assets (15,496.86) (66,194.16)
4 Profit and loss account 518,389.93 556,144.83 Less: Waiver from secured loan 59,155.99Less : Restructure of reserves and surplus 70,808.59 -
388,425.35 556,144.83
424,060.66 547,679.34 Notes forming parts of the accounts 14
As per our attached report of even date For and on behalf of the Board of DirectorsFor & on behalf ofV R Parekh & Co Vasudev Koppaka S S Lalbhai Rana VishnoiChartered Accountants Director and Chief t R Gopi Kannan ChairmanFirm Registration No 114058W Operating officer G R Parekh M S duttaV R Parekh Directors ProprietorMembership No. 7474
Valsad ValsadMay 25, 2010 May 25, 2010
39
Dire
ctor
s’ R
epor
t
Fina
ncia
l Sta
tem
ents
D
irect
ors’
Rep
ort
Man
agem
ent
Dis
cuss
ion
and
Ana
lysi
sRe
port
on
Corp
orat
e G
over
nanc
eN
otic
e
Purp
ose
and
Valu
esO
verv
iew
by
the
Chai
rman
Lett
er f
rom
the
Man
agin
g D
irect
or
Profit and Loss Account for the year ended March 31, 2010
(` thousands)
Particulars Schedule 2009-10 2008-09
inCoMe
Gross sales 54,225.09 -
Less: Excise duty 4,277.76 -
Net sales 49,947.33 -
Other income 9 2,530.89 3,038.74
52,478.22 3,038.74
exPendituRe
Raw materials consumed 10 27,003.06 -
Manufacturing expenditure 11 20,763.02 2,743.92
Employees’ emoluments 12 889.06 551.38
Interest and finance charges 13 44.48 5.65
Non moving stock written off - 7,296.21
Depreciation 13,065.11 13,240.08
Less: Depreciation on the amount added on
Revaluation charged to revaluation reserve 38.20 38.20
13,026.91 13,201.88
61,726.53 23,799.04
Profit | (Loss) Before Tax (9,248.31) (20,760.30)
Add: Waiver from Unsecured Creditors 46,701.64 21,857.13
Profit | (Loss) Before Tax after exceptional items 37,453.33 1,096.83
Tax expenses
Wealth Tax for the year 15.00 15.00
Wealth Tax for earlier years 3.96 3.22
(Add)| Less deferred tax (320.53) 320.53
Profit | (Loss) After Tax 37,754.90 758.08
Balance in profit and loss account brought forward (556,144.83) (556,902.91)
Balance carried to Balance Sheet (518,389.93) (556,144.83)
Basic | Diluted Earning Per Share of ` 10 each Refer Note (10) 14 5.37 0.11
Notes forming parts of the accounts 14
As per our attached report of even date For and on behalf of the Board of DirectorsFor & on behalf ofV R Parekh & Co Vasudev Koppaka S S Lalbhai Rana VishnoiChartered Accountants Director and Chief t R Gopi Kannan ChairmanFirm Registration No 114058W Operating officer G R Parekh M S duttaV R Parekh Directors ProprietorMembership No. 7474
Valsad ValsadMay 25, 2010 May 25, 2010
Amal Ltd Annual Report 2009-1040 /
(` thousands)Particulars 2009-10 2008-09
(A) CASh fLow fRoM oPeRAtinG ACtiVitieSNet Profit | (Loss) Before Tax 37,453.33 1,096.83 Adjustments for :Add:Depreciation 13,026.91 13,201.88 Interest & finance charges 44.48 5.65
13,071.39 13,207.53 Less:Dividend income 21.00 42.00 Interest income 3.29 61.48 Provision no longer required - 590.03 Miscellaneous credit balances written back 0.04 19.27
24.33 712.78 Operating Profit | (Loss) before working capital changes 50,500.39 13,591.58 Adjustments for:Trade & other receivables (7,289.31) (990.13)Inventories (11,527.50) 7,296.21 Trade payables (30,459.18) (21,351.19)
(49,275.99) (15,045.11)Cash generated from operations 1,224.40 (1,453.53)Less :Direct taxes paid (net of refund) 18.96 18.22 net cash flow from operating activities (A) 1,205.44 (1,471.75)
(B) CASh fLow fRoM inVeStinG ACtiVitieSDividend received 21.00 42.00 Interest received 3.29 105.19 Purchase of capital advance (6,496.79) (1,688.56)Sale of fixed asset 28.18 -Sale of investments - 48.50 net cash flow from investing activities (B) (6,444.32) (1,492.87)
(C) CASh fLow fRoM finAnCinG ACtiVitieSInterest paid (44.48) (5.65)Increase in short term borrowings (net) 6,704.64 3,156.59 net cash (used in) | flow from financing activities (C) 6,660.16 3,150.94
net change in cash & cash equivalents (A+B+C) 1,421.28 186.32
Cash & cash equivalents (opening balance) 1,087.07 900.75
Cash & cash equivalents (closing balance) 2,508.35 1,087.07 1,421.28 186.32
Cash Flow Statement for the year ended March 31, 2010
Previous year’s figures have been regrouped wherever necessary to confirm to this year’s classification.
As per our attached report of even date For and on behalf of the Board of DirectorsFor & on behalf ofV R Parekh & Co Vasudev Koppaka S S Lalbhai Rana VishnoiChartered Accountants Director and Chief t R Gopi Kannan ChairmanFirm Registration No 114058W Operating officer G R Parekh M S duttaV R Parekh Directors ProprietorMembership No. 7474
Valsad ValsadMay 25, 2010 May 25, 2010
41
Dire
ctor
s’ R
epor
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Fina
ncia
l Sta
tem
ents
D
irect
ors’
Rep
ort
Man
agem
ent
Dis
cuss
ion
and
Ana
lysi
sRe
port
on
Corp
orat
e G
over
nanc
eN
otic
e
Purp
ose
and
Valu
esO
verv
iew
by
the
Chai
rman
Lett
er f
rom
the
Man
agin
g D
irect
or
Schedules forming part of Balance Sheet as at March 31, 2010
(` thousands)
SCheduLe 1 ShARe CAPitAL As at March 31, 2010 As at March 31, 2009
Authorised
150,00,000 equity shares of ` 10 each 150,000.00 150,000.00
150,000.00 150,000.00
Issued and subscibed
70,25,000 equity shares of ` 10 each, fully paid up (of the above equity shares 17,13,242 shares are allotted as fully paid-up on conversion of 8,56,621 convertible debentures of ` 100 each)
70,250.00 70,250.00
70,250.00 70,250.00
(` thousands)
SCheduLe 2 ReSeRVeS And SuRPLuS As at March 31, 2010 As at March 31, 2009
Share premium account
As per last account 87,688.47 87,688.47
87,688.47 87,688.47
Revaluation reserve:
As per last balance sheet 2,636.38 2,674.58
Less: Depreciation for the year on amount added on revaluation
38.20 38.20
2,598.18 2,636.38
Capital reserve: - 70,808.59
(See note below)
90,286.65 161,133.44
notes: The Company has reached a One Time Settlement (OTS) with financial institutions and banks for which payments were made by a lender directly to the financial institutions and banks on behalf of the Company under the agreement for assignment of debts and | or transfer of securities. In view of the settlement of their secured dues, the financial institutions and banks have assigned their debts granted No Dues Certificate and | or transferred securities (secured by way of mortgage of entire immovable properties and by way of hypothecation of all movable plant and machineries and assets of the Company, excluding specific assets with specific charge) in favour of the lender.
The Company has caused to settle the outstanding dues of the said company through the OTS route to the extent of ` 59,155.99 (in thousands). The said amount has been transferred to the Profit and Loss Account.
note: The capital reserve has been adjusted against the accumulated loss of the Company in 2009-10
(` thousands)
SCheduLe 3 SeCuRed LoAnS As at March 31, 2010 As at March 31, 2009
Term loan
From limited company (see note below) 212,889.39 272,045.39
212,889.39 272,045.39
(` thousands)
SCheduLe 4 unSeCuRed LoAnS As at March 31, 2010 As at March 31, 2009
Inter corporate deposit 26,634.62 19,929.98
26,634.62 19,929.98
Amal Ltd Annual Report 2009-1042 /
SCh
edu
Le 5
fi
xed
ASS
etS
(` t
hous
ands
)
ASS
ET B
LOCK
GRO
SS B
LOCK
DEP
RECI
ATI
ON
NET
BLO
CK
As
at A
pril
01,
2009
Add
ition
s |
Adj
ustm
ent
Ded
uctio
n |
Adj
ustm
ent
As
at M
arch
31
, 201
0O
peni
ng
Dep
reci
atio
n as
on
Apr
il 01
, 20
09
Dep
reci
atio
n fo
r th
e ye
arD
educ
tion
Impa
irmen
t fu
nd a
s on
M
arch
31,
20
10
Tota
l D
epre
ciat
ion
& Im
pairm
ent
fund
upt
o M
arch
31,
20
10
As
at M
arch
31
, 201
0 A
t at
Mar
ch
31, 2
009
Land
Free
hold
580
.98
-
28.
18
552
.80
--
--
- 5
52.8
0 5
80.9
8
Leas
ehol
d 4
,297
.25
-
-
4,2
97.2
5 1,
136.
84 4
5.80
-
-
1,1
82.6
4 3
,114
.61
3,1
60.4
1
Build
ings
67,
852.
61
-
-
67,
852.
61
25,3
56.3
8 3
3.32
-
40,
816.
15
66,
205.
85
1,6
46.7
6 1
,680
.08
Plan
t &
Mac
hine
ry 5
22,0
38.3
8 -
-
5
22,0
38.3
8 30
9,85
1.55
12,
885.
32
- 1
60,6
45.5
8 4
83,3
82.4
5 3
8,65
5.93
5
1,54
1.25
Off
ice
equi
pmen
ts 1
,688
.16
-
-
1,6
88.1
6 1,
322.
1381
.60
- -
1
,322
.13
284.
43 3
66.0
3
Com
pute
r 1
,624
.30
-
-
1,6
24.3
0 1,
524.
19 1
5.63
-
-
1,5
39.8
2 8
4.48
1
00.1
1
Furn
iture
& f
ixtu
res
2,4
35.5
7 -
-
2
,435
.57
2,34
9.83
-
- -
2
,431
.43
85.7
4 8
5.74
Vehi
cles
36.
41
-
-
36.
41
32.3
4 3
.44
- -
3
5.78
0
.63
4.0
7
tota
l as
on
M
arch
31,
201
0 6
00,5
53.6
6 -
2
8.18
60
0,52
5.48
34
1,57
3.26
13,
065.
11
-20
1,46
1.73
5
56,1
00.1
0 4
4,42
5.38
5
7,51
8.67
Capi
tal w
ork-
in-p
rogr
es6,
496.
79
50,
922.
17
57,
518.
67
Tota
l as
on
Mar
ch 3
1, 2
009
6
00,5
53.6
6 -
-
60
0,55
3.66
32
8,33
3.18
13,
240.
08
- 2
01,4
61.7
3 5
43,0
34.9
9 57
,518
.67
no
tes:
1 Im
pairm
ent
fund
as
on M
arch
31,
200
5 `
201,
461.
73 (i
n th
ousa
nds)
2 Th
e G
ross
Blo
ck in
clud
es a
mou
nts
adde
d on
re
valu
atio
n of
leas
ehol
d la
nd,
build
ing
and
plan
t &
mac
hine
ry a
t A
nkle
shw
ar,
on A
pril
01,
1985
by
exte
rnal
val
uers
on
the
Repl
acem
ent
Valu
e M
etho
d. R
eval
ued
amou
nts
subs
titut
ed f
or h
isto
rical
cos
t ar
e as
und
er:
Sche
dule
s for
min
g pa
rt o
f Bal
ance
She
et a
s at
Mar
ch 3
1, 2
010
Schedules forming part of Balance Sheet as at March 31, 2010
(` t
hous
ands
) A
sset
sCu
rren
t ye
ar P
revi
ous
year
Le
aseh
old
Land
3,55
3.37
3,55
3.37
Build
ings
6,48
2.27
6,48
2.27
Plan
t &
Mac
hine
ry23
,129
.25
23,1
29.2
533
,164
.89
33,1
64.8
9
43
Dire
ctor
s’ R
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Fina
ncia
l Sta
tem
ents
D
irect
ors’
Rep
ort
Man
agem
ent
Dis
cuss
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and
Ana
lysi
sRe
port
on
Corp
orat
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over
nanc
eN
otic
e
Purp
ose
and
Valu
esO
verv
iew
by
the
Chai
rman
Lett
er f
rom
the
Man
agin
g D
irect
or
Schedules forming part of Balance Sheet as at March 31, 2010
(` thousands)
SCheduLe 6 inVeStMentS At CoSt As at March 31, 2010 As at March 31, 2009
Long Term InvestmentsOther than Trade InvestmentsUnquoted:
100000 Fully paid equity shares of ` 10/- each inGujarat Synthwood Ltd 1,000.00 1,000.00 Less: Provision for diminution in value (1,000.00) (1,000.00)
- - 880 Fully paid equity shares of ` 10/- each in
Aakar Performance Plastics Ltd 8.80 8.80 Less: Provision for diminution in value (8.80) (8.80)
40000 Fully paid equity shares of ` 10/- each in - - Valmiki Poly Products Ltd 400.00 400.00 Less: Provision for diminution in value (400.00) (400.00)
21000 Fully paid equity shares of ` 10/- each in - - Bharuch Enviro Infrastructure Ltd 210.00 210.00 See note (a) below
4000 Fully paid equity shares of ` 25/- each inZoroastrian Co. Operative Bank Ltd 100.00 100.00 Less: Provision for diminution in value (100.00) (100.00)
369715 Equity shares of ` 10/- each, ` 2/- paid up in - - Bharuch Eco Aqua. Infrastructure LtdSee note (b) below
210.00 210.00
(` thousands)SCheduLe 7 CuRRent ASSetS, LoAnS And AdVAnCeS As at March 31, 2010 As at March 31, 2009
(a) Inventories at cost or Net Realisable Value whichever is lower1. Stores, spares etc 1,530.00 8,826.21
Less: Written off - 7,296.21 1,530.00 1,530.00
2. Stock in trade Raw materials 1,962.62 - Stock-in-process 1,088.10 - Finished goods 2,466.53 -
5,517.25 - 3. Goods in transit, cost to date 6,010.25 -
13,057.50 1,530.00
notes: Cost Market value
(a) Aggregate of unquoted investments Current year 210.00 - Previous year 210.00 -
(b) Cost of shares of Bharuch Eco Aqua Infrastructure Ltd added as a part of deferred revenue expenditure and charged off as per accounting policy
Amal Ltd Annual Report 2009-1044 /
(` thousands)
SCheduLe 7 CuRRent ASSetS, LoAnS And
AdVAnCeS (contd)
As at March 31, 2010 As at March 31, 2009
(b) Sundry debtors (unsecured)
(1) Outstanding for more than six months 1,515.15 977.96
(2) Others 1,236.35 -
2,751.50 977.96
Less: Provision for doubtful debts 977.96 977.96
1,773.54 -
notes:
Considered good 1,773.54 -
Considered doubtful 977.96 977.96
2,751.50 977.96
(c) Cash and bank balances
Cash on hand 35.95 23.89
Cheques on hand 9.04 -
Bank balances with scheduled banks
(i) In Current accounts 2,463.36 1,061.68
(ii) In Fixed deposit - 1.50
2,463.36 1,063.18
2,508.35 1,087.07
(d) Loans and Advances (Unsecured)
Loans to limited companies - -
Less: Provision - -
- -
Advances recoverable in cash or in kind or for value
to be received 16,360.25 10,091.30
Less: Provision 1,722.01 1,722.01
14,638.24 8,369.29
Balance with Central Excise Collectorate and Customs 3,239.72 4,095.72
Advance payment of income tax 238.97 136.12
18,116.93 12,601.13
notes:
Considered good 18,116.93 12,601.13
Considered doubtful 1,722.01 1,722.01
19,838.94 14,323.14
Schedules forming part of Balance Sheet as at March 31, 2010
45
Dire
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irect
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Rep
ort
Man
agem
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Dis
cuss
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and
Ana
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sRe
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on
Corp
orat
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over
nanc
eN
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Purp
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and
Valu
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verv
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by
the
Chai
rman
Lett
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rom
the
Man
agin
g D
irect
or
Schedules forming part of Balance Sheet as at March 31, 2010
(` thousands)
SCheduLe 8 CuRRent LiABiLitieS And PRoViSionS As at March 31, 2010 As at March 31, 2009
(a) Liabilities
Sundry creditors
Micro, Small and Medium Enterprise (Refer note no 11 of Notes to Accounts) (Refer #)
Trade creditors for goods (Refer note no13 of Notes to Accounts) 35,520.64 69,603.29
Others 15,080.56 11,445.05
50,601.20 81,048.34
Amounts to be transferred to Investor Education & Protection Fund (Refer ##)
Unclaimed matured fixed deposits 19.00 19.00
Unclaimed right refund 29.86 29.86
48.86 48.86
Interest accrued but not due on loans 231.18 231.18
50,881.24 81,328.38
(b) Provisions
For taxation 15.00 15.00
For leave encashment 56.94 68.98
71.94 83.98
50,953.18 81,412.36
notes:
# There are no new Micro, Small and Medium Enterprises (MSME) out of the transactions in 2009 -10. The old creditors including Small Scale Industries | MSME are subject to BIFR jurisdiction and have not been considered above.
## Unclaimed matured fixed deposits of ̀19.00 (in thousands) (previous year ̀19.00 (in thousands)) and unclaimed right refund of ` 29.86 (in thousands) (previous year ` 29.86 (in thousands)) are pending for transfer to the Investors Education and Protection Fund as required.
Amal Ltd Annual Report 2009-1046 /
Schedules forming part of Profit and Loss Account for the year ended March 31, 2010
(` thousands)
SCheduLe 9 otheR inCoMe 2009-10 2008-09
Dividend on long term investments (others) 21.00 42.00
Processing charges [(tax deducted at source
` 6.75 (in thousands), Previous year ` 45.60 (in thousands)] 147.23 1,712.78
Excess provision of earlier years written back - 590.03
Surplus on sale of land [(tax deducted at source ` 96.09 (in thousands), Previous year ` (Nil)] 904.77 -
Interest from others 3.29 61.48
Miscellaneous credit balances written back 0.04 19.27
Miscellaneous income 1,454.56 613.18
2,530.89 3,038.74
(` thousands)
SCheduLe 10 StoCK And MAteRiAL ConSuMed 2009-10 2008-09
Raw material consumed
Opening stock: - -
Add: Purchase 32,520.31 -
Closing stock: 1,962.62 -
30,557.69 -
Purchase of finished goods -
Increase | decrease in stocks:
Opening stock:
Finished goods - -
Stocks-in-process - -
- -
Closing stock:
Finished goods 2,466.53 -
Stocks-in-process 1,088.10 -
3,554.63 -
(3,554.63)
27,003.06 -
47
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irect
ors’
Rep
ort
Man
agem
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cuss
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and
Ana
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sRe
port
on
Corp
orat
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over
nanc
eN
otic
e
Purp
ose
and
Valu
esO
verv
iew
by
the
Chai
rman
Lett
er f
rom
the
Man
agin
g D
irect
or
(` thousands)
SCheduLe 11 MAnufACtuRinG And otheR exPenSeS 2009-10 2008-09
(a) Manufacturing expenses
Power, fuel and water 8,407.85 -
Plant operation charges 2,284.80 -
Machinery repairs 2,501.74 -
Material handling charges 352.23 -
Non-moving inventories, bad debts & advances written off - 5,476.82
Less: Provision already made in earlier years - 5,476.82
13,546.62 -
(b) Other expenses
Legal & professional charges 663.28 470.33
Lease rentals 144.00 144.00
Labour charges 1,044.94 318.09
Rates and taxes 639.00 23.05
Insurance (net) 89.34 2.50
Freight and forwarding 11.76 1.78
Discount on sales 616.36 -
ETP charges 270.55 -
Commission on sales 233.84 -
Travelling and conveyance 271.52 142.64
Printing and stationery 130.87 111.22
Postage, telephone and telex 161.29 117.20
Service charges 1,909.48 -
Directors’ fees - 1.00
Miscellaneous expenses (including advertisement, bank charges etc.) 1,030.17 1,412.11
7,216.40 2,743.92
20,763.02 2,743.92
Schedules forming part of Profit and Loss Account for the year ended March 31, 2010
(` thousands)
SCheduLe 12 eMPLoYeeS’ eMoLuMentS 2009-10 2008-09
Salaries, wages and bonus 734.37 425.76
Contribution to provident and other funds 68.72 40.41
Staff welfare expenses 85.97 85.21
889.06 551.38
(` thousands)
SCheduLe 13 inteReSt And finAnCe ChARGeS 2009-10 2008-09
On fixed loans and deposits - -
Others 44.48 5.65
44.48 5.65
44.48 5.65
Amal Ltd Annual Report 2009-1048 /
(` thousands)
SCheduLe 14 noteS foRMinG PARt of the ACCountS 2009-10 2008-09
1 Contingent liability in respect of
(a) Sales Tax matter of 1999-00 under appeal 1,039.26 1,039.26
(b) Sales Tax matter of 2001-02 under appeal 1,649.66 1,649.66
(c) Sales Tax matter of 2002-03 under appeal 2,444.16 2,444.16
(d) Sales Tax matter of 2003-04 under appeal 998.32 998.32
2 Payment to Auditors
Statutory Auditors
(i) As Auditors 50.00 20.00
(ii) In other capacity
For tax audit 10.00 -
For certificates - -
(iii) For expenses - -
60.00 20.00
3 Managerial remuneration Nil Nil
4 Details of raw materials consumption and goods traded in
Current Year
MT (` thousands)
(a) Raw materials consumption:
Naphthalene - -
Caustic Soda flakes - -
J Acid - -
Soda Ash - -
Sulfur 5069.872 30,322.54
-
Others 235.15
total 30,557.69
Current Year
(` thousands) %
(b) Imported and indigenous raw materials consumption
Imported - -
Indigenous 30,557.69 100%
total 30,557.69 100%
note: There was no production in 2008-09; hence there was no consumption of any raw materials in the previous year.
(c) Goods traded in purchases - -
Schedules forming part of the accounts
49
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and
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orat
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nanc
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Valu
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verv
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by
the
Chai
rman
Lett
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the
Man
agin
g D
irect
or
(` thousands)
SCheduLe 14 noteS foRMinG PARt of the ACCountS (contd)
5. Licensed and installed capacity and production
Sr. No
Particulars Current year
Quantity (In MT)
Previous year
Quantity (In MT)
Ankleshwar Atul Ankleshwar Atul
(a) Dye intermediates
Licensed capacity (1) 2,250 2,500 2,250 2,500
Installed capacity (2) 1,000 3,500 1,000 3,500
Production - - - -
(b) Sulfuric Acid
Licensed capacity (1) 33,000 - 33,000 -
Installed capacity (2) 39,600 - 33,000 -
Production 15,519 - - -
(c) Iron Oxide
Licensed capacity (1) 1,200 - 1,200 -
Installed capacity (2) 1,200 - 1,200 -
Production - - - -
noteS:
1. As per DGTD registration 1,250 MT (Previous year 1,250 MT) and as per registration with Department of Industrial Development, Government of India 1,000 MT (Previous year 1000 MT).
2. As certified by the Chief Operating Officer
6. Turnover and stocks (` thousands)
Sr. No Particulars Current year Previous yearMT (` thousands) MT (` thousands)
(A) Goods manufactured (a) Dye intermediates
Sales - - - -Opening stock - - - -Closing stock - - - -
(b) Sulfuric Acid (Equivalent production)Sales 15,130 54,225.09 - -Opening stock - - - -Closing stock 389 2466.53 - -
(B) Goods traded inChemicals related to dye intermediate and bulk chemicals activity
- - - -
Dyes opening stock - - - -Dyes closing stock - - - -
Schedules forming part of the accounts
Amal Ltd Annual Report 2009-1050 /
Schedules forming part of the accounts
The major components of deferred tax balances are set out below: (` thousands)
Particulars Current year Previous yearA deferred tax liabilities:
Depreciation on fixed assets excess of net block over written down value as per the provisions of the Income-tax Act, 1961
(1435.89) 341.84
B deferred tax assets:Excise duty on closing stock (84.02) -Provision for doubtful debts and advances -Provision for leave encashment (18.91) (21.31)
(102.93) (21.31)Net deferred tax liability | (assets) (1538.82) 320.53
8. Related party information
(a) name of related party and nature of relationship:
Name of the related party Description of relationship
1. Atul Ltd Associated Company
2. Atul Europe Ltd Associated Company
3. Ameer Trading Corporation Ltd Associated Company
4. Mr S S Lalbhai Key management personnel
5. Mr V Koppaka Key management personnel
6. Mr T R Gopi Kannan Key management personnel
SCheduLe 14 noteS foRMinG PARt of the ACCountS (contd)
7. The tax effects of significant timing differences are reflected through deferred tax liability (net), which is
included in the balance sheet.
51
Dire
ctor
s’ R
epor
t
Fina
ncia
l Sta
tem
ents
D
irect
ors’
Rep
ort
Man
agem
ent
Dis
cuss
ion
and
Ana
lysi
sRe
port
on
Corp
orat
e G
over
nanc
eN
otic
e
Purp
ose
and
Valu
esO
verv
iew
by
the
Chai
rman
Lett
er f
rom
the
Man
agin
g D
irect
or
SCheduLe 14 noteS foRMinG PARt of the ACCountS (contd)
(b) Transactions during the year with related parties (` thousands)
2009-10
Associate Company
Sr.
No.
Nature of transaction Atul Ltd Atul Europe Ltd
Ameer Trading
Corporation Ltd
Total
(A) Advance against share capital
Balance as on March 31, 2010 - - 24,000.00 24,000.00
- - (24,000.00) (24,000.00)
(B) Loans taken
Balance as on April 1, 2009 19,929.99 - - 19,929.99
(16,773.39) - - (16,773.39)
Taken during the year 6,704.64 - - 6,704.64
Repaid during the year - - - -
Balance as on March 31, 2010 26,634.62 - - 26,634.62
(19,929.99) - - (19,929.99)
(C) Sundry debtors
Balance as on March 31, 2010 1,080.82 - - 1,080.82
(10,657.54) - - (10,657.54)
(d) Sundry creditors
Balance as on March 31, 2010 10,796.47 129.59 297.62 11,223.68
(41,242.15) (129.59) (982.07) (42,353.81)
Advance received against future sales - - - -
(1,318.06) - - (1,318.06)
(e) income
Sales 19,205.18 - - 19,205.18
(-) (-) (-) (-)
Processing charges 147.23 - - 147.23
(1,712.78) - - (1,712.78)
Sale of stores - - - -
(393.75) - - (393.75)
(f) expenditure
Lease rent 149.43 - - 149.43
(119.53) - - (119.53)
(G) Secured loans 212,889.39 - - 212,889.39
(272,045.39) - - (272,045.39)
note : Figures in bracket indicate previous year figures.
Amal Ltd Annual Report 2009-1052 /
SCh
edu
Le 1
4 n
ote
S fo
RM
inG
PA
Rt
of
the
AC
Co
un
tS (
con
td)
9. S
egm
ent
info
rmat
ion
(i) I
nfor
mat
ion
abou
t pr
imar
y bu
sine
ss s
egm
ents
(` t
hous
ands
)
Par
ticul
ars
For
the
yea
r en
ded
Mar
ch 3
1, 2
010
For
the
yea
r en
ded
Mar
ch 3
1, 2
009
Dye
in
term
edia
tes
Bul
k ch
emic
als
(Sul
furic
Aci
d)
Una
lloca
ted
Tot
al
Dye
in
term
edia
tes
Bul
k ch
emic
als
(Sul
furic
Aci
d)
Una
lloca
ted
Tot
al
Rev
enu
e
Exte
rnal
-
54,
225.
09
2,5
27.6
0 5
6,75
2.69
-
1
,712
.78
1,2
64.4
8 2
,977
.26
Inte
r-se
gmen
t -
-
-
-
-
-
-
-
Gro
ss r
even
ue -
5
4,22
5.09
2
,527
.60
56,
752.
69
-
1,7
12.7
8 1
,264
.48
2,9
77.2
6
Less
: Exc
ise
duty
rec
over
ed -
4
,277
.76
-
4,2
77.7
6 -
-
-
-
Net
rev
enue
-
49,
947.
33
2,5
27.6
0 5
2,47
4.93
-
1
,712
.78
1,2
64.4
8 2
,977
.26
Add
: Ex
trao
rdin
ary
item
- In
tere
st w
aive
r -
-
-
-
-
-
-
-
Tota
l rev
enue
-
49,
947.
33
2,5
27.6
0 5
2,47
4.93
-
1
,712
.78
1,2
64.4
8 2
,977
.26
Res
ult
Segm
ent
resu
lt (1
7,33
1.18
) 5
,596
.46
-
(11,
734.
72)
(22,
759.
70)
679
.09
-
(22,
080.
61)
Una
lloca
ted
expe
nditu
re n
et o
f un
allo
cate
d in
com
e -
-
-
-
-
-
-
Inte
rest
exp
ense
s -
-
(4
4.48
) (4
4.48
) -
-
(5
.65)
(5.6
5)
Inte
rest
inco
me
-
-
3.2
9 3
.29
-
-
61.
48
61.
48
Div
iden
d an
d ot
her
Inco
mes
-
-
2,5
27.6
0 2
,527
.60
-
-
1,2
64.4
8 1
,264
.48
Pro
fit
| (L
oss
) B
efo
re t
ax a
nd
ext
rao
rdin
ary
item
s (1
7,33
1.18
) 5
,596
.46
2,4
86.4
1 (9
,248
.31)
(22,
759.
70)
679
.09
1,3
20.3
1 (2
0,76
0.30
)
Less
: Ext
raor
dina
ry it
em -
wai
ver
from
uns
ecur
ed c
redi
tors
-
-
4
6,70
1.64
4
6,70
1.64
-
-
2
1,85
7.13
2
1,85
7.13
Pro
fit
| (L
oss
) ta
xati
on
(17,
331.
18)
5,5
96.4
6 4
9,18
8.05
3
7,45
3.33
(2
2,75
9.70
) 6
79.0
9 2
3,17
7.44
1
,096
.83
Prov
isio
n fo
r ta
xatio
n -
-
(1
8.96
) (1
8.96
) -
-
(1
8.22
) (1
8.22
)
Def
erre
d ta
x -
-
3
20.5
3 3
20.5
3 -
-
(3
20.5
3) (3
20.5
3)
Pro
fit
| (L
oss
) A
fter
tax
(17,
331.
18)
5,5
96.4
6 4
9,48
9.62
3
7,75
4.90
(2
2,75
9.70
) 6
79.0
9 2
2,83
8.69
7
58.0
8
oth
er in
form
atio
n
Segm
ent
asse
ts 6
3,62
9.66
3
,101
.09
19,
857.
74
86,
588.
49
55,
891.
44
4,1
34.7
8 1
2,92
0.66
7
2,94
6.88
Segm
ent
liabi
litie
s 1
4,79
9.44
1
6,37
4.11
2
59,3
03.6
4 2
90,4
77.1
9 2
4,42
8.67
3
,381
.00
345
,898
.59
373
,708
.26
Capi
tal e
xpen
ditu
re -
-
-
-
-
-
-
-
Dep
reci
atio
n 1
1,99
3.22
1
,033
.69
-
13,
026.
91
12,
168.
19
1,0
33.6
9 -
1
3,20
1.88
no
n-c
ash
exp
ense
s o
ther
th
an
dep
reci
atio
n
Prov
isio
n fo
r do
ubtf
ul d
ebts
| lo
ans
& a
dvan
ces
| in
vest
men
ts -
-
-
-
-
-
-
-
Prov
isio
n fo
r sl
ow m
ovin
g in
vent
ory
-
-
-
-
-
-
-
-
Schedules forming part of the accounts
53
Dire
ctor
s’ R
epor
t
Fina
ncia
l Sta
tem
ents
D
irect
ors’
Rep
ort
Man
agem
ent
Dis
cuss
ion
and
Ana
lysi
sRe
port
on
Corp
orat
e G
over
nanc
eN
otic
e
Purp
ose
and
Valu
esO
verv
iew
by
the
Chai
rman
Lett
er f
rom
the
Man
agin
g D
irect
or
10. Earning Per Share
S r . No
Particulars Current Year Previous year
i. Profit | (Loss) After Tax as per Profit and Loss Account (` thousands) 37,754.90 758.08
ii. Weighted average number of equity shares outstanding (Nos.) 70,25,000 70,25,000
iii. Basic Earning Per Share (`) 5.37 0.11
Schedules forming part of the accounts
(ii) Information about secondary business segments
(` thousands)
Particular For the year ended March 31, 2010 For the year ended March 31, 2009
India Outside India
Total India Outside India
Total
Revenue by geographical market
External 56,752.70 - 56,752.70 2,977.26 - 2,977.26
Total 56,752.70 - 56,752.70 2,977.26 - 2,977.26
Carrying amount of segment assets 86,588.49 - 86,588.49 72,946.88 - 72,946.88
Additions to fixed assets - - - - - -
(iii) notes:
(a) The Company is organised into Chemicals business comprising Dye intermediates and Bulk chemicals (Sulfuric Acid). During the
year the Company had not traded or manufactured Dye intermediates. Activities in chemicals related to these segments and
the revenue earned are as under:
For the year ended March 31, 2010 For the year ended March 31, 2009
Dye intermediates Bulk chemicals (Sulfuric Acid)
Dye intermediates Bulk chemicals (Sulfuric Acid)
Sales NIL 49,947.33 NIL NIL
Gross profit NIL 5,596.46 NIL NIL
(b) The segment revenue in each of the above domestic business segments primarily includes sales, processing charges and rental income in the respective segments.
(c) The segment revenue on the geographical segments considered for disclosure are as follows:
(1) Revenue within India includes sales to customers located within India and earnings in India.
(2) Revenue outside India includes sales to customers located outside India and earnings outside India.
(d) Accounting policies adopted for the segment reporting are in concurrence with the accounting policies of the Company.
Segment revenue, results, assets and liabilities include the respective amounts identifiable to each of the segments and
amounts allocated on a reasonable basis.
SCheduLe 14 noteS foRMinG PARt of the ACCountS (contd)
Amal Ltd Annual Report 2009-1054 /
11. Sundry creditors include ` Nil due to Micro, Small, and Medium Enterprise. Following is the information required to be furnished as per Section 22 of the Micro, Small and Medium Enterprise Development Act, 2006.
(` thousands)
No Particulars As at March 31, 2010
As at March 31, 2009
(a) The principal amount and the interest due thereon remaining unpaid to any supplier at the end of each accounting year:
Principal - -Interest - -
(b) The amount of interest paid by the buyer in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006, along with the amounts of the payment made to the suppliers beyond the appointed day during each accounting year;
- -
(c) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but with out adding the interest specified under the Micro, Small and Medium Enterprise Development Act, 2006;
- -
(d) The amount of interest accrued and remaining unpaid at the end of accounting year; and
- -
(e) The amount of further interest remaining due and payable even in the succeeding year, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under Section 23 of the Micro, Small and Medium Enterprise Development Act, 2006.
- -
12. Going Concern
The Company has at March 31, 2010, accumulated losses of ̀ 388,425.35 (thousands) resulting in a negative net worth of ` 203,888.70 (thousands). During the year the current liabilities exceed current assets by ` 15,496.86 (thousands). The Company has restarted its manufacturing operations at Ankleshwar site and as such, it is considered as a going concern. In view of the complete erosion of the net worth, a reference was made to the Board for Industrial and Financial Reconstruction (BIFR) which was registered by BIFR in September 2005 and the Company was declared sick by BIFR on July 20, 2006. However, all potential losses and expenses have been booked during the year.
13. The Company has recasted the creditors as per the guidelines of BIFR, vide its sanctioned scheme 2009 (SS’09) dated July 17, 2009 by writing back 70% of the unsecured creditors pertaining prior to the cut off date March 31, 2009, amounting to ` 46,701.64 (in thousands). The said amount has been transferred to the Profit and Loss Account.
14. Suppliers and customers balances are subject to confirmation.
15. Manufacturing plants of Ankleshwar and Atul units were not operational with effect from February 2004, except Sulfuric Acid | Oleum plant at Ankleshwar, for which your Company had undertaken job work activity. The capacity of the plant was enhanced from 100 tons per day (tpd) to 120 tpd. The Company undertook job work activity from July 2009 till August 2009. Now, your Company has started manufacturing and sales activities for Sulfuric Acid | Oleum plant effective from September, 2009.
16. In view of introduction of Accounting Standard 28 on Impairment of Assets (AS 28) by the Institute of Chartered Accountants of India, the Company had reviewed the recoverable value of all its assets at its Bulk Chemical and Dye Intermediate divisions as on April 01, 2004 and March 31, 2005. Due to non remunerative prices for the products of its two divisions and the increasing costs of operations the viability of the businesses was affected and accordingly the Company had recognized an impairment loss for the assets of the two divisions in the year 2004-05.
17. Significant Accounting Policies
(i) Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention on accrual basis of accounting
Schedules forming part of the accounts
SCheduLe 14 noteS foRMinG PARt of the ACCountS (contd)
55
Dire
ctor
s’ R
epor
t
Fina
ncia
l Sta
tem
ents
D
irect
ors’
Rep
ort
Man
agem
ent
Dis
cuss
ion
and
Ana
lysi
sRe
port
on
Corp
orat
e G
over
nanc
eN
otic
e
Purp
ose
and
Valu
esO
verv
iew
by
the
Chai
rman
Lett
er f
rom
the
Man
agin
g D
irect
or
in accordance with the generally accepted accounting principles in India and the provisions of The Companies Act, 1956.
(ii) Use of Estimates
The preparation of the financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting year. Difference between the actual result and estimates are recognised in the year in which the results are known | materialised.
(iii) Fixed Assets
Fixed Assets are stated at historical cost or amount substituted for cost on revaluation conducted by independent surveyor in 1985-86. Cost includes cost of acquisition or construction and incidental expenditure upto commencement of commercial production.
(iv) Leased Assets
Operating lease rentals are amortised with reference to lease terms and other considerations.
(v) Depreciation
(a) Depreciation on Fixed Assets is provided on Straight Line method, in accordance with provision of Section 205 (2B) of The Companies Act, 1956. The assets have been shown at the net value after deducting the amortization, impairment and depreciation funds.
The difference between depreciation on revalued amount and that calculated on original cost of assets revalued is transferred from revaluation reserve to profit and loss account.
(b) Depreciation on assets acquired | purchased during the year has been provided on pro rata basis according to the period each asset was put to use during the year.
(c) Depreciation on assets after recognizing impairment loss:Depreciation is adjusted in subsequent periods to allocate the assets revised carrying amount after the recognition of an impairment loss on a systematic basis over its remaining useful life.
(d) Cost of leasehold land is amortised over the period of the lease.
(vi) Borrowing Cost
Borrowing costs with respect to acquisition | construction of assets are capitalized as part of cost of such assets up to the date of commercial production of the asset. Other borrowing costs are charged as expense in the year in which these are incurred.
(vii) Investments
Short term investments are carried at the lower of cost and quoted | fair value, computed category wise. Long term investments are stated at cost. Provision for diminution in the value of long term investments is made only if such a decline is other than temporary in the opinion of the management.
(viii) Inventories
Inventories are valued at Cost or Net Realisable Value (NRV) whichever is lower. Cost is determined on First In First Out (FIFO) method. The cost of finished goods and work in progress comprises raw material, direct material, other direct cost and production overheads absorbed on the products, if the cost is lower than the NRV, else NRV has been considered. Excise duty in respect of closing inventory of finished goods is included as part of inventory. Materials in transit have been valued at cost or NRV, whichever is lower.
(ix) Employee Benefit
Contribution and benefit plans:
Contribution made by the Company to the Provident Fund; Employee State Insurance Corporation; Employees Deposit Link Insurance; are the benefits with employees’ contributions and the same has been recognized in the profit and loss account. The benefit plans like Group Personal Accident; Gratuity Fund have also been
Schedules forming part of the accounts
SCheduLe 14 noteS foRMinG PARt of the ACCountS (contd)
Amal Ltd Annual Report 2009-1056 /
recognized. Provision for payments to the Employees Gratuity Fund after taking into account the funds available with the Trustees of the Gratuity Fund is based on actuarial valuation done at the close of each financial year. At the reporting date liabilities of the Company towards gratuity is determined by independent actuarial valuation using the projected unit credit method which considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up final obligation. Past services are recognised on a straight line basis over the average period until the amended benefits become vested.
Other defined benefits:
Provision for other defined benefits for long term leave encashment is made based on an independent actuarial valuation on projected unit credit method at the end of each financial year. Actuarial gain and losses are recognised immediately in the statement of Profit and Loss Account as income or expenses. Company recognises the undiscounted amount of short term employee benefits during the accounting period based on service rendered by employees.
(x) Foreign Currency Transactions
Transactions in foreign currency are recorded at the original rates of exchange in force at the time when the transactions were effected. Any income or expense on account of exchange difference on settlement is recognised in the Profit and Loss Account except in cases where they relate to the acquisition of fixed assets in which case they are adjusted to the carrying cost of such assets. Current assets | liabilities are reported using the closing rate and the resultant exchange differences are recognised as income or expenses.
(xi) Revenue Recognition
Revenue is recognized when it is earned and no uncertainty exists as to its ultimate realization or collection. Revenue is recognised on delivery of products and is recorded inclusive of excise duty but are net of trade discounts and sales tax. Revenue in respect of insurance | other claims, interest etc. is recognised only when it is reasonably certain that the ultimate collection will be made. Dividend income is recognized in the year in which the right to receive is established.
(xii) Taxes on Income
Current tax is determined as the amount of tax payable in respect of taxable income for the year based on the provisions of the Income Tax Act, 1961.
MAT credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax within the specified period.
Deferred tax for the year is recognized on timing difference; being the difference between the taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.
Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. Deferred tax assets are recognized and carried forward only if there is reasonable | virtual certainity of its realization.
(xiii) Impairment of Assets
An asset is impaired when the carrying amount of the asset exceeds its recoverable amount. An impairment loss is charged to the Profit and Loss Account in the year in which an asset is identified as impaired. An impairment loss recognized in prior accounting periods is reversed if there has been a change in the estimate of the recoverable amount. Depreciation on assets after recognizing impairment loss is adjusted in subsequent periods to allocate the assets revised carrying amount after the recognition of an impairment loss on a systematic basis over its remaining useful life.
(xiv) Cash Flow Statement
The Cash Flow statement is prepared by the indirect method set out in Accounting Standard 3 on Cash Flow statements and presents cash flows by operating, investing and financing activities of the Company.
(xv) Comparatives
Comparative financial information is presented in accordance with the ‘Corresponding Figure’ financial reporting
Schedules forming part of the accounts
SCheduLe 14 noteS foRMinG PARt of the ACCountS (contd)
57
Dire
ctor
s’ R
epor
t
Fina
ncia
l Sta
tem
ents
D
irect
ors’
Rep
ort
Man
agem
ent
Dis
cuss
ion
and
Ana
lysi
sRe
port
on
Corp
orat
e G
over
nanc
eN
otic
e
Purp
ose
and
Valu
esO
verv
iew
by
the
Chai
rman
Lett
er f
rom
the
Man
agin
g D
irect
or
framework set out in Auditing and Assurance Standard 25 on Comparatives. Accordingly, amounts and other disclosures for the preceding year are included as an integral part of the current year’s financial statements, and are to be read in relation to the amounts and other disclosures relating to the current year. Figures of the previous year are regrouped and reclassified wherever necessary to correspond the figures of the current financial year.
(xvi) Earnings Per Share
The Company reports basic and diluted Earnings Per Share in accordance with Accounting Standard 20 on ‘Earnings Per Share’. Basic earning per share is computed by dividing the net profit or loss for the period by the weighted average number of equity shares outstanding during the period. Diluted Earnings Per Share is computed by dividing the net profit or loss for the period by the weighted average number of equity shares outstanding during the period as adjusted for the effects of all diluted potential equity shares except where the results are anti-dilutive.
(xvii) Research and Development Expenditure :
Research and Development expenditure is charged to revenue under the natural heads of account in the year in which it is incurred. However, Research and Development expenditure on fixed assets is treated in the same way as expenditure on other fixed assets.
(xviii) Provisions, ContingentLiabilities and Contingent Assets
The Company recognises provisions only when it has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and when a reliable estimate of the amount of the obligation can be made.
No provision is recognised for –
a) Any possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company; or
b) Any present obligation that arises from past events but is not recognised because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or a reliable estimate of the amount of obligation cannot be made.
Such obligations are recorded as contingent liabilities. These are assessed continually and only that part of the obligation for which an outflow of resources embodying economic benefits is probable, is provided for, except in the extremely rare circumstances where no reliable estimate can be made.
Contingent assets are not recognized in the financial statements since this may result in the recognition of income that may never be realized.
15. Previous Year’s figures have been regrouped and recasted wherever necessary.
Schedules forming part of the accounts
As per our attached report of even date For and on behalf of the Board of DirectorsFor & on behalf ofV R Parekh & Co Vasudev Koppaka S S Lalbhai Rana VishnoiChartered Accountants Director and Chief t R Gopi Kannan ChairmanFirm Registration No 114058W Operating officer G R Parekh M S dutta
V R Parekh Directors
ProprietorMembership No. 7474
Valsad ValsadMay 25, 2010 May 25, 2010
SCheduLe 14 noteS foRMinG PARt of the ACCountS (contd)
Notes
Amal LtdRegistered Office: 310B Veer Savarkar Marg, Dadar (West), Mumbai 400028, Maharashtra, India
AttendAnCe SLiP36th Annual General MeetingSeptember 24, 2010
DP ID Folio | Client ID No
Full name of the Shareholder | Proxy attending the meeting
…......................................................................................................................................................................................... (First Name) (Middle Name) (Surname)FIRST HOLDER | JOINT HOLDER | PROXY(Strike out whichever is not applicable)Full name of the First holder (If Joint holder | Proxy attending)
…......................................................................................................................................................................................... (First Name) (Middle Name) (Surname)
Signature of the Shareholder | Proxy
Amal LtdRegistered Office: 310B Veer Savarkar Marg, Dadar (West), Mumbai 400028, Maharashtra, India
PRoxY foRM
DP ID Folio | Client ID No
I | We.................................................................................................................of.........................................................................
…...................................................................................................................................................................................................
(Full Address)
in the State of.............................................................................................................being a member(s) of Amal Ltd,
hereby appoint...............................................................................................................................................................................
(Name in Block Letters)
of ...................................................................................................................................................................................or failing
(Full Address)
him | her.......................................................................................of..............................................................................................
(Name in Block Letters) (Full Address)
as my | our proxy to vote for me | us on my | our behalf at the 36th Annual General Meeting of the Company to be held on
Friday, September 24, 2010, at 3.00 p.m. at Kilachand Conference Room, 2nd Floor, LNM - IMC Building, IMC Marg, Opp.
Churchgate Railway Station, Churchgate, Mumbai 400020, Maharashtra, India and at any adjournment thereof.
As WITNESS my | our hand | hands is | are affixed this................................day of..........................2010
(Date) (Month)Note: 1. The Proxy need not be a member of the company. 2. The Proxy Form duly signed across revenue stamp should reach Registered Office of the
Company at least 48 Hours before the time of the meeting.
Signature of the Member
Corporate Information
Directors
Mr S S Lalbhai (Additional director w.e.f. January 21, 2010
and Chairman w.e.f. May 25, 2010)
dr R Vishnoi (Chairman up to May 25, 2010)
Mr V Koppaka (Managing director w.e.f. July 22, 2010)
Mr M S dutta (up to July 22, 2010)
Mr G R parekh
Mr t R Gopi Kannan (Additional director w.e.f. January 21, 2010)
Mr n C Singhal (Additional director w.e.f. July 22, 2010)
Mr B M trivedi (Additional director w.e.f. July 22, 2010)
Compliance Officer
Mr S Kumar
Auditors
V R parekh & Co
Cost Auditors
Mr h R Kapadia
Registered Office
310B, Veer Savarkar Marg
Mumbai 400028
Maharashtra, India
Head Office
Atul 396020
Gujarat, India
email: amal@amal.co.in
Website: www.amal.co.in
Bankers
AXIS Bank
hdFC Bank
State Bank of India
Am
al Ltd A
nnual Report 2009-10
Amal Ltd310B Veer Savarkar Marg
Mumbai 400 028Maharashtra, India
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