We are pleased to present the Twenty Fourth Annual Report of ADITYA FORGE LIMITEDtogether with Audited Financial Statements and Auditor's Report for the financial yearended on 31st March 2017. The Financial Highlights of the year under revieware given below:
1. FINANCIAL RESULTS:
|Particulars ||2016-17 ||2015-16 |
|Total Income ||140255343 ||79080853 |
|Total Expenses ||140625776 ||84019458 |
|Gross Profit/(Loss) Before Depreciation ||(370433) ||(4938605) |
|(Less): Depreciation ||10324565 ||10907906 |
|Profit/(Loss)Before Taxation ||(10694998) ||(15846511) |
|(Less):Provision for Deferred Tax ||(2998921) ||(3071337) |
|(Less): Tax Adjustments for prior year || || |
|Net Profit/(Loss) After Tax ||(13693919) ||(18917848) |
| || || |
|Earnings Per Share || || |
|Basic ||(3.18) ||(4.39) |
|Diluted ||(3.18) ||(4^9) |
During the year under review your Company has recorded a higher turnover of Rs.
14.02 Crore as against Rs. 7.90 crore in the previous year. The Net Loss (after Tax andExtraordinary item) for the financial year ended 31st March 2017 is Rs. 1.07Crore as against Net Loss of Rs. 1.58 crore in the previous year.
In view of carried forward loses and current loses your director do not recommend anydividend for the financial year under review.
3. SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2016 was Rs. 43086000/-.
During the year under review the Company has not issued any shares or any convertibleinstruments.
4. MATERIAL CHANGES:
No material changes and commitments affecting the financial position of the
Company occurred between the ends of the financial year to which this financial.
statement relate on the date of this report. ^ORG^
5. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureI and is attached to this report.
6. RISK MANAGEMENT
The Company has framed a sound Risk Management Policy to identify and evaluate businessrisks and opportunities and the same has become integral part of Company's day to dayoperations. The key business risks identified by the Company are as follows viz. IndustryRisk Management and Operations Risk Market Risk Government Policy risk Liquidity riskand Systems risk. The Company has in place adequate mitigation plans for the aforesaidrisks.
7. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notapplicable to the Company for the financial year 2016-17.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the furnishing aboveinformation is not applicable.
9. RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness particulars of contracts entered during the year as per Form AOC-2 are enclosed.
Mr. Vishnubhai Patel who retire by rotation from the Directorship at the ensuing AnnualGeneral Meeting and being eligible offer themselves for reappointment.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe financial year 2016-17 the Board met 05 (Five) times on 23.04.2016 15.05.201630.07.16 22.10.16 13.01.2017 and Audit Committee Meetings were convened and held for 04(Four) times on 30-04-2016 15-05-2016 29-07-2016 12-11-2016 & 2801-2017. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.
12. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
13. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
14. ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexureand the same is attached to this Report.
15. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint venture or Associate Company.
The Company has neither accepted nor renewed any deposits during the year under review.
M/s. KJ Shah and Co Chartered Accountants Auditors of the Company retires at theConclusion of this Annual General Meeting and being eligible offer themselves forreappointment.
19. STATUTORY AUDITORS
The Company's Auditors M/s. KJ Shah and Co Chartered Accountants Vadodara who retiredat the ensuring Annual General Meeting of the Company is eligible for reappointment. Theyhave confirmed their eligibility under Section 141 of the Companies Act 2013 and theRules framed thereunder for reappointment as Auditors of the Company. As required underClause 49 of the Listing Agreement the auditors have also confirmed that they hold avalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.
18. OBSERVATION OF AUDITORS:
There is no qualifications reservations or adverse remarks made by the either by theAuditors or by the Practicing Company Secretary in their respective reports.
19. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
21. CORPORATE GOVERNANCE:
As per Clause 49 of the Listing Agreement with Stock Exchanges a separate section oncorporate governance practices followed by the Company together with a certificate fromthe Company's Auditors confirming compliance forms an integral part of this Report.
22. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is appended as Annexure to this Report.
23. PARTICULARS OF EMPLOYEES:
The Company did not have any employee who draw monthly remuneration more thanRs.850000/- and Yearly remuneration more than Rs. 12000000 as per Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
24. COST AUDIT:
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 dated 31/12/2014 prescribed by the CentralGovernment under section 148 (1)(d) of the Companies Act 2013 is not applicable to theCompany.
25. HUMAN RESOURCES:
During the period under review the personal and industrial relations with theemployees remained cordial in all respects. The management has always carried outsystematic appraisal of performance and imparted training at periodic intervals. TheCompany recognizes talent and has judiciously followed the principle of rewardingperformance.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
|For and on behalf of the[p^ ||ard of Directors |
|For ADITYAFC ||JRGE LIMITED |
\NitinParekh Managing Director
Annexure-I to the Board's Report 2016-17
Particulars under the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 for the year ended 31st March 2017 I. Conservation ofEnergy:
a) Energy conservation measures taken:
b) Additional Investments and proposals if any being implemented for reduction ofconsumption of energy:
c) Impact of the measures at (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of production of goods:
d) Total energy consumption and energy consumption per unit of production as per Form Aof the Annexure in respect of Industries specified in the schedule thereto:
ANNEXURE FORM A- Form for disclosure of particulars with respect of conservation ofenergy
|(A) Power and Fuel Consumption: ||2016-17 ||2015-16 |
|1. Electricity: || || |
|> Purchased: || || |
|Units (HT Line) ||586959 ||639877 |
|Total Amount (Rs.) ||4142448 ||5272586 |
|Rs. /Unit ||7.05 ||8.24 |
|Own Generation: || || |
|I. Through Diesel Generation ||N.A. ||N.A. |
|Unit || || |
|Qunt. Purchased (Ltrs.) || || |
|Amount (RS.) || || |
|Unit per Itr. Of Diesel Oil || || |
|Cost/unit || || |
|II. Through steam turbine /Generator ||N.A. ||N.A. |
| || || |
|Units || || |
|Units per Litre. Of Fuel Oil/Gas Cost/Unit || || |
|2. Coal (specify quality and where used): ||N.A. ||N.A. |
|(Agro Waste for Boiler) || || |
|Quantity (Tones) || || |
|Total Cost [Rs.] || || |
|Average Rate [Rs./MT] || || |
|3. Furnace Oil: || || |
|Quantity (K Ltrs.) ||194.190 ||302.803 |
|Total Amount ||4719502 ||5424741 |
|Average Rate ||24.303 . ||17.915 |
|4. Others/internal generation (please give details) ||N.A. ||N.A. |
|Quantity Total Cost || || |
|Rate/Unit || || |
|(B) Consumption oer unit of production: || ||N.A |
|Products (With detailed) ||Standard (If any) ||Current Year ||Previous Year |
|Unit || ||* ||112862 |
|Electricity || ||* ||46.75 |
|Furnace Oil || ||* ||1.02 |
|Coal (Specific Quality) || ||N A ||N A |
|Others (specify) || ||NA ||NA |
Though instructions as under are given considering items sold are in numbers as wellas kgs and hence it is not possible to differentiate consumption of electricity andfurnace oil as per unit.
1. Please give separate details for different products/items produced by the companyand covered under these rules.
2. Please give reasons for variation in the consumption of power and fuel fromstandards of previous year.
3. In case of production of different varieties/specifications consumption details maybe given for equivalent production.
FORM B - Form for disclosure of particulars with respect to absorption.
Research & Development (R&D):
1. Specific areas in which R&D carried out by the Company:
2. Benefits derived as a result of the above R&D:
3. Future Plan of Action:
4. Expenditure on R&D:
d) Total R&D expenditure as a Percentage of total turnover.
II. Technology absorption adaptation and innovation:
1. Efforts in brief made towards technology absorption adaptation and innovation:
2. Benefits derived as a result of the above efforts e.g. products improvement costreduction product development import substitution etc.:
3. In case of imported technology(imported during the last 5 years from the beginningof the financial year)following information may be furnished:
a) Technology imported.
b) Year of import
c) Has technology been fully absorbed Rs.
d) If not fully absorbed areas where this has not taken place reasons therefore andfuture plan of action.
III. FOREIGN EXCHANGE EARNINGS & OUTGO:
|a) Foreign Exchange Earned ||N.A. |
|b) Foreign Exchange Used ||N.A. |
For and oh&ehalf of the Board of Directors For ADITYA FORGE LIMITED