Your Directors hereby present their Twenty Sixth Annual Report along with AuditedStatement of Accounts of the Company for the year ended March 31 2015.
FINANCIAL RESULTS AT A GLANCE:
(Rs. in Lacs)
|PARTICULARS ||31st March 2015 ||31st March 2014 |
|Net Revenue from operations ||16635.57 ||14255.59 |
|Other Income ||8.29 ||9.30 |
|Profit before tax and exceptional items ||92.90 ||135.81 |
|Exceptional items ||87.77 ||0.00 |
|Profit before tax ||180.67 ||135.81 |
|Profit After Tax ||122.68 ||68.96 |
|Balance Brought Forward ||1110.71 ||1094.61 |
|Amount available for Appropriation ||1233.39 ||1163.57 |
|APPROPRIATIONS: || || |
|Dividend ||37.76 ||32.36 |
|Dividend Tax ||6.42 ||5.50 |
|General Reserve ||0 ||15.00 |
|Balance Carried Forward ||1189.21 ||1110.71 |
| ||1233.39 ||1163.57 |
|Earnings Per Share ||2.27 ||1.28 |
The Company achieved total turnover of Rs. 16635.57 lacs against Rs.14255.59 lacs inthe previous year which is more than 16.70%. The Net Profit after tax was also increasedto Rs.122.68 lacs against Rs 68.96 in the previous year. This could be achieved by addingnew customer both in India and abroad. The Company expects to improve its performanceduring the year as the addition of new customers will results in increase turnover andprofit. The market for the Automobile Industry is still competitive but hope that for NextQuarter of Current Year things will start improving.
Your Directors recommend a dividend of 7 % (i.e. Rs. 0.70 per share) on 53 94 005equity shares of Rs.10 each for 2014-15 Subject to the approval of the Shareholders atthe Annual General Meeting to be held on 30th September 2015.
Shri N. K. Gupta Director of the Company will retire by rotation at the ensuing AnnualGeneral Meeting pursuant to the provisions of Section 152 of Companies Act 2013 and beingeligible and offered himself for re-appointment.
The Board of Directors of the Company has on the recommendation of Nomination andRemuneration Committee appointed Smt Shilpa Sharma as Additional Director w.e.f.31.03.2015 in the category of Independent & Non- Executive Director. The Board hasreceived declarations from all Independent Directors of the Company confirming that theymeet with the criteria of Independence as prescribed under Sub-Section (6) of Section 149of the Companies Act 2013 and who in the opinion of the Board fulfills the conditionsspecified in the Act and the rules made there under and are Independent of the Management.Thus the Board recommended their appointment as Independent Directors.
Brief details of the Director who is to be appointed/reappointed as mentioned hereinabove has been furnished along with the Explanatory Statement to the Notice of the ensuingAnnual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of sub-section (5) of Section 134 of the companies act2013 your directors confirm that: 1 in the preparation of annual accounts the applicableaccounting standard had been followed along with proper explanation relating to materialdepartures. 2 the Directors had in consultation with Statutory Auditors selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the Net Profit of the Company for theFinancial Year Ended 31st March 2015.
3 the Directors have taken proper and sufficient care to maintain adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and preventing and detecting fraud and other irregularities.
4 the Directors have prepared the annual accounts on a going concern basis.
5 The Directors have laid down adequate Internal Financial Controls to be followed bythe Company and such Internal Financial Controls were operating effectively during theFinancial Year Ended 31st March 2015.
6 The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectivelythroughout the Financial Year Ended 31st March 2015.
The Shareholders of the Company in their Twenty Fifth Annual General Meeting held on29th September 2015 had accorded their approval pursuant to the provisions of Section139 141 and other applicable provisions of Companies Act 2013 and rules made there underto appoint M/s A. K. Bagadia & Co. Chartered Accountants as Statutory Auditor of theCompany of the period of three years commencing from the conclusion of Twenty Fifth AnnualGeneral Meeting until the conclusion of Twenty Eighth Annual General Meeting.
The Board of Directors of the Company has pursuant to the provisions of Section 139recommended the ratification of appointment M/s A. K. Bagadia & Co CharteredAccountants for the approval of the Shareholders from the conclusion of Twenty SixthAnnual General Meeting till the conclusion of Twenty Seventh Annual General Meeting.
The Auditors report to the Shareholders for the year under review does notcontain any qualification reservation or adverse remark or disclaimer.
The Secretarial Auditors M/s KMP & Associates Company Secretaries has issuedSecretarial Audit Report of the Financial Year 2014-15 pursuant to Section 204 of theCompanies Act 2013 which is annexed to the Directors Report as Annexure I.
Your Directors have appointed M/s B. R. Chandak & Co Cost Accountants as the CostAuditors for the Financial Year 2015- 16. M/s B. R. Chandak & Co Cost Accountantswill submit the cost audit report alongwith annexure to the Central Government (Ministryof Corporate Affairs) in the prescribe form within specified time and at the same timeforward a copy of such report to your company.
PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES:
Details of investments made have been given in note no. 12 to the Financial Statement.
Details of Loans given is given note no. 13 to the Financial Statement.
The Company has not given any guarantee pursuant to the provisions of Section 186 ofthe Companies Act 2013.
RELATED PARTY TRANSACTIONS:
The Company has entered into contract/arrangements with the related parties in theordinary course of business and on arms length basis. Thus provisions of Section188(1) of the Act are not applicable.
Your Company reaffirms and remains committed to high standards of Corporate Governance.The Company believes that appropriate disclosures procedures transparent accountingpolicies strong and independent Board practices and highest levels of ethical standardsare critical to enhance and retain investor trust and generate sustainable corporategrowth. Your Company established systems and procedures to comply with the amendedprovisions of the Code of Corporate Governance and complied with all the requirements ofthe Code of Corporate Governance as per Clause 49 of the Listing Agreement with the stockexchange. A Report separately titled "Corporate Governance" along withAuditors Certificate regarding compliance of the same are annexed as a part of thisAnnual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
As required under Clause 49 of the Listing Agreement with stock exchange a managementdiscussion and analysis report inter-alia deals adequately with operations and thecurrent and future outlook of the Company is annexed and form as part of this AnnualReport.
WHISTLE BLOWER POLICY
The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical conduct. The Company has a Whistle Blower Policy under which theemployees are free to report violations of the applicable laws and regulations and Code ofConduct. Whistle Blower Policy is available on the website of the company atwww.akartoolsltd.com.
The extract of Annual Return is annexed to Directors Report as Annexure II.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Companys internal financial control systems are commensurate with thenature size and complexity of the businesses and operations. These are routinely testedand certified by Statutory as well as Internal Auditors. Significant audit observationsand the follow up action are reported to the Audit Committee.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details are required under section197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 provided in the Board Report as AnnexureIII.
Your Company has not accepted any deposits covered under Chapter V of the CompaniesAct 2013 and hence no details pursuant to Rule 8(v) anf 8(vi) of the Companies (Accounts)Rules 2014 are reported.
DISCLOSURE AS PER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION PROHBITION ANDREDRESSAL) ACT 2013
Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention andProhibition and Redressal) Act 2013 read with rule 14 the internal committee constitutedunder the said act has confirmed that no complaint/case has been filed/pending with theCompany during the year.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information relating to energy conservation technology absorption and foreignexchange earnings and outgo as required to be disclosed under the Companies (Accounts)Rules 2014 are in Annexed as a part of this Directors Report as Annexure IV.
Your Directors wish to place on record the their appreciation of the assistance andcooperation received from its bankers customers (domestic as well as overseas)suppliers shareholders staff from each level and other business associates for theirvaluable contribution in the growth of the organization whose continuous support andcooperation has been a source of strength to the company enabling it to achieve its goals.The Directors look forward to their continued support in future.
| ||By the Order of the Board of Directors |
|Place : Aurangabad. ||(N.K.Gupta) |
|Date : 12th August 2015 ||Chairman |
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st march 2015
Akar Tools Ltd
304 Abhay Steel House Baroda Street Carnac Bunder Mumbai-400009
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Akar Tools Ltd (hereinaftercalled "the Company"). The Secretarial Audit was conducted in a manner thatprovided us with a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.
Based on our verification of the Companys books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2015 (hereinaftercalled "the Audit Period") complied with the statutory provisions listedhereunder and also that the Company has proper Board-processes and compliance-mechanism inplace to the extent in the manner and subject to the reporting made hereinafter: We haveexamined the books papers minute books forms and returns filed and other recordsmaintained by the Company for the financial year ended on 31st March 2015 according tothe provisions of: (i) The Companies Act 2013 (the Act) and the rules made there under;(ii) The Securities Contracts (Regulation) Act 1956 (SCRA) and the rules madethere under; (iii) The Depositories Act 1996 and the Regulations and Bye-laws framedthere under; (iv) Foreign Exchange Management Act 1999 and the rules and regulations madethere under to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; (Not applicable to the Company during the AuditPeriod);
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-a. The Securities and ExchangeBoard of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011; b. TheSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992;c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009
(Not applicable to the Company during the Audit Period); d. The Securities andExchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines 1999 (Not applicable to the Company during the Audit Period); e. TheSecurities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations2008 (Not applicable to the Company during the Audit Period); f. The Securities andExchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations1993 regarding the Companies Act and dealing with client; g. The Securities and ExchangeBoard of India (Delisting of Equity Shares) Regulations 2009 (Not applicable to theCompany during the Audit Period); and h. The Securities and Exchange Board of India(Buyback of Securities) Regulations 1998 (Not applicable to the Company during theAudit Period); We have also examined compliance with the applicable clauses of thefollowing: (i) Secretarial Standards issued by The Institute of Company Secretaries ofIndia (Not applicable to the Company during the Audit Period);
(ii) The Listing Agreements entered into by the Company with Stock Exchange.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the mattersreported below:
(i) The Company has filed various returns and forms under the Companies Act 2013 withthe Registrar of Companies and under the Listing Agreement with the Stock Exchange incompliance with the provisions of the respective statutes beyond the time specified inthe Act and/or Rules on payment of additional fees wherever applicable. Further certainevents required to be reported to the Registrar of Companies have not been filed as onthe date of the report. However the company is in the process of complying with thisrequirement.
(ii) The disclosures required to be made under the Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations 2011 at the time ofcreation/release of encumbrance by the promoters on the shares held by them in the Companyhave not been done. (iii) The Company has not adopted any Code for Internal Procedures andConduct under the SEBI (Prohibition of Insider Trading) Regulations 1992 and has notidentified and maintained a list of designated employees however the Company is in theprocess of adopting a Code.
We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act except the obtaining of depositof Rs 1 lac from the person proposing candidature for appointment as director.
The Company has reconstituted the Board of Directors as well as the Audit Committee andNomination and Remuneration Committee in order to comply with the requirement relating totheir constitution in accordance with the provisions of the Companies Act 2013 and theListing Agreement and such reconstitution was carried out within the time prescribed underthe Act.
Adequate notice is given to all directors to schedule the Board Meetings. Agenda wassent in advance and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation atthe meeting
All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes.
Based on the representations given by the Officers of the Company and the informationprovided to us regarding the compliance system followed by the Company we further reportthat there are adequate systems and processes in the company commensurate with the sizeand operations of the company to monitor and ensure compliance with applicable lawsrules regulations and guidelines as covered in the scope of the audit above.
Based on the representations from the Company and its officers we further report thatduring the audit period there were no other specific events / actions in pursuance of theabove referred laws rules regulations guidelines etc. having a major bearing on theCompanys affairs.
For KMP & Associates Company Secretaries CS Kajal R. Desai Partner
Date: 10th August 2015 Place: Aurangabad
This report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this report.
The Members Akar Tools Ltd
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company. The compliance by the Company of applicable financiallaws like direct and indirect tax laws has not been reviewed in this Audit since thesame have been subject to review by statutory financial audit and other designatedprofessionals and is not covered under the scope of statutory audit.
4. Where ever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
|For KMP & Associates |
|Company Secretaries |
|CS Kajal R. Desai |
|Date: 10th August 2015 |
|Place: Aurangabad |