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Akashdeep Metal Industries Ltd.

BSE: 538778 Sector: Financials
NSE: N.A. ISIN Code: INE149Q01013
BSE LIVE 10:34 | 25 May 29.15 0
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29.15

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29.15

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29.15

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 29.15
PREVIOUS CLOSE 29.15
VOLUME 5000
52-Week high 29.15
52-Week low 13.12
P/E 55.00
Mkt Cap.(Rs cr) 9
Buy Price 29.15
Buy Qty 300.00
Sell Price 0.00
Sell Qty 0.00
OPEN 29.15
CLOSE 29.15
VOLUME 5000
52-Week high 29.15
52-Week low 13.12
P/E 55.00
Mkt Cap.(Rs cr) 9
Buy Price 29.15
Buy Qty 300.00
Sell Price 0.00
Sell Qty 0.00

Akashdeep Metal Industries Ltd. (AKASHDEEPMETAL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 32nd Annual Report of yourCompany together with the Audited financial Statements for the financial year ended 31stMarch 2016.

1. Financial Highlights

The financial performance of your Company for the year ended 31st March 2016is summarized below:

Particulars

Amount (Rs.)

FY 2015-16 FY 2014-15
Gross Income 412623179 360757115
Profit Before Interest and Depreciation 1176048 1201110
Finance Charges Nil Nil
Gross Profit 1176048 1201110
Provision for Depreciation 27076 24009
Net Profit Before Tax 1148972 1177101
Provision for Tax 356979 366423
Net Profit After Tax 791993 810678
Proposed Dividend Nil Nil
Transfer to Special Reserve (RBI) 158399 162136
Paid-up Share Capital 30985000 30985000
Reserves and Surplus 2398239 1609109

2. Year in Retrospect

During the year under review total income of the Company was Rs. 4126.23 lacs asagainst Rs. 3607.57 lacs in the previous year. The Company was able to earn a profitafter tax of Rs. 7.92 lacs in the current financial year as against a profit of Rs. 8.11lacs in the financial year 2014-15. Your Directors are putting in their best efforts toimprove the performance of the Company.

3. Reserves & Surplus

The net movement in the major reserves of the Company for FY 2015-16 and the previousyear are as follows:

Particulars FY 2015-16 FY 2014-15
Securities Premium Account Nil Nil
Special Reserve (RBI) 4.13 2.55
Profit & Loss A/c (Cr.) 19.85 13.54
Total 23.98 16.09

4. Public Deposits

During the financial year 2015-16 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

5. Material Changes after the close of the Financial Year

Same as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred during the period fromclosure of the financial year of the Company as on 31st March 2016 till thedate of this report.

6. Dividend

The Board of Directors of your Company has decided to retain and plough back theprofits into the business of the Company thus no dividend is being recommended for thisyear.

7. Subsidiaries/Joint Ventures/Associates

As on 31st March 2016 the Company had no Subsidiaries Joint Ventures (JVs)or Associate Companies. Accordingly statement containing the salient feature of thefinancial statement of a company's subsidiary or subsidiaries associate company orcompanies and joint venture or ventures in Form AOC-1 is not applicable.

The names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year: Nil

Policy for determining material subsidiaries of the Company has been provided on thewebsite www.akashdeepmetal.in.

8. Change in the Nature of Business

There has been no major change in the nature of business of your Company. Further sincethere is no subsidiary joint venture and associate company there is no question formentioning of change in nature of business of such companies.

9. Directors and Key Managerial Personnel

In terms of Section 149 of the Companies Act 2013 the Company has appointed thefollowing as Independent Directors of the Company at the Annual General Meeting of yourCompany held on 30th September 2014 to hold office up to 5 (five) consecutiveyears up to 31st March 2019:

• Mr. Atul Aggarwal

• Mr. Saurabh Madan

• Mrs. Shallu Jain

In accordance with the provisions of section 149 of the Companies Act 2013 all theindependent directors are non rotational. The details of the familiarization programmesfor Independent Directors are disclosed on the Company's website-www.akashdeepmetal.in

In terms of Section 203 of the Act the following were designated as Key ManagerialPersonnel of your Company by the Board:

• Mr. Surendra Kumar Jain Managing Director

• Mrs. Nidhi Jain Chief Financial Officer

• Mr. Sanjeev Tripathi Company Secretary

Mrs. Kavita Jain Director of the Company is liable to retire by rotation in theensuing Annual General Meeting as per Section 152 (6) of the Companies Act 2013 and beingeligible offer herself for re-appointment. The Directors have recommended herre-appointment.

The Board has laid down separate Codes of Conduct for Directors and Senior Managementpersonnel of the Company and the Independent Directors as per Schedule-IV of the CompaniesAct 2013 which are also posted on the Company's website www.akashdeepmetal.in. All BoardMembers and Senior Management personnel have affirmed compliance with the Code of Conduct.The Managing Director has also confirmed and certified the same. The certification as perRegulation 17 (8) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is enclosed at the end of the Report on Corporate Governance.

10. Declaration of Independence

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under section 149(6) of theCompanies Act 2013 and Regulation 16 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

11. Disclosure of Commission paid to Managing or Whole Time Directors

There is no commission paid or payable by your company to the Managing Director or theWhole Time Director.

12. Number of Meetings of the Board of Directors

The details of the number of Board of Directors of your Company are as below:

Meeting No. of Meeting Dates of Meeting
Board of Directors Six (6) 20-05-2015 03-07-2015
20-07-2015 13-11-2015
14-12-2015 & 01-02-2016

13. Annual Evaluation of Board Performance and Performance of its Committees andIndividual Directors

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual evaluationof its own performance performance of the Directors individually as well as theevaluation of the working of its Committees. A feedback was sought from the Directorsabout their views on the performance of the Board covering various criteria. A feedbackwas also taken from the Directors on their assessment of the performance of the otherDirectors. The Nomination and Remuneration Committee (NRC) then discussed the abovefeedback received from all the Directors. Based on the inputs received the Chairman ofthe NRC also made a presentation to the Independent Directors at their meetingsummarizing the inputs received from the Directors regarding Board's performance as awhole and of the Chairman. Post the meeting of the Independent Directors theircollective feedback on the performance of the Board (as a whole) was discussed by theChairman of the NRC with the Chairman of the Board.

Every statutorily mandated committee of the Board conducted a self-assessment of itsperformance and these assessments were presented to the Board for consideration. The areason which the Committees of the Board were assessed included degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings. Thefeedback was provided to the Directors as appropriate. The significant highlightslearning and action points arising out of the evaluation were presented to the Board.

14. Remuneration Policy for the Directors Key Managerial Personnel and other Employees

In accordance with Section 178 of the Companies Act 2013 read with the rules mentionedthereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Board of Directors of the Company has formulated the Nomination and RemunerationPolicy of your Company on the recommendations of the Nomination and RemunerationCommittee.

The Nomination and Remuneration Policy covering the policy on appointment andremuneration of Directors and other matters is set-out in Annexure-I to thisReport.

15. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following Committees constituted by the Boardfunction according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mrs. Shallu Jain- Chairman (Independent Director)

2. Mr. Atul Aggarwal- Member (Independent Director)

3. Mr. Surendra Kumar Jain- Member (Executive Director)

Stakeholders Relationship Committee:

1. Mrs. Shallu Jain- Chairman (Independent Director)

2. Mr. Atul Aggarwal- Member (Independent Director)

3. Mr. Surendra Kumar Jain- Member (Executive Director)

Nomination and Remuneration Committee:

1. Mrs. Shallu Jain- Chairman (Independent Director)

2. Mr. Atul Aggarwal- Member (Independent Director)

3. Mr. Deepak Kumar Jain- Member (Non-Executive Director)

16. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by theBoard.

17. Conservation of Energy Technology Absorption

The information on conservation of energy and technology absorption stipulated underSection 134(3) (m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014 is attached as Annexure-II.

18. Particulars of Employees and Remuneration

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of Directors/employees of your Company is set out in Annexure-III tothis Report.

19. Related Party Transactions

In line with the requirements of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has formulated aPolicy on Related Party Transactions and the same is uploaded on the Company's website:www.akashdeepmetal.in. Details of Related Party Transactions as per AOC-2 are provided in Annexure-IV.

20. Loans and Investments

Disclosure of details of loans guarantees and investments under Section 186 of theCompanies Act 2013 read with Rule 13 of the Companies (Meetings of Board and its Powers)Rules 2014 are not applicable on your Company as it is a Non Banking Finance Company(NBFC) registered with the Reserve Bank of India.

21. Extract of Annual Return

Pursuant to Section 92 of the Companies Act and Rule 12(1) of the Companies (Managementand Administration) Rules 2014 the extract of Annual Return in Form MGT-9 is providedin Annexure-V.

22. Auditors and Auditors' Report

At the last Annual General Meeting of the Company M/s Prakash & Santosh CharteredAccountants New Delhi were appointed as the Auditors to hold office till the conclusionof the 32nd Annual General Meeting.

M/s Prakash & Santosh Chartered Accountants who retire at the ensuing AGM of yourCompany are eligible for re-appointment. Your Company has received written consent and acertificate stating that they satisfy the criteria provided under Section 141 of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 and that theappointment if made shall be in accordance with the applicable provisions of theCompanies Act 2013 and rules issued thereunder. The Audit Committee and the Board ofDirectors recommend the appointment of M/s Prakash & Santosh Chartered Accountants asthe Auditors of your Company from the conclusion of 32nd Annual General Meetingtill the conclusion of the 35th Annual General Meeting of the Company.

The Auditors' Report for the financial year 2015-16 does not contain anyqualification observation or adverse remarks and accordingly no comments required by yourBoard of Directors on the same.

23. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company appointedMs. Sangeeta Harpalani Practicing Company Secretary (FCS 6094 CP 8123) as SecretarialAuditor of the Company for the year 2015-16. The Secretarial Audit Report provided by theSecretarial Auditors is annexed as Annexure-VI.

The Secretarial Auditor's Report for the financial year 2015-16 does not contain anyqualification observation or adverse remarks and accordingly no comments required by yourBoard of Directors on the same.

24. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorized recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. The Companyhas an Internal Control System commensurate with the size scale and complexity of itsoperations.

In terms of section 138 of the Companies Act 2013 M/s Shiv Saroj & AssociatesChartered Accountants has been appointed as the Internal Auditors of your Company. TheCompany also has an Audit Committee who interacts with the Statutory Auditors InternalAuditors and Management in dealing with matters within its terms of reference.

25. Risk Management

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment. Your Company through its risk managementprocess strives to contain impact and likelihood of the risks within the risk appetite asdecided by the management.

There are no risks which in the opinion of the Board threaten the existence of yourCompany.

26. Cost Records and Cost Audit Report

In terms with the provisions of section 148 of the Companies act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 maintenance of cost records and appointmentof Cost Auditors are not applicable on your Company.

27. Vigil Mechanism

The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behavior.

Pursuant to Section 177(9) of the Companies Act 2013 and Regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a vigil mechanism wasestablished for directors and employees to report to the management instances of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics policy. The copy of vigil mechanism policy is uploaded on the website of yourcompany.

28. Corporate Governance

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report is annexed as Annexure-VII.

Further a Report on Corporate Governance and Certificate on compliance of conditions ofcorporate governance as per Chapter-IV of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed as Annexure-VIII.

29. Code of Conduct for Prevention of Insider Trading

Your Company's Code of Conduct for Prevention of Insider Trading covers all theDirectors senior management personnel persons forming part of promoter(s)/promotergroup(s) and such other designated employees of the Company who are expected to haveaccess to unpublished price sensitive information relating to the Company. The Directorstheir relatives senior management personnel persons forming part of promoter(s)/promotergroup(s) designated employees etc. are restricted in purchasing selling and dealing inthe shares of the Company while in possession of unpublished price sensitive informationabout the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to RegulateMonitor and Report Trading by Insiders. The Board has also approved the Code for FairDisclosure in line with SEBI (Prohibition of Insider Trading) Regulation 2015 and thesame can be accessed on company's website-www.akashdeepmetal.in.

30. Corporate Social Responsibility

Provisions of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility are not applicable on the Company.

31. Significant/Material orders Passed by the Regulators

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

32. Disclosures required under the Non-Systemically Important Non-Banking Financial(Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions2015

There was no auction conducted by the Company during the financial year in respect ofdefaulter in any loan accounts.

33. General

Your Board of Directors confirms that

(a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise;

(b) Your Company does not have any ESOP scheme for its employees/Directors; and

(c) There is no scheme in your Company to finance any employee to purchase shares ofyour

Company.

34. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Directorsconfirm that:

a. in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards and Schedule-III of the Companies Act2013 have been followed and there are no material departures from the same;

b. the Directors have 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 your Company as at 31st March 2016 and ofthe profit and loss of the Company for the financial year ended 31st March2016;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a ‘going concern' basis;

e. proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

35. Stock Exchange Listing

The shares of the Company are listed on BSE Limited under script code 538778. Thelisting fee for the financial year 2015-16 has been paid to BSE Limited.

36. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation forthe cooperation and assistance the Company has received from Banks and various GovernmentDepartments. The Board also places on record its appreciation of the devoted services ofthe employees support and co-operation extended by the valued business associates and thecontinuous patronage of the customers of the Company.

For and on Behalf of the Board
For Akashdeep Metal Industries Limited
sd/- sd/-
Surendra Kumar Jain Deepak Kumar Jain
Date: 28th July 2016 Managing Director Director
Place: Delhi DIN:00097859 DIN:00098116