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Akashdeep Metal Industries Ltd.

BSE: 538778 Sector: Financials
NSE: N.A. ISIN Code: INE149Q01013
BSE 00:00 | 19 Apr 32.40 0
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NSE 05:30 | 01 Jan Akashdeep Metal Industries Ltd
OPEN 32.40
PREVIOUS CLOSE 32.40
VOLUME 100
52-Week high 42.40
52-Week low 20.05
P/E 73.64
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 32.40
CLOSE 32.40
VOLUME 100
52-Week high 42.40
52-Week low 20.05
P/E 73.64
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Akashdeep Metal Industries Ltd. (AKASHDEEPMETAL) - Director Report

Company director report

Dear Members

Your Directors have immense pleasure in presenting the 33rd Annual Report ofyour Company together with the Audited Financial Statements for the financial year ended31st March 2017.

1. Financial Highlights

The financial performance of your Company for the year ended 31st March 2017is summarized below:-

Particulars

Amount (Rs.)

FY 2016-17 FY 2015-16
Gross Income 409624809 412623179
Profit Before Interest and Depreciation 2381627 1176048
Finance Charges 302000 Nil
Gross Profit 2079627 1176048
Provision for Depreciation 45608 27076
Net Profit Before Tax 2034019 1148972
Provision for Tax 636808 356979
Net Profit After Tax 1397211 791993
Proposed Dividend Nil Nil
Transfer to Special Reserve (RBI) 279442 158399
Paid-up Share Capital 30985000 30985000
Reserves and Surplus 3791118 2398239

2. Financial Review

During the year under review the total income of the Company was Rs. 4096.25 lakhs asagainst Rs. 4126.23 lakhs in the previous year. The Company was able to earn a profitafter tax of Rs. 13.97 lakhs in the current financial year as against a profit of Rs. 7.92lakhs in the financial year 2015-16. Your Directors are putting in their best efforts toimprove the performance of the Company.

3. Share Capital

During the year there was no change in the Company's issued subscribed and paid-upequity share capital.

4. Reserves & Surplus

The net movement in the major reserves of the Company for financial year 2016-17 andthe previous year are as follows:

(Rs. In lakhs)
Particulars FY 2016-17 FY 2015-16
Securities Premium Account Nil Nil
Special Reserve (RBI) 6.93 4.13
Profit & Loss A/c (Cr.) 30.98 19.85
Total 37.91 23.98

5. Public Deposits

During the financial year 2016-17 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.

6. Material Changes and Commitments

There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year i.e. 31stMarch 2017 and the date of this Board's Report i.e. 10th August 2017.

7. 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.

8. Subsidiaries/Joint Ventures/Associates

During the financial year 2016-17 no entity became or ceased to be the subsidiaryjoint venture or associate of the Company. Accordingly statement containing the salientfeature of the financial statement of a company's subsidiary or subsidiaries associatecompany or companies and joint venture or ventures in Form AOC-1 is not applicable.

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

9. Change in the Nature of Business

There has been no major change in the nature of business of your Company during thefinancial year 2016-17. Further since there is no subsidiary joint venture and associatecompany there is no question for mentioning of change in nature of business of suchcompanies.

10. 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 your

Company held on 30th September 2014 to hold office up to 5 (five)consecutive years 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'swebsite–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

_ Ms. Sarita Pandey Company Secretary

Details of change in the Board of Directors and the Key Managerial Personnel duringthe year under review are as below:

Name Designation Date of Appointment Date of Resignation Date of change in designation
Mr. Sanjeev Tripathi Company Secretary 12-05-2014 30-11-2016 N.A.
Ms. Sarita Pandey Company Secretary 16-03-2017 N.A. N.A.

Mr. Deepak Kumar 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 himself for re-appointment. The Directors have recommended hisreappointment.

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 2015is enclosed at the end of the Report on Corporate Governance.

11. Declaration of Independence by the Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under section149(6)of the Companies Act 2013 and Regulation 16 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Independent Directors have also confirmedthat they have complied with the code for Independent Directors.

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 Board of Directors No. of Meeting Six (6)

Dates of Meeting

18-05-2016 28-07-2016
08-11-2016 14-12-2016
08-02-2017 16-03-2017

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

Individual 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 Chairperson 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 theChairperson 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. Nomination and Remuneration Policy for the Directors Key Managerial Personnel andother 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 Policy includes criteria for determining positive attributesqualifications independence of a director Board diversity remuneration and othermatters provided u/s 178(3).

The Nomination and Remuneration Policy covering the policy on appointment andremuneration of Directors Key Managerial Personnel etc and other matters is set-out inAnnexure-I to this Report.

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– Chairperson (Independent Director)

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

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

Stakeholders Relationship Committee:

1. Mrs. Shallu Jain– Chairperson (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– Chairperson (Independent Director)

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

3. Mr. Deepak Kumar Jain–Member (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 and Foreign Exchange Earnings andOutgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is attached as Annexure-II to thisReport.

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 to thisReport.

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 inAnnexure-IV to this Report.

20. Particulars of Loans Guarantees 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 the provisions of the Section 92 of the Companies Act 2013 and Rule 12(1)of the Companies (Management and Administration) Rules 2014 the extract of Annual Returnin Form MGT-9 is provided in Annexure-V to this Report.

22. Auditors and Auditor's Report

At the last Annual General Meeting of the Company M/s Prakash & Santosh CharteredAccountants New Delhi were appointed as the Statutory Auditors to hold office for aperiod of 5 years i.e. from the conclusion of the 32nd Annual General Meetingtill the conclusion of the 35th Annual General Meeting (subject to ratificationby the members of their appointment at every AGM). The Audit Committee and the Board ofDirectors recommend the ratification of appointment of M/s Prakash & SantoshChartered Accountants as the Statutory Auditors of your Company.

M/s Prakash & Santosh Chartered Accountants New Delhi have confirmed that theirreappointment if made would be within the prescribed limits u/s 139 and 141 of theCompanies Act 2013 and that they are not disqualified for re-appointment.

The Auditor's Report for the financial year 2016-17 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 appointedM/s Shilpi S. Jain & Co. Company Secretaries as Secretarial Auditor of the Companyfor the financial year 2016-17. The Secretarial Audit Report provided by the SecretarialAuditors is annexed as Annexure-VI to this Report.

The Secretarial Auditor's Report for the financial year 2016-17 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. TheInternal Auditor monitors the compliance with the objective of providing to the Board ofDirectors an independent and reasonable assurance on the adequacy and effectiveness of theorganization's governance processes.

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- www.akashdeepmetal.in.

28. Management Discussion and Analysis Report and 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-VIIto this Report.

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

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)Directions 2015

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 the provisions of the Section 134(3) (c) and 134(5) of the Companies Act2013 the Directors to the best of their knowledge and belief confirm that: a. in thepreparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards and Schedule-III of the Companies Act 2013have 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 2017 and ofthe profit and loss of the Company for the financial year ended 31st March2017;

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 the

Company 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 2016-17 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.

By the order of the Board For Akashdeep Metal Industries Limited

sd/- sd/-
Surendra Kumar Jain Deepak Kumar Jain
Date: 10th August 2017 Managing Director Director
Place: Delhi DIN:00097859 DIN:00098116
R/o 100 Vaishali Pitampura R/o 100 Vaishali Pitampura
Delhi-110 034 Delhi-110 034