AMFORGE INDUSTRIES LIMITED.
Your Directors present the 44th Annual Report of the Company together withthe audited financial statements of the Company for the financial year ended 31/03/2016.
| || ||(Rs. in 000s) |
| ||2015-2016 ||2014-2015 |
|Total Income ||41472.21 ||65728.47 |
|Earnings before interest depreciation exceptional items & tax. ||12126.05 ||36173.81 |
|Less : Depreciation ||4167.61 ||7351.91 |
|Profit before interest exceptional items and tax ||7958.44 ||28900.90 |
|Less : Interest and Finance cost ||3358.82 ||3701.24 |
|Profit before exceptional items and tax ||4599.92 ||25119.66 |
|Less : Exceptional items ||- ||- |
|Profit before tax ||4599.92 ||25119.66 |
|Provision for current tax ||1000.00 ||5117.00 |
|Provision for deferred tax / earlier year ||(79.30) ||(1388.00) |
|Profit after tax ||8836.22 ||21390.96 |
|Balance of (Loss) brought forward from previous year ||(403254.70) ||(421913.03) |
|(Loss) carried to Balance Sheet ||(394418.48) ||(403254.70) |
During the financial year under review your Company registered a total income of Rs.41472.21 thousand as against (Rs. 65728.47 thousand) in the previous year and earningProfit before interest depreciation exceptional items and tax Rs. 12126.05 thousand asagainst (Rs. 36173.81 thousand) in the previous year. The Profit before tax forthe year is Rs. 4599.92 thousand as against profit of (Rs. 25119.66 thousand) in theprevious year.
Your directors do not recommend any dividend for the financial year ended 31/03/2016.
The paid up Equity Share capital as at 31/03/2016 stood at Rs. 29640412. During thefinancial year under review the Company has not issued shares with differential votingrights nor has granted any stock options. As on 31/03/2016 none of the Directors of theCompany hold instruments convertible into equity shares of the Company.
EXTRACT OF ANNUAL RETURN:
Pursuant to section 92 of the Companies Act 2013 Extract of the Annual Return(MGT-9) forming part of this report as Annexure A.
Pursuant to Section 152 of the Companies Act 2013 and the Companys Articles ofAssociation Mrs. Reshma Makar (DIN 00019758) retires by rotation at the forthcomingAnnual General Meeting and being eligible offers herself for re-appointment. The Boardrecommends her reappointment for consideration of the members of the Company at theensuing Annual General Meeting.
Independent Directors have given declaration that they meet the criteria ofindependence pursuant to section 149(6) of the Companies Act 2013 and Regulation 16(b) ofSEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.
During the financial year under review there is no change in the Board of Directors ofthe Company.
NUMBER OF BOARD MEETINGS:
The details of Board meetings held during the financial year 2015-16 is given in theCorporate Governance Report.
KEY MANAGERIAL PERSONNEL:
Mr. Puneet Makar Managing Director of the Company is the Key Managerial Personnel(CEO) during the financial year under review.
COMMITTEE OF THE BOARD:
Remuneration and Nomination Committee
Stakeholders Grievance Committee
The details of the Committees along with composition number of meetings and attendanceat the meetings are provided in the Corporate Governance.
The Company does not have Corporate Social Responsibility Committee as the company isnot falling under the provisions of the Section 135 (1) of the Companies Act 2013 duringthe financial year under review.
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the various aspects of the boardsfunctioning composition of the board and its committees. Performance were evaluated byappropriate manner.
During the financial year the performance evaluation of the Chairman andNon-Independent directors was carried out by the Independent directors.
PARTICULARS OF LOANS GUARANTEE INVESTMENTS BY THE COMPANY:
Pursuant to section 186 of the Companies Act 2013 the details loans Guaranteeinvestments are given in the notes to financial statements.
VIGIL MECHANISAM / WHISTLE BLOWER POLICY:
Whistle Blower Policy to report genuine concerns or grievances is in place and the sameis posted on the Companys website: www. amforgeindia.com.
RELATED PARTY TRANSACTIONS:
During the financial year under review there were no material transactions enteredinto with Related Parties. However details of loan and other transactions are givenbelow:
| || || || || || |
(Rs. in 000s)
| || ||ICD /Loan Transaction || || ||Other Transactions |
|Name of the Parties / Person ||Opening Balance 01/04/2015 ||Received ||Repaid ||Closing Balance 31/03/2016 ||Max amount out- standing during the year ||Payment / Provision of Interest ||Payment of rent ||Payment of Salary / fees |
|Viniyog Investment and Trading Compa- ny Private Limited ||- ||25000 ||6550 ||18450 ||20450 ||- ||- ||- |
|Nainesh Trading & Consultancy LLP ||7000 ||22000 ||29000 ||- ||17500 ||- ||- ||- |
|Makar Estate ||- ||- ||- ||- ||- ||- ||120 ||- |
|Sub-total (a) ||7000 ||47000 ||35550 ||18450 ||- ||- ||120 ||- |
|Mr. Puneet Makar ||- ||- ||- ||- ||- ||- ||- ||3136 |
|Mr. Fali Mama ||- ||- ||- ||- ||- ||- ||- ||600 |
|Sub-total (b) ||- ||- ||- ||- ||- ||- ||- ||3736 |
|Total (a) + (b) ||7000 ||47000 ||35550 ||18450 ||- ||- ||120 ||3736 |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the financial year under review there are no significant and material orderspassed by the Regulators / Court that would impact the going concern status of the Companyand its future.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information and explanationsobtained your directors make the following statement in terms of Section 134 (3) (c) ofthe Companies Act 2013:
(a) that in the preparation of Annual Accounts for the year ended 31/03/2016 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures if any;
(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 as at 31/03/2016 and the profit and lossof the Company for that the year ended on that date;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) that the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operationaleffectively; and
(f) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Ratification of appointment of M/s. J. Singh and Associates Chartered Accountants(Firm Registration No.110266 W) who is Statutory Auditors of the Company to hold officefrom the conclusion of this Annual General Meeting until the conclusion of the next AnnualGeneral Meeting of the Company on such terms and remuneration as may be determined by theBoard of Directors."
There is no Audit qualification for the financial year under review.
INTERNAL AND FINANCIAL CONTROL:
The Company has in place adequate internal and financial controls to ensure compliancewith various policies practices and statues applicable with reference to financialstatements. The internal audit is entrusted to M/s. Ashwin K. Shah Chartered Accountants.(Membership No.033083).
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed Mr. Rajkumar R. Tiwari Practicing Company Secretary(CP No.2400) to undertake the Secretarial Audit of the Company. The Secretarial AuditReport is annexed as Annexure-B to this report.
The Secretarial Audit Report dated July 21 2016 contains two qualifications for notappointing a Company Secretary as per the provisions of Section 203 (1) (ii) of the Actand not appointing Chief Financial Officer pursuant to provisions of Section 203 (1) (iii)of the Companies Act 2013 during the financial year under review.
The Company states that
(i) it could not appoint a Company Secretary as it was unable to get a suitablecandidate for this position citing the size of the Company.
(ii) the Board has authorized Mr. Jayesh Thakkar Manager-Finance & Accounts of theCompany for certifying as Chief Financial Officer as he is looking after the financialmatters of the Company to meet the requirement of regulation 17 (8) of SEBI (ListingObligation And Disclosure Requirements) Regulations 2015.
Pursuant to Regulation 34(3) read with Schedule-V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on Corporate Governancefollowed by the Company together with a certificate issued by the Practising CompanySecretary confirming the compliances forming part of this report as Annexure-C.
The relevant Certificate issued by Practising Company Secretary is annexed to thisreport as Annexure-E.
CEO/ CFO CERTIFICATION:
Pursuant to Regulation 17(8) of SEBI (LODR) Regulations 2015 certificate issued byCEO/ CFO is annexed to this report as Annexure D.
During the financial year under review the Company neither accepted any deposits norany deposits remained unpaid or unclaimed.
MANAGEMENT DISCUSSION AND ANALYSIS:
There were no manufacturing activities to report on Management Discussion and Analysispursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
The Company does not have any manufacturing facilities to report on conservation ofEnergy Technology Absorption to be reported as required under section 134 (f) (m) of theCompanies Act 2013. During the financial year under review there is no Foreign Earnings/ Outgo.
PARTICULARS OF EMPLOYEES:
During the financial year under review there were no employees drawing remunerationmore than as prescribed under Section 197 read with Rule 5 of the Companies (Appointmentand remuneration of Managerial Personnel) Rules 2014.
Yours directors wish to place on record their sincere thanks to the shareholders fortheir continued support and co-operation.
| ||For and on behalf of the Board of Directors |
| ||Puneet Makar |
| ||Managing Director |
|Place: Mumbai ||DIN : 00364000 |
|Date: 29/07/2016 || |