The Members of
Amforge Industries Limited
Your Directors present the 45th Annual Report of the Company together with the auditedfinancial statements of the Company for the financial year ended 31/03/2017.
FINANCIAL RESULTS (STANDALONE):
| || ||(Rs.in 000's) |
|PARTICULARS ||2016-2017 ||2015-2016 |
|Total Income ||24983.67 ||41472.21 |
|Earnings before interest depreciation exceptional items and tax ||(1601.20) ||12126.05 |
|Less : Depreciation ||4629.19 ||4167.61 |
|Profit before interest exceptional items and tax ||(6230.39) ||7958.44 |
|Less : Interest and Finance cost ||4606.57 ||3358.82 |
|Profit before exceptional items and tax ||(10836.96) ||4599.92 |
|Less : Exceptional items ||38313.06 ||- |
|Profit before tax ||(49150.02) ||4599.92 |
|Provision for current tax ||- ||1000.00 |
|Provision for deferred tax /Prior year ||115911.00 ||(79.30) |
|Profit after tax ||(165061.02) ||8836.22 |
|Balance of (Loss) brought forward from previous year ||(394418.48) ||(403254.70) |
|(Loss) carried to Balance Sheet ||(559479.50) ||(394418.48) |
During the financial year under review your Company registered a total income ofRs.24983.67 thousand as against (Rs.41472.21 thousand) in the previous year and earningloss before interest depreciation exceptional items and tax (Rs.1601.20) thousand asagainst (Rs.12126.05 thousand) in the previous year. The loss before tax for the year is(Rs.49150.02) thousand as against profit of (Rs.4599.92 thousand) in the previousyear.
Your directors do not recommend any dividend for the financial year ended 31/03/2017.
The paid up Equity Share Capital of the Company as at 31/03/2017 stood atRs.29640412. During the financial year under review the Company has not issued anyshares with differential voting rights nor has granted any stock options. As on31/03/2017 none of the Directors of the Company is holding instruments convertible intoequity shares.
The Company has already posted Letter of Offer for Buyback of 3480000 shares of theCompany (Face Value '2/- each) from the eligible shareholders.
EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) of the Companies Act 2013 2013 and rule 12(1) of theCompanies (Management & Administration) Rules 2014 Extract of the Annual Return(MGT-9) forming part of this report as Annexure -A.
Independent Directors have given declarations that they meet the criteria ofindependence pursuant to section 149(6) of the Companies Act 2013 and Regulation 16(b) ofSEBI (LODR) Regulation 2015.
During the financial year under review there were changes in the Board of Directorsof the Company which are as follows:
|Sr. No ||Name ||Event ||With effect from |
|1. ||Shri. Sanjay Patel ||Appointed as an Additional Director ||11/11/2016 |
|2. ||Shri. Sharat D. Nath ||Resigned as Independent Director ||21/11/2016 |
|3. ||Shri. Puneet Makar ||Resigned as Managing Director due to his acquiring NonResident Indian status. However he continues to be a Director on the Board. ||09/02/2017 |
NUMBER OF BOARD MEETINGS:
The details of Board meetings held during the financial year 2016-2017 are given in theCorporate Governance Report.
KEY MANAGERIAL PERSONNEL:
Shri. Puneet Makar was Managing Director and Chief Executive Officer ofthe Company upto09/02/2017. He resigned as Managing Director and CEO of the Company due to change in hisresidential status. However he continues to be director on the Board.
Shri. Jayesh Thakkar resigned as Chief Financial Officer of the Company w.e.f.31/03/2017.
Shri. Ajit P. Walwaikar (F1616) has been appointed as Company Secretary w.e.f.20/05/2017.
COMMITTEES OF THE BOARD:
2. Remuneration and Nomination
3. Stakeholders Rs.Relationship
The details of composition of the Committees number of meetings and members attendanceat the meetings are given in the Corporate Governance.
The Company does not have Corporate Social Responsibility Committee as the Company isnot falling under the provisions of sub-section 1 of Section 135 of the Companies Act2013 during the financial year under review.
Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations2015 the various aspects of the Board's functioning composition of the Board and itsCommittees were evaluated in the appropriate manner.
During the financial year under review the Independent directors carried out theperformance evaluation of the Chairman and Non-Independent directors.
PARTICULARS OF LOANS GUARANTEE INVESTMENTS BY THE COMPANY:
Pursuant to section 186 of the Companies Act 2013 the details of loans Guaranteesinvestments are given in the notes to the financial statements.
VIGIL MECHANISM /WHISTLE BLOWER POLICY:
Vigil Mechanism /Whistle Blower Policy is placed on the Company's website: www.amforgeindia.in
RELATED PARTY TRANSACTIONS:
During the financial year under review there were no material transactions enteredinto Related Parties. However details of the loans and other transactions are tabledbelow:
| || || || || || || || ||(Rs.in 000 s) |
|Name of the Parties /Person || || |
ICD /Loan Transaction
| || || |
| ||Opening Bal 01/04/2017 ||Received ||Repaid ||Closing Balance 31/03/2016 ||Max am outstanting during the year ||Payment /Provision of Interest ||Payment of rent ||Payment of Salary /fees |
|Viniyog Investment and Trading Company Private Limited ||18450 ||20500 ||- ||38950 ||38950 ||3581 ||- ||- |
|Nainesh Trading & Consultancy LLP ||- ||- ||- ||- ||- ||- ||- ||- |
|Makar Estate ||- ||- ||- ||- ||- ||- ||120 ||- |
|Sub-total (a) ||18450 ||20500 ||- ||38950 ||38950 ||3581 ||120 ||- |
|Shri. Puneet Makar ||- ||- ||- ||- ||- ||- ||- ||2613 |
|Shri. Fali Mama ||- ||- ||- ||- ||- ||- ||- ||600 |
|Sub-total (b) ||- ||- ||- ||- ||- ||- ||- || |
|Total (a) + (b) ||18450 ||20500 ||- ||38950 ||38950 ||3581 ||120 ||3213.00 |
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 affect the ongoing concern status of theCompany and its future.
DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures:
a) In the preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
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 the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) the directors have 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 have prepared the annual accounts ongoing concern basis; and
e) the directors in the case of a listed company have laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
For the purposes of this clause the term "internal financial controls" meansthe policies and procedures adopted by the Company for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation;
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
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 statutes applicable with reference to financialstatements. The internal audit is entrusted to M/s. Ashwin K. Shah Chartered Accountant(Membership No.033083).
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of section 204 of the Companies Act 2013 and rules madethereunder Shri. Rajkumar R. Tiwari Practicing Company Secretary (CP No.2400) issued theSecretarial Audit Report which is annexed as Annexure-B to this report.
Pursuant to Regulation 34(3) read with Schedule-V of the SEBI (LODR) Regulations 2015a separate section on Corporate Governance followed by the Company together with acertificate issued by the Practising Company Secretary confirming the compliances formingpart of this report as Annexure-C and the relevant Certificate issued by PractisingCompany Secretary is also annexed to this report as Annexure-D.
Pursuant to Regulation 17(8) of SEBI (LODR) Regulations 2015 a certificate is issuedby the Board of Directors of the Company is annexed as Annexure-E.
During the financial year under review the Company neither accepted any deposits nordid any deposits remain unpaid or unclaimed.
MANAGEMENT DISCUSSION AND ANALYSIS:
There were no manufacturing activities to report on Management Discussion and Analysispursuant to Regulation 34 (e) of SEBI (LODR) Regulations 2015.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:
The Company does not have any manufacturing facilities to report on conservation ofEnergy Technology Absorption to be reported as required under section 134 (3) (m) of theCompanies Act 2013. During the financial year under review there were no ForeignEarnings /Outgo.
PARTICULARS OF EMPLOYEES:
During the financial year under review there were no employees drawing remunerationmore than as prescribed under Section 197 of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and 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 |
| ||Fali Mama |
| ||Director |
| ||DIN:00012636 |
|Place: Mumbai || |
|Date: 11/08/2017 || |