Your Directors are pleased to present the 24th Annual Report of your Company togetherwith the Audited Statement of Accounts and the Auditors' Report of your Company for thefinancial year ended 31st March 2015. The summarized financial results for the year ended31st March 2015 are as under:
|Particular ||For the financial year ended 31st March 2015 ||For the financial year ended 31st March 2014 |
| ||Amount in Rs. ||Amount in Rs. |
|Gross Sales ||13305.03 ||15760.22 |
|Other Income ||50.34 ||66.90 |
|Total Income ||13355.37 ||15827.12 |
|Profit / (Loss) Before Tax and depreciation ||213.25 ||267.20 |
|(-) Depreciation ||770.40 ||688.46 |
|Provision for Tax ||- ||- |
|Deferred Income Tax ||43.33 ||66.62 |
|Profit / (Loss) after Tax ||(600.48) ||(354.63) |
Review of Operation
Revenue for the current year dropped from Rs. 15827.12 in 201314 to Rs 13355.37 dueto slow demand in tippers Steel structure in domestic market and Automotive Components inexport market. Your Company suffered loss of Rs. 600.48 Lacs during the year under report.Your Company also diversify in Off Highway Components during the year under report and thecompany is expecting to achieve the desired growth.
During the year under review the Company pursuant to Section 43 of Companies Act 2013read with rule 4 (4) of Companies (Share Capital And Debentures) rules 2014 have allotted500000 Equity Shares on Preferential basis to ANG Logistics Pvt. Limited.
Company suffered loss due to which no dividend was declared by your Directors for thefinancial year 2014-15.
The Board of Directors consists of Executive and Non-Executive directors includingIndependent directors who have wide and varied experience in different disciplines ofCorporate functioning. During the year under review Ms Nidhi Singh was appointed asadditional Director w.e.f 28th March 2015 under Section 149(1) of the Companies Act2013 who holds the office upto the ensuing Annual General Meeting and being eligibleoffer herself for appointment. Your Directors recommend her appointment.
Mr. Manoj Gupta Non-Executive Independent Director is liable to retire by rotation atthe ensuing Annual General Meeting of the Company and being eligible offers himself forre-appointment. Your Director recommend for his re-appointment.
The independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorfulfil all the conditions specified in the Companies Act 2013 making them eligible to actas Independent Director.
Your Company has fully complied with the requirements and disclosures that have to bemade under code of Corporate Governance as required under clause 49 of the Listingagreement entered into with the National Stock Exchange of India Limited (NSE) and BombayStock Exchange Limited (BSE).
Being a listed Company necessary measures are taken to comply with the ListingAgreements with the Stock Exchanges. A report on Corporate Governance along with aCertificate of Compliance from the Statutory Auditors forms part of this.
Consolidated Financial Statements
In compliance with the applicable clauses of Listing Agreement with the stockExchanges the Company has prepared consolidated financial statements as per theAccounting Standard on Consolidated Financial Statements (AS 21) issued by the Instituteof Chartered Accountants of India. The Audited Consolidated Financial Statements alongwith the Auditors Report thereon have been annexed to this Annual Report.
Management Discussion and Analysis
The Management Discussion and Analysis is presented in a separate section which formspart of the Annual Report.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
1. In preparation of the Annual Accounts the applicable accounting standards have beenfollowed.
2. 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 at the end of the financial year and ofthe profit or loss of the company for that period.
3. The Directors had 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.
4. The Directors had prepared the Annual Accounts on a going concern basis.
5. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Disclosures under Section 134(3)(L) of the Companies Act 2013
Except as disclosed elsewhere in this report there have been no material changes andcommitments which can affect the financial position of the Company occurred between theend of the financial year of the Company and date of this report.
Transfer to Reserves in terms of Section 134(3)(i) of the Companies Act 2013
For the financial year ended 31st March 2015 the Company had not transferred any sumto its Reserves as it suffered loss during the year.
Transfer to the Investor Education and Protection Fund
In terms of Section 125 of the Companies Act 2013 no unclaimed dividend in relationto any financial year is due for remittance to the Investor Education and Protection Fundestablished by the Central Government.
Particulars of Employees
There is no employee in the Company whose particulars are required to be given underthe provisions of section 197(12) of the Companies Act 2013 read with the (Particulars ofEmployees) Rules 1975 as amended.
Comments of the Auditors in their report and the notes forming part of the Accountsare self explanatory and need no comments. As per the provisions of the Companies Act2013 M/s Sandesh Jain & Co. Chartered Accountants hold office as Statutory Auditorsof your Company till the conclusion of the 25th Annual General Meeting and are eligiblefor reappointment for the second year of the term of one year as mention in Section 139(2)of the Companies Act 2013. Your Company received a certificate from M/s Sandesh Jain& Co. Chartered Accountants as required under Section 141 of the Companies Act2013 to effect that their reappointment if made will be within the limits as prescribedunder the provisions thereof.
You are requested to appoint them as Statutory Auditors from the conclusion of thisAnnual General Meeting upto the conclusion of 25th Annual General Meeting.
The Company has a proper Internal Control system commensurate with the size scale andcomplexity of its operation. To maintain the objectivity and independence the internalaudit team reports to the Chairman of the Audit Committee of the Board. Mr. Suneel Siwalhaving Membership Number 527218 has been appointed as the internal auditor of the Companyw.e.f. 1st April 2015.
The Board has appointed Mr. Lokesh Kumar FCMA (Regn. No. 24632) as Cost Accountants ofthe Company for the financial year 2014-15.
Disclosure of Board Report as per Secretarial Standards
The Company has appointed M/s Mamta Jain & Associates Company Secretaries to holdthe office of Secretarial Auditors and to conduct the Secretarial Audit and theSecretarial Audit Report for the Financial Year ended 31st March 2015 is being attachedwith the Director's Report as Annexure-B which is self explanatory and needs no comments.
Extract of Annual Return Section 92(3) of Companies Act 2013
The Extracts of the Annual Return for the year 2014-15 being attached with theDirectors Report as Annexure -C.
Number of Board Meetings Section 173(1) of Companies Act 2013
The Board met 12 (Twelve) times during the financial year 201415 Board Meeting wereheld as follows:
29th April 2014 20th May 2014 30th May 2014 10th July 2014 14th August 201414th November 2014 25th November 2014 29th November 2014 29th December 2014 29thJanuary 2015 14th February 2015 28th March 2015.
Declaration by Independent Director
The Independent directors have submitted their disclosure to the Board that they fulfilall the requirements to qualify for their appointment as an independent Director under theprovisions of the Companies Act 2013 as well as clause 49 of the Listing Agreement.
Pursuant to the provision of Companies Act 2013 and Clause 49 of the ListingAgreement Independent Directors at their meeting without the participation of theNon-Independent Directors and Management considered / evaluated the Board's performanceincluding the Chairman
The Board subsequently evaluated its own performance the working of its Committees(Audit Nomination and Remuneration and Stakeholders Relationship Committee) andindependent Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the Corporate GovernanceReport attached to this report.
Related Party Transactions:
The company has entered into transaction with a related party for availing job workservices/ sales. The said party is covered under the definition of related party as perListing Agreement. The transactions entered into with the related party during thefinancial Year were at arm's Length basis and were in the ordinary course of business.There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars as required under the provisions of Section 134 of the Companies Act2013 in respect of conservation of energy and technology absorption have been furnishedconsidering the nature of activities undertaken by the company during the year underreview.
Risk Management Policy
Pursuant to the provision of Section 134(3)(n) of the Companies Act 2013 and Clause 49of the Listing Agreement the Company has constituted a business risk managementcommittee. To address these business risks in a comprehensive manner each risk is mappedto the concerned department for further action. Based on this framework the Company hasset in place procedures to periodically place before the board the risk assessment andminimization procedures being followed by the Company.
Attendance of Directors at the Board meeting and last Annual General Meeting and numberof other directorship and Committee membership as on 31st March 2015.
The Nomination and Remuneration has been constituted with 3 (Three) Non-ExecutiveDirectors. During the year one meeting has been held. The key area of Committee has beendetailed in Corporate Governance Report.
During 2014-15 your Company did not invite or accept any deposits within the meaningof Section 76 of the Companies Act 2013 and the rules made there under.
None of the employees of the Company were in receipt of the prescribed remuneration andas such the list of employees as required under Section 197 (12) of the Companies Act2013 is not enclosed.
The Management's relationship with employees was cordial during the year under review.
Your Directors place on record their gratitude for the continuing support ofShareholders bankers and Business associates at all levels.
For and on behalf of the Board
|Premjit Singh ||Manoj Gupta |
|(DIN No. 00332949) ||(DIN No. 01160953) |
|Date: 24th August 2015 || |
|Place: New Delhi || |
ANNEXURE TO DIRECTORS' REPORT
Information under Section 134(3)(m) of the Companies Act 2013 read with the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules 2014 and formingpart of the Director's Report for the year ended 31st March 2015.
A. Conservation of energy
The Company has created high degree of awareness on conservation and saving of energyamong the workers employees including top management of the Company. Constant efforts arebeing made by your Company to reduce energy consumption upgrade technology and equipmentand derive optimum benefits from the present sources. The Company is continuouslyidentifying the scope for improving end-use efficiency by evaluating the techno-economicviability of various energy conservation measures. The Company is primarily focusing on:
a) Technology upgradation
b) CFL and LEDs have been installed in Machine shops to conserve energy.
c) Providing limit switches
d) Process optimisation to enhance production
e) Training employees towards energy conservation
The Company's captive power generation increased. The comparative statement of energygeneration as compared with last year is given hereunder:
|Particulars ||2014-15 ||2013-14 |
|Electricity units(MKWH) ||3785436 ||3292055 |
|Total amount ||29352042 ||29180599 |
|Average rate/ unit(Rs. KWH) ||8.75 ||8.86 |
|Own generation || || |
|Through diesel generator || || |
|Units (M.KWH) ||930017 ||1145183 |
|Units per litre of diesel (KWH) ||2.98 ||3.00 |
|Average cost / unit (Rs. KWH) ||19.31 ||19.76 |
B. Technology absorption
The technology adopted by your Company is upgraded on a regular basis. In-housetraining is imparted regularly to plant personnel for adopting technology advancements andcost containment. Further your Company follows better engineering practices whichinclude reverse engineering processes for enhancing productivity product improvementcost reduction better quality and stability of products.
C. Foreign exchange earnings and outgo
Activities under this head include those relating to exports and initiatives undertakento increase exports; development of new export markets for products and services andexport plans. The Company exported its product to the buyers based in the United States ofAmerica (USA) and Brazil among others.
The export earnings of your Company for 2014-15 was USD 6636304 and Euro 470055(Equivalent to Rs. 4600.25 Lacs) on account of exports interest paid on fixed Deposits inforeign exchange Company received advance of USD 428800 (Equivalent to Rs. 297.70 Lacs)and the foreign exchange outgo was USD 231960 GBP 2600 SGD 30430.21 and Euro 2000(Equivalent to Rs.151.10 Lacs) on account of Import of raw material (Equivalent to Rs.135.50 Lacs) USD 217968 SGD 30430 on account of Packing Charges US $ 10500 GBP 2600 andEuro 2000 (Equivalent Rs.10.82 Lacs) for foreign tour and travelling and USD3492(Equivalent to Rs. 2.18 Lacs) for payment of spare parts for repair and maintenance ofmachine.