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Ankit Metal & Power Ltd.

BSE: 532870 Sector: Metals & Mining
NSE: ANKITMETAL ISIN Code: INE106I01010
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OPEN 1.97
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VOLUME 67186
52-Week high 3.29
52-Week low 1.45
P/E
Mkt Cap.(Rs cr) 25.96
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ankit Metal & Power Ltd. (ANKITMETAL) - Director Report

Company director report

Dear Shareholders

The Directors are pleased to present the 13th Annual Report of the Company togetherwith Audited Accounts for the financial year ended 31st March 2015.

FINANCIAL HIGHLIGHTS

(Rs in Lacs)

Particulars Current Year Previous Year
31.03.2015 31.03.2014
Revenue from Operation (net) 114769.22 147569.53
Other Income 1026.10 312.51
Total Revenue 115795.32 147882.04
Profit before Finance Cost Depreciation and Tax (652.34) 6835.54
Less : Depreciation & Amortisation 7366.14 5963.79
Less : Finance Cost 11309.93 11520.08
Less : Tax Expenses - (2996.32)
Net Profit after Tax (19328.41) (7652.01)
Add : Balance brought forward from previous year 9438.50 17090.51
Less: Adjustments relating to Fixed Assets (29.42) -
Balance carried over to Balance Sheet (9919.33) 9438.50

FINANCIAL AND OPERATIONAL REVIEW

During the year under review the Company has achieved nets Sales/Income from Operationof ' 114769.22 Lacs as against ' 147569.53 Lacs in previous year registering a declineof 22.22%. The Company incurred a net loss of ' 19328.41 Lacs during the FY 2014-15 whichis mainly attributed to depressed market for its products and lower capacity utilisationof plant impacting the net realisation and margin. Slower growth in several key sector ofthe economy has resulted in weaker domestic demand. On the other hand mining crisis andrising inflation in the Country resulted in increase in the cost of raw materials andother overhead which could not be passed on the consumers.

CHANGES IN SHARE CAPITAL

To accommodate the Proposed allotment of Equity Shares consequent to proposedpreferenti al issue the board has increased the Authorised Share Capital from '1222500000 to ' 1412000000.

The Board of Directors in their meeting held on 30th May 2015 has decided to raise asum of ' 38.07 crores by issuing 19035000 Equity Shares of ' 10 each at a premium of '10 per share on preferential basis to the entities belonging to Promoter & Promotergroup. The subject preferential issue has since been approved by the Shareholders throughPostal Ballot results announced on 22nd July 2015.

DIVIDEND

The Directors have not recommended any dividend on Equity Shares for the year underreview.

BOARD MEETINGS

The Board met Twenty Four (24) times during the year. The details of which are given inthe Corporate Governance Report that forms the part of this Annual Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013and the Listing Agreement with the Stock Exchanges.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Retirement

In accordance with the provisions of the Companies Act 2013 Mr. Sanjay Singh (DIN :00531906) retires by rotation and being eligible offers himself for re-appointment.

Resignation

During the year Mr. Jayanta Kumar Chatterjee (DIN : 00059807) Independent Director ofthe Company has resigned from the directorship of the Company with effect from 3rdDecember 2014. Mr. Jay Shanker Shukla (DIN : 06391367) Independent Director of theCompany has resigned from the directorship of the Company with effect from 23rd March2015. Mr. Ankit Patni (DIN : 00034907) Managing Director of the Company has resigned fromthe Company with effect from 22nd August 2015. The Board wishes to place on record itssincere appreciation of the contribution advice guidance extended by them during theirtenure.

Appointment/Re-Appointment

Pursuant to the provisions of Section 161 of the Companies Act 2013 read with therelevant provisions in the Articles of Association Mr. Rohit Jain (DIN : 07129693) wasappointed as an Additional Director (Independent) by the Board of Directors of the Companywith effect from 23rd March 2015 to hold office up to the date of ensuing Annual GeneralMeeting. The Company has received a notice in writing from a member proposing hiscandidature for the office of Independent Director. Mr. Rohit Jain qualifies to be anIndependent Director pursuant to the provisions of Section 149(6) of the Companies Act2013 and Schedule IV of the Companies Act 2013. He shall be appointed for a period offive years from the date of appointment.

Pursuant to the provisions of Section 149 (1) & 161 of the Companies Act 2013read with the relevant provisions in the Articles of Association and Clause 49 of theListing Agreement entered into with the Stock Exchanges Mrs. Sujata Agarwal (DIN :06833458) was appointed as an Additional Director (Independent) by the Board of Directorsof the Company with effect from 23rd March 2015 to hold office up to the date of ensuingAnnual General Meeting. The Company has received a notice in writing from a memberproposing her candidature for the office of Independent Women Director. Mrs. SujataAgarwal qualifies to be an Independent Women Director pursuant to the provisions ofSection 149 (1) & 149(6) of the Companies Act 2013 and Schedule IV of the CompaniesAct 2013. She shall be appointed for a period of five years from the date of appointment.

Pursuant to the provisions of Section 196 197 198 of the Companies Act 2013 readwith Schedule V Mr. Sanjay Singh (DIN : 00531906) Executive Director whose tenure isexpiring on 23rd August 2015 is being re-appointment for a further period of three (3)years from 24th August 2015 to 23rd August 2018.

Pursuant to the provisions of Section 149 152 & 160 of the Companies Act 2013Mr. Ramesh Seemakurti (DIN : 00096163) has been appointed as an Additional Director(Promoter-Non Executive) of the Company with effect from 22nd August 2015 to hold officeupto the date of ensuing Annual General Meeting. The Company has received a notice inwriting from a member proposing his candidature for the office of Non-Executive Directorwhose period of office would be liable to be determined by retirement of Directors byrotation.

The brief particulars of the said Directors have been given in the notice convening theensuing Annual General Meeting and annexed as an additional information to the notice asrequired under Clause 49 of the Listing Agreement and your board recommends theirappointment/re-appointment as set out in the notice.

Chief Financial Officer

As per Section 203 of the Companies Act 2013 read with the relevant provisions Mr.Bishwanath Choudhary (PAN : ACNPC7339P) was appointed as a Chief Financial Officer of theCompany with effect from 26th April 2014. However he resigned from the services of theCompany with effect from 18th February 2015.

Consequent to Mr. Bishwanath Choudhary's resignation the Board had appointed Mr. AnandJain (PAN : AFVPJ5630D) as the Chief Financial Officer of the Company with effect from 4thMay 2015.

Company Secretary & Compliance Officer

Mr. Chandra Kumar Jain (PAN : AEPPJ8634J) Company Secretary and Compliance Officer ofthe Company had resigned from the post with effect from 29th May 2015.

Consequent to Mr. Chandra Kumar Jain's resignation the Board had appointed Mr. NikhilDeora (PAN : BDZPD9721N) as the Company Secretary and Compliance Officer of the Companywith effect from 29th May 2015.

DIRECTOR'S RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls maintained by the Company workperformed by the Internal Statutory Cost and Secretarial Auditors and external agenciesthe reviews performed by Management and the relevant Board Committees the Board with theconcurrence of the Audit Committee is of the opinion that the Company's internalfinancial controls were adequate and effective as on 31st March 2015.

Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm:

a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

b) that we have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;

c) that proper and sufficient care has been taken 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) that the annual accounts have been prepared on a going concern basis;

e) that proper internal financial controls were laid down and that such internalfinancial controls are adequate and were operating effectively; and

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

CONSOLIDATED FINANCIAL STATEMENT

As stipulated in Clause 41 of the Listing Agreement entered into with the StockExchanges the Company has prepared Consolidated Financial Statements in accordance withthe relevant Accounting Standards (AS-21) issued by the Institute of Chartered Accountantsof India (ICAI). The Audited Consolidated Financial Statements along with the AuditorsReport thereon form part of the Annual Report.

CREDIT RATING

The Company's credit rating for Long-Term Loan debts/facilities is C+ (C Plus) andShort-Term Loan Debts/facilities is A4 (A four) rated by the ICRA Ltd.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits from the public and as such no amountof principal and interest was outstanding as on the date of the Balance Sheet.

INSURANCE

The properties and insurable assets and interests of the Company like building plantand machinery and stocks among others are adequately insured.

EXTRACT OF ANNUAL RETURN

The details of the extract of the Annual Return as on the financial year ended on 31stMarch 2015 in Form MGT 9 as required under Section 92(3) of the Companies Act 2013 readwith Rule 12(1) of the Companies (Management and Administration) Rules 2014 is annexedherewith and forms part of this Report as Annexure-I.

PARTICULARS OF LOANS GURANTEES OR INVESTMENT

The Company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by Company aregiven in the notes to the financial statements.

DECLARATION BY INDEPENDENT DIRECTOR(S) UNDER SECTION 149(6)

Mr. Jatindra Nath Rudra Mr. Prem Narayan Khandelwal Mrs. Sujata Agarwal and Mr. RohitJain are Independent Directors on the Board of the Company. In the opinion of the Boardand as confirmed by these Directors they fulfils the conditions specified in Section149(6) of the Companies Act 2013 and the Rules made there under about their status asIndependent Directors of the Company.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Name of the Company Subsidiary/Joint Ventures/ Associate Companies % of Contribution
1 M/s. SKP Mining Pvt. Ltd. Joint Venture 50%

STATUTORY AUDITORS

M/s. R. Kothari & Company (FRN: 307069E) Chartered Accountants retire at theensuing Annual General Meeting of the Company and have given their consent forre-appointment. The Company has received a certificate confirming their eligilibility tobe re-appointed as Auditors of the Company in terms of the provisions of Section 141 ofthe Companies Act 2013 and Rules framed there under. The Auditors have also confirmedthat they hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accounts of India as required under the provisions of revised Clause 49 of theListing Agreement with the Stock Exchanges.

STATUTORY AUDITORS OBSERVATION

There are no qualifications or adverse remarks in the Auditor's Report which requireany clarification/explanation. The Notes to accounts referred to in the Auditor's Reportare self-explanatory and therefore do not call for any further comments/explanations.

COST AUDITOR

In terms of Section 148 of the Companies Act 2013 read with Rule 14 of the Companies(Audit and Auditors) Rules 2014 and on the recommendation of the Audit Committee theBoard of Directors has re-appointed Mr. S. Banerjee Cost Accountants (Membership No.9780) as Cost Auditor of the Company at a remuneration of ' 35000/- plus applicabletaxes and re-imbursement of out of pocket expenses incurred by them to conduct an audit ofthe cost accounting records maintained by the Company for the current financial yearbeginning from 1st April 2015 and ending on 31st March 2016. As required under Section148 of the Companies Act 2013 read with rule 14 of the Companies (Audit and Auditors)Rules 2014 the remuneration payable to cost auditor is being placed at the ensuingAnnual General Meeting for ratification by the members.

INTERNAL AUDIT REPORT

During the year M/s. Charupreeti & Co. (FRN : 3268561) Chartered Accountants hasgiven their Internal Audit Report for the quarter ended 31st March 2015 and has resignedas Internal Auditor of the Company. Further M/s. NR & Associates (FRN : 102903) CostAccountants has given their consent to be appointed as Internal Auditor of the Company forthe financial year 2015-16.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under M/s. A J &Associates Practicing Company Secretaries have been appointed as Secretarial Auditors ofthe Company. The report of the Secretarial Auditors is enclosed as Annexure II to thisreport.

SECRETARIAL AUDITOR'S OBSERVATIONS & REPLY

The Secretarial Auditor has the following observation in Form MR 3 :

(i) There were delay in filling of various forms with Registrar of Companies (ROC)West Bengal.

(ii) MGT 14 forms with respect to borrowings are not yet filed.

Our comments are as under :

(i) Teething issues in implementation of new Companies Act 2013 led to some delay infilling.

(ii) The filing as may be required is under process.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

A statement giving details of Conservation of Energy Technology Absorption and ForeignExchange Earning and Outgo as required under Section 134(3)(m) read with Rule 8 ofCompanies Cost (Accounts) Rules 2014 is annexed to this report as Annexure III.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company is equipped with proper and adequate system of internal controls formaintaining proper accounting cost control and efficiency in operation.

The Company also has adequate system to ensure that all of its assets are safeguardedand protected against loss from unauthorised use or disposition and transactions areauthorised recorded and reported correctly. The internal control system is supplementedby internal audits review by management documented policies and procedures.

PARTICULARS OF EMPLOYEES

The prescribed particulars of employees required under Section 134(3)(q) read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isattached as Annexure IV and forms a part of this Report. DECLARATION ON COMPLIANCE WITHCODE OF CONDUCTS

The Board has formulated a Code of Conduct for the Board Members and Senior Managementof the Company which has been posted on the website of the Company.

It is hereby affirmed that all the Directors and Senior Management Personnel havecomplied with the Code and a confirmation to that effect has been obtained from theDirectors and the Senior Management.

PREVENTION OF INSIDER TRADING

The Company already had a structured Code of Conduct for Prevention of Insider Tradingsince long back with a view to regulate trading insecurities by the Directors anddesignated employees of the Company. The Code has been further streamlined to keep paritywith the new Companies Act 2013.

The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company's shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All the directors and the designated employees who hold any shares in the Companyhave confirmed compliance with the Code.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS

There are no significant material orders passed by the Regulators/Courts/Tribunalswhich would impact the going concern status of the Company and its future operations.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for selection and appointment of Directors Key Managerial Personnel and theirremuneration. A note on Remuneration Policy has been made a part of the CorporateGovernance Report.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework under the authority of Board toidentify assess monitor and mitigate various risks to key business objectives. Majorrisks identified by the businesses and functions are systematically addressed throughmitigating actions on a continuing basis.

The Risk Management Policy provides for identification of risk its assessment andprocedures to minimise risk. The policy is periodically reviewed to ensure that theexecutive management controls the risk as per decided policy.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company is committed to provide a safe and secure environment to its womenemployees across its functions as they are integral part of the organisation. The Companyhas adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordancewith The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

During the financial year ended 31st March 2015 the Company has not received anyComplaints pertaining to Sexual Harassment.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Contracts/Arrangements/Transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm's lengthbasis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactionsbetween the Company and the Directors the management or the relatives except for thosedisclosed in the financial statements.

Accordingly particulars of contracts or arrangements entered into by the Company withrelated parties referred to in Section 188(1) of the Companies Act 2013 in Form AOC-2(Annexure V) is NIL.

VIGIL MECHANISM

In terms of provision of Section 177(9) of the Companies Act 2013 read with Rule 7 ofthe Companies (Meeting of Board and its Power) Rules 2014 and Clause 49 of the ListingAgreement the Board has adopted a Vigil Mechanism for the Company in its meeting held on30th May 2014. This policy is formulated to provide opportunity to all the employees toaccess in good faith to the Audit Committee of the Company in case they observe anyunethical and improper practice or behavior or wrongful conduct in the Company and toprohibit managerial personnel from taking adverse personnel action against such employee.

PERFORMANCE/BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Committee Nominationand Remuneration Committee and Stakeholders' Relationship Committee.

A note on Board Evaluation has been made a part of the Corporate Governance Reportunder the head "Performance Evaluation of Independent Directors".

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the corporate governance requirements set out in Clause 49 of the ListingAgreement. The Report on Corporate Governance as stipulated under Clause 49 of the ListingAgreement forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis for the year under review as stipulated underClause 49 of the Listing Agreement with the Stock Exchanges is presented in a separatesection forming part of this Annual Report.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement the CEO/CFO certification has beensubmitted to the Board.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted companies to send electronic copies ofAnnual Report notices etc. to the e-mail IDs of shareholders. The Company hasaccordingly arranged to send the soft copies of these documents to the e-mail IDs ofshareholders wherever applicable. In case any shareholder would like to receive physicalcopies of these documents the same shall be forwarded upon receipt of written request.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE STATEMENTS RELATES AND THE DATE OF THEREPORT

Pursuant to the Corporate Debt Restructuring Scheme which has got sanctionedprovisionally on 17th September 2014 the Board of Directors have decided in theirmeeting held on 30th May 2015 to issue and allot 19035000 (One Crore Ninety Lacs andThirty Five Thousand) Equity Shares @ ' 20 (Rupees Twenty only) including a premium of '10 aggregating to an amount of ' 38.07 Crores on preferential basis to the Promoters andPromoter Group. Subsequently the shareholders of the Company at their meeting of PostalBallot held on 22nd July 2015 have approved the said issue of Equity Shares onpreferential basis.

The Company has received In-Principle approval form BSE Limited on 10th August 2015and form National Stock Exchange of India Limited (NSE) on 13th August 2015. The Companyhas received ' 38.07 Crore as unsecured Loan from the Promoters and Promoter Group whichshall be converted into Equity in due course.

ANNEXURES FORMING PART OF THIS DIRECTORS' REPORT

The Annexure referred to in this Report and other information which are required to bedisclosed are annexed herewith and form a part of this Directors' Report:

Annexure Particulars
I Extract of Annual Return (FORM MGT 9)
II Secretarial Audit Report (FORM MR 3)
III Energy Conservation Technology Absorption And Foreign Exchange Earning And Outgoing
IV Particulars Of Employees
V Particulars of Contracts or Arrangements with Related Parties (FORM AOC 2)

ACKNOWLEDGEMENT

The Board also desires to place on record its appreciation for the support andco-operation received from its Shareholders Regulatory & Government AuthoritiesSuppliers Customers and Bankers. The Company has always looked upon them as partners inits progress. It will be the Company's endeavour to build and nurture strong links withtrade based on mutuality respect and co-operation with each other. The Board wishes torecord their deep sense of appreciation for the committed services of all the employees ofthe Company.

For and on behalf of the Board

Ankit Metal Power Limited

Suresh Kumar Patni

Chairman

Kolkata 22nd August 2015

ANNEXURE-III

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING

A. Conservation of Energy

a. Energy Conservation Measures :

• Installation of HT & LT Capacitor bank in Rolling Mill & Submerged ArcFurnace.

• Effective use of by product gases and waste char for Power Generation.

• Installation of energy efficient light fittings in shop floor offices and otherareas.

• Effective maintenance and daily monitoring of capacitor bank for improvement inpower factor.

• Replacement of old motors with energy efficient motors.

b. Additional investments and proposals if any being implemented for reduction ofconsumption of energy :

To further install energy efficient light fittings resizing of motor etc. The Companyalso proposes to install solar power equipments like night lighting systems and solarpower pump sets to further conserve carbon emitting thermal power.

c. Impact of the measures at (a) and (b) above for reduction of energy consumptionand consequent impact on cost of production of goods :

Saving in Energy. Effective utilization of waste heat.

Total energy consumption and energy consumption per unit of produc on as per Form - Aattached.

B. Technology Absorption

a. Particulars with respect to technology absorption as per Form - B attached.

C. Foreign Exchange Earning and Outgo

a. Activities relating to exports initiatives taken to increase exports developmentof new export markets for products and services and export plans : The Company is activelyexploring the export market and has taken various initiative to export its products.

b. Total Foreign Exchange used and earned :

(Rs in Lacs)

Particulars

31.03.2015

31.03.2014

1. Foreign Exchange earned - 255.63
2. Foreign Exchange used 7007.86 9284.09

FORM - A

(Disclosure of particulars with respect to Conservation of Energy)

2014-2015

2013-2014

A. Power & Fuel Consumption
1. Electricity
a) Purchased
Units (in Lacs-KWH) 81.16 124.45
Total amount (Rs in Lacs) 1091.31 1230.80
Cost/Unit (Rs/KWH) 13.45 9.89
b) Own Genera on
i) Through Diesel Generation
Units (in Lacs-KWH) 0.22 0.21
Unit per liters of high speed diesel (KWH) 1.71 1.59
Cost/Unit (Rs/KWH) 34.81 36.18
ii) Through Steam Turbine/Generator
Units (in Lacs-KWH) 1347.31 1564.53
Total amount (Rs in Lacs) 7607.05 7360.84
Cost/Unit (Rs/KWH) 5.65 4.70
2. Coal
Quantity (in MT) 291435.44 342515.89
Total Cost (Rs in Lacs) 16948.30 19853.75
Average Rate (in Rs)/MT 5815.46 5796.45
3. Furnace Oil
Quantity (KL) 10228.33 7686.72
Total Cost (Rs in Lacs) 3799.73 3910.16
Average Rate (in Rs) 37149.04 50869.03
B. CONSUMPTION (IN UNITS) PER TONNE OF PRODUCTION
Electricity (KWH) 256 262
Coal (Tonne) 1.73 1.67
Furnace Oil (Lt.) 32.90 23.20

FORM - B

(Disclosure of particulars with respect to Technology Absorption) A. Research &Development (R&D)

Specific areas in which R&D proposed to be carried out by the Company None
Benefits derived as a result of the above R&D Does not arise
Future plan of action Under Planning
Expenditure on R&D
a) Capital Nil
b) Recurring Nil
c) Total Nil
d) Total R&D expenditure as a percentage of total turnover Nil

B. Technology Absorption Adaption and Innovation

1. Efforts in brief made towards technology absorption adoption and innovation : TheCompany has adopted and is continually updating the latest technology.

2. Benefits derived as a result of the above efforts :

Improvement in the quality of products; safe and environment friendly process.

3. Particulars of imported Technology during last 5 years. NIL

ANNEXURE IV

PARTICULARS OF EMPLOYEES

Name of Director/ KMP & Designation Remuneration of Director/KMP for financial year 2014-15 (Rs in Lacs) % increase in Remuneration in the Financial Year 2014-15 Ratio of remuneration of each Director to median remuneration of employees
1. Mr. Ankit Patni Managing Director (Resigned on 22.08.2015) 24.00 0% 12.27
2. Mr. Sanjay Singh Executive Director (Re-appointed w.e.f. 24.08.2015) 11.94 0% 6.10
3. Mr. Chandra Kumar Jain Company Secretary (Resigned on 29.05.2015) 12.54 57.90% N.A.
4. Mr. Bishwanath Choudhary Chief Financial Officer (Resigned on 18.02.2015) 17.82 0% N.A.

Note:

i) No other Director other than the Managing Director and Executive Director hasreceived any remuneration other than sitting fees during the financial year 2014-15.

ii) In the financial year there was an increase of 8.67% in the median remuneration ofemployees.

iii) There were 632 Permanent employees on the pay roll of Company as on 31st March2015.

iv) The remuneration of the Key Managerial Personnel put together is ' 66.30 Lacs whichincreased by 2.19 % from ' 64.88 Lacs as against a loss at the PBT level in the financialyear 2014-2015.

v) The remuneration of the Key Managerial Personnel (KMPs) is linked to the market andis commensurate with their diverse responsibilities and experience

vi) The market capitalization of the Company as on 31st March 2015 decreased by58.15% when compared to that of 31st March 2014. The Company has not made any publicoffer in the recent past and accordingly comparison of public offer price and the currentmarket price of the Company's shares will not be relevant.

vii) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendati ons of theNomination and Remuneration Committee as per the Remuneration Policy for Directors andSenior Management Personnel.

viii) It is hereby affirmed that the remuneration paid during the financial year ended31st March 2015 is as per the Remuneration Policy of the Company.

Annexure V

FORM AOC 2

1. Details of Contracts or Arrangements or Transactions not at Arm's Length Basis :

Name(s) of the Related Party and Nature of Relationship Nature of Contracts/ Arrangements/ Transactions Duration of the Contracts/ Arrangements/ Transactions Salient Terms of the Contracts or Arrangements or Transactions including the value if any Justification for entering into such Contracts or Arrangements or Transactions Date(s) of Approval by the Board Amount paid as Advances if any Date on which the Special Resolution was passed in General Meeting as required under First Proviso to Section 188

NIL

2. Details of Material Contracts or Arrangements or Transactions at Arm's Length Basis:

Name(s) of the Related Party and Nature of Relationship Nature of Contracts/ Arrangements/ Transactions Duration of the Contracts/ Arrangements/ Transactions Salient Terms of the Contracts or Arrangements or Transactions including the value if any Date(s) of Approval by the Board Amount paid as Advances if any

NIL

For and on behalf of the Board

Ankit Metal Power Limited

Suresh Kumar Patni

Chairman

Kolkata 22nd August 2015

Annexure - II

FORM No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015 [Pursuant to Section 204 (1) of theCompanies Act 2013 and Rule No. 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014]

To

The Members

ANKIT METAL & POWER LIMITED

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Ankit Metal & PowerLimited (hereinafter called 'the Company'). Secretarial Audit was conducted in a mannerthat provided us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.

Based on our verification of the Ankit Metal & Power Limited's books papersminute books forms and returns filed and other records maintained by the Company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit and as per the explanations givento us and the representations made by the Management we hereby report that in ouropinion the Company has during the audit period covering the financial year ended on31st March 2015 generally complied with the statutory provisions listed hereunder andalso that the Company has proper Board processes and compliance mechanism in place to theextent in the manner and subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords made available to us and maintained by Ankit Metal & Power Limited for thefinancial year ended on 31st March 2015 according to the applicable provisions of:

i. The Companies Act 1956 and the Companies Act 2013 ('the Act') and the rules madethere under as applicable;

ii. The Securities Contract (Regulation) Act 1956 ('SCRA') and the rules made thereunder;

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings (Not applicable to the Company during the audit period);

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not applicable to the Company during the audit period);

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Share Purchase Scheme) Guidelines 1999 (Not applicable to the Company during theaudit period);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the audit period);

f. The Securities and Exchange Board of India (Registrar to an Issue and Share TransferAgents) Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (Not applicable to the Company during the audit period); and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations 2009(Not applicable to the Company during the audit period).

vi. As per the representation made by the management no law was specificallyapplicable to the Company.

We further report that having regard to the compliance system prevailing in theCompany and on examination of the relevant documents and records in pursuance thereof ontest check basis the Company has generally complied with the laws applicable to theCompany.

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards of The Institute of Company Secretaries of India with respectto board and general meetings. (Not notified hence not applicable to the Company duringthe audit period).

ii. The Listing Agreements entered into by the Company with the stock exchange(s).

During the period under review and as per the explanations and clarifications given tous and the representations made by the Management the Company has generally complied withthe provisions of the Act Rules Regulations Guidelines etc. mentioned above except tothe extent as mentioned below:

i. There was a delay in filing of various MGT 14 forms for resolution specified undersection 179.

ii. There was a delay in filing of Form MR 1 and MGT 14 w.r.t. appointment of CFO(KMP).

iii. There was a delay in filing of Form DIR 12 w.r.t. appointment/cessation ofDirector.

iv. There was a delay in filing of Form CHG 1 w.r.t. creation/modification of charge.

v. MGT 14 w.r.t. borrowings made are yet to be filed We further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. No changes in thecomposition of the Board of Directors took place during the period under review.

Adequate notice was given to all Directors at least seven days in advance to schedulethe Board Meetings. Agenda and detailed notes on agenda were sent in advance and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings as represented by the management were takenunanimously.

We further report that as per the explanations given to us and the representations madeby the Management and relied upon by us there are adequate systems and processes in theCompany commensurate with the size and operations of the Company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

We further report that during the audit period the Company has:

a. Passed resolutions pursuant to Section 180(1)(a) and 180(1)(c).

b. Altered its Articles of Association by adopting new set of Articles of Associationin line with the provisions of Companies Act 2013.

c. The Company has approached the Corporate Debt Restructuring Empowered Group Cell(CDR EG) for restructuring of its credit facilities and received Provisional Letter ofApproval by the CDR EG upon the approval of Corporate Debt Structuring Package vide letterNo. BY.CDR(PMJ)/No. 427/2014-15 dated September 17 2014 which was further confirmed byCDR Cell that it is the final LOA vide letter no. BY.CDR(VB)/No. 565/2014-15 datedNovember 21 2014. The company has restructured its credit facilities granted/continued bythe Consortium Lenders amounting to Rs. 1280.03 Crores.

For A J & ASSOCIATES

Company Secretaries

CS ABHIJEET JAIN

Proprietor

FCS No. : 4975

C. P. No. : 3426

Date : 22.08.2015

Place : Kolkata

This report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this report.

'Annexure A'

To

The Members

ANKIT METAL POWER LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For A J & ASSOCIATES

Company Secretaries

CS ABHIJEET JAIN

Proprietor

FCS No. : 4975

C. P. No. : 3426

Date : 22.08.2015

Place : Kolkata

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