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Anup Malleables Ltd.

BSE: 506087 Sector: Engineering
NSE: N.A. ISIN Code: INE188O01016
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Anup Malleables Ltd. (ANUPMALLEABLES) - Auditors Report

Company auditors report


Report on the Financial Statements

We have audited the accompanying financial statements of M/s ANUP MALLEABLES LIMITEDwhich comprise the Balance Sheet as at 31st March 2015 the Statement of Profit and Lossand Cash Flow Statement for the year then ended and a summary of the significantaccounting policies and other explanatory information

Management's Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statement that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 Thisresponsibility also includes maintenance of adequate accounting record in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments’ and estimates that are reasonable and prudent;and the design implementation and maintenance of adequate internal financial control thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder We conducted our audit in accordancewith the Standards on Auditing issued by the Institute of Chartered Accountants of Indiaas specified under Section 143(10) of the Act Those Standards require that we comply withthe ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error In making those risk assessmentsthe auditor considers the internal financial control relevant to the Company’spreparation and fair presentation of the financial statements that give a true and fairview in order to design audit procedures that are appropriate in the circumstances but notfor the purpose of expressing an opinion on whether the company has in place and adequateinternal financial controls system over financial reporting and the effectiveness of suchcontrols An audit also includes evaluating the appropriateness of accounting policiesused and the reasonableness of the accounting estimates made by the Company’sDirectors as well as evaluating the overall presentation of the financial statements Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the financial statements


In our opinion and to the best of our information and according to the explanationsgiven to us the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2015 its profit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor’s Report) Order 2015 ("theOrder'’) issued by the Central Government of India in terms of sub-section (11) ofSection 143 of the Act we give in the Annexure 1 a statement on the matters specified inparagraphs 3 and 4 of the Order

2 As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

(c) The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this Report are in agreement with the books of account;

(d) in our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of die Act read with Rule 7 of die Companies(Accounts) Rules 2014

(e) On the basis of written representations received from the directors as on 31stMarch 2015 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2015 from being appointed as a director in terms of section164(2) of the Act;

(f) With respect to the other matters to be included in the Auditor’s Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i) We have been informed that the company does not have any pending litigation whichwould impact its financial position

ii) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses

iii) There arc no amounts which arc required to be transferred to the InvestorEducation and Protection Fund by the Company



The Hoard of Directors M/s Anup Mallcablcs Limited

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Anup Malleables Limited(hereinafter called the Company) Secretarial Audit was conducted in; i manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon Based on our verification of the books papers minutebooks forms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit we hereby report that in our opinion the Companyhas during the audit period ended on 31 03 2015 complied with the statutory provisionslisted hereunder and also that the Company has proper Board-proccsses andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:

I I have examined the books papers minute books forms and returns filed and otherrecords maintained by Anup (Malleablcs Limited for the period ended on 3 1 03 2015according to the provisions of

I The Companies Act 2013 (the Act ) and the Rules made thereunder:

II The Securities Contracts (Regulation) Act 1056 ('SCRA') and the Rules madethereunder;

III The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

IV Foreign Exchange Management Act 1999) and the Rules and Regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings:

V The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act 1992 (‘SEBI Act') to the extent applicable to the Company: -

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

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

c The Securities and Exchange Hoard of India (Issue of Capital and DisclosureRequirements) Regulations 2009: d The Securities and Exchange Board of India (Registrarsto an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act anddealing with client;

c The Securities and Exchange Board of India (Delisting of Equity Shares; Regulations2009

f The Securities and Exchange Hoard of India (Buyback of Securities) Regulations1998;

g The Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited National Stock Exchange of India Limited; and

h The Memorandum and Articles of Association

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

I Secretarial Standards issued by The Institute of Company Secretaries of India

II The Listing Agreements entered into by the Company with the BSE Limited NationalStock Exchange of India Limited

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards Listing Agreements etc mentioned above

2 I further report that the Company has in my opinion complied with the provisionsof the Companies Act 1956 and the Rules made under that Act and the provisions ofCompanies Act 2013 as notified by Ministry) of Corporate Affairs and the Memorandum andArticles of Association of the Company with regard to:

a) Maintenance of various statutory registers and documents and making necessaryentries therein;

b) Closure of the Register of Members

c) Forms returns documents and resolutions required to be filed with the Registrar ofCompanies and the Central Government:

d) Service of documents by the Company on its Members Auditors and the Registrar ofCompanies;

e) Nolice of Board meetings and Committee meetings of Directors;

f) The meetings of Directors and Committees of Directorsincluding passing of resolutions by circulation;

g) The 60th Annual General Meeting held on 27th June 2014;

h) Minutes of proceedings of General Meetings and of the Hoard and its Committeemeetings;

i) approvals of the Members the Board of Directors the Committees of Directors andthe government authorities wherever required;

j) Constitution of the Board of Directors / Committees) ofDirectors appointment retirement and reappointment of Directors including the ManagingDirector and Whole-time Directors; k) payment of remuneration to Directors including theManaging Director and Whole-time Directors

I) Appointment and remuneration of Auditors and Cost Auditors;

m) Transfers and transmissions of the Company's shares and issue and dispatch ofduplicate certificates of shares;

n) Declaration and payment of dividends;

o) Transfer of certain amounts as required under the Act to the Investor Education andProtection Fund and uploading of details of unpaid and unclaimed dividends on the websitesof the Company and the Ministry of Corporate Affairs;

p) Borrowings and registration modification and satisfaction of charges whereverapplicable;

q) Investment of the Company's funds including investments and loans to others;

r) Form of balance sheet as prescribed under Part! form of statement of pre-fit and!os s as prescribed under Part II and General Instructions for preparation of the same asprescribed in Schedule VI to the Act; s) Directors' report;

t) Contracts common seal registered office and publication of name of the Companyand u) Generally all other applicable provisions of the Act and the Rules made urder theAct

3 I further report that:

a) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors

b) Non-Executive Directors and Independent Directors The changes in the composition ofthe Board of Directors that took place during the period under review were carried out incompliance with the provisions of the Act

c) Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting

d) Majority decision is carried through while the dissenting members’ views arecaptured and recorded as pari of the minutes

c) The Company has obtained all necessary approvals under the various provisions of theAct:

f) There was no prosecution initiated and no fines or penalties were imposed during theyear under review under the Act SEBI Act SCRA Depositories Act Listing Agreement andRules Regulations and Guidelines framed under these Acts against / onthe Company its Directors and Officers

g) The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness Conduct & Ethics for Directors and Management Personnel;

4 The Company has complied with the provisions of the Securities Contracts(Regulation) Act 1956 and the Rules made under that Act with regard to maintenance ofminimum public shareholding

5 I further report that the Company has complied with the provisions of theDepositories Act 1906 and the Byclaws framed thereunder by the Depositories with regardto dematerialization / rematerialisation of securities andreconciliation of records of dematerialized securities with all securities issued by theCompany

6 The Company has complied with the provisions of the FEMA 1999and the Rules and Regulations made under that Act to the extent applicable

7 I further report that:

a The Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited National Stock Exchange of India Limited and Calcutta StockExchange Limited;

b The Company has complied with the provisions of the Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations 2011 including theprovisions with regard to disclosures and maintenance of records required under the saidRegulations;

c The Company has complied with the provisions of the Securities and Exchange Hoard ofIndia (Prohibition of Insider Trading) Regulations 1992 including the provisions withregard to disclosures and maintenance of records required under the said Regulations:

8 I further report that based on the information received and records maintained Hereare adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines

I further report that there arc adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulat ons and guidelines

Signature: Company Secretary DHANBAD
Place: DHANBAD Name of Company Secretary: KIRAN ?HA
Date: 31st August 2015 CP No 13112

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