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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) - Director Report

Company director report

To the Members

Your Directors have pleasure in submitting their Annual Report of the Company togetherwith the Audited Statements of Accounts for the year ended 31st March 2015

1 Financial Summary

(Amount in Rs)
As at the end of current reporting period As at the end of previous reporting period
Total Revenue 179252079 154365864
Total Expenses 175952410 151429538
Profit or Loss before Exceptional and Extraordinary items and Tax 3299670 2936326
Less: Exceptional Items -
Less: Extraordinary Items -
Profit or Loss bofore Tax 3299670 2936326
Less: Current Tax 628752 559517
MAT Credit (628752) (559517)
Deferred T ax (21997) 74341
Profit or Loss After Tax 3321667 2861985
Add: Balance as per last Balance Sheet 9507493 6645508
Less: Transfer to Reserves - -
Less: Adjustment relating to Fixed Assets (2525002) -
Balance Transferred to Balance Sheet 10304159 9507493

Total Revenue

Total income of the Company for the financial year 2014-15 comprises of Net Sales workcontract receipt and other income amounts to Rs 1 780 Lac which is a increase of 16 88 %over last year s figure

Profit Before Tax

Profit before tax for the year under review was Rs 32 99 Lacs a increase of 12 36 %over the last year s figure

Profit after Tax

Profit after tax for the year under review was profit of Rs 33 22 Lacs registered anincreased of 16 07% over the last year s figure

Earnings per share for the year under review were Rs 127 as compared to Rs 1 09 forthe last year Net worth

Net worth of the Company for the financial year 2014-15 is Rs 416 94 Lac as against Rs408 97 Lac of the last year

3 Dividend

No Dividend has been declared for the current financial year

4 Corporate governance

Your Company has fully complied with the requirements of Clause-49 of the ListingAgreement regarding Corporate Governance A Report on Corporate Governance Practices andthe Audito s Certificate on compliance of mandatory requirements thereof is given asannexure to this report

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year

6 Review of Business Operations and Futu? Prospects

Your Directors are optimistic about company's business and hopeful of betterperformance with increased revenue in next year There was no change in the nature ofbusiness of company

During the last Financial Year your Company had invested to procure various automaticmachines and Jigs Fixtures & Dies for development of extra large fabricated itemssuch as Bog Frame Assembly Side Wall Assembly Roof Assembly Under frame Assembly etcof different Diesel & Electric Locomotives and Coaches Your company had assured todevelop all the pending products by the end of the year 2015-2016 and we have greatpleasure to inform you that sincere efforts were made by management and workers of thefactory and following products are sucessfuily developed till date -

1 Bogie frame assembly of WAP-9/WAP-7 for Electric locomotives

2 Bolster assembly of WAG-9H Locomotives

3 Side wall assembly of WAG-9H/WAG-7 Locomotives

4 Head stock assembly of wag-9h locomotives

5 KIT for under frame for EMD Locomotives

To maintain its current dominance in the domestic market and to meet the futurechallenges your Company is working on a long term strategic plan which will steer theCompany towards a target of manufacture 50 Bogies frame per month thereby meeting thestrategic objectives of achieving leadership in market

6 Opportunitigs & threats

There is a demand for machined castings and fabricated items m Domestic as well asInternational Market However threats from firms as well as Wagon manufacturers are stillcontinuing As their prices are very low developed and established firms are not able tomatch their prices In line with the aspirations of ongoing growth in the fiscal year2014-15 company is integrating its resources and investing in new technologies to achievegreater performance and long term growth Company is quite hopeful to get electrical powerfrom DVC very shortly and to re-start its Foundry Division by end of this Financial YearOnce Steel Foundry Division gets started your company is bound to take a quantum jumpfrom its existing position

7 Material changes and commitment if any affecting the financial position of thecompany occurred between the end of the financial year to which this financial statementrelated and the date of the report

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report

The provisions of Section 134(m) of the Companies Act 2013 do not apply to our Companyas far as Conservation of Energy or Technology Absorption are concerned

Foreign Exchange Outgo:

(Amount in )
Nature of Expense 2014-15 2013-14
Stores & Spares Purchased 493181 975799

9 Statement concerning development and implementation of Risk Management Policy of thecompany

The current economic environment in combination with significant growth ambitions ofyour company carries with it an evolving set of risks Company recognises that theserisks need to be managed to protect its customers employees shareholders and otherstakeholders to achieve its business objectives and enable sustainable growth Risk andopportunity management is therefore a key element of the overall corporate strategy

10 Details of policy developed and implemented by the company on its Corporate SocialResponsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable

11 Particulars of Loans Guarantees or Investments made under section 186 of TheCompanies Act 2013

Company maintained proper records for loans guarantees or investments made by theCompany under Section 186 of the Companies Act 2013 during the year under review

12 Particulars of Contracts or Arrangements made with Related Parties

Particulars of contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 is given as annexure to this report

13 Explanation or Comments on qualifications reservations or adverse remarks ordisclaimers made by the Auditors and the Practicing Company Secretary in their reports

There are no qualifications reservations or adverse remarks made by the Auditors intheir report

14 Company’s policy relating to Directors Appointment Payment of Remunerationand Discharge of their Duties

Your Company has created a Nomination and Remuneration Committee which regulates andmonitors directors appointment payment of remuneration and evaluates their performance indischarge of there duties

15 Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexure Aand is attached to this Report

16 Number of Board Meetings conducted during the year under review

The Company has conducted twenty Board Meetings during the financial year under review

17 Directors' Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed 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 mainten??of adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) the directors have prepared the annual accounts on a going concern basis

e) the Company being unlisted sub clause (e) of section 134(3) of the Companies Act2013 pertaining to laying down internal financial controls is not applicable to theCompany; and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively

18 Subsidiaries Joint Ventures and Associate Companies

The Company does not have any Subsidiary Joint venture or Associate Company during theyear given in annexure enclosed

19 Deposits

The Company has neither accepted nor renewed any deposits during the year under review

20 Directors

Mr Navin Kumar Tulsyan (DIN 00304819) is hereby appointed as an Independent Director ofthe Company and he shall hold office for a term of five consecutive years from the date ofthis Annual General Meeting or till the date of the 36th Annual General Meeting whicheveris earlier

Mrs Nikeeta Agarwalla (DIN 05155503) is hereby appointed as an Non-Executive Directorof the Company and She shall hold office for a term of five consecutive years from thedate of mis Annual General Meeting or till the date of the 38th Annual General Meetingwhichever is earlier'

21 Declaration of Independent Directors

Company received declaration from independent director under the provisions of Section149 of Company Act 2013

22 Adequacy of Internal Financial Controls with reference to Financial Statements

The company has adequate Internal Control System commensurate with the size and natureof the business The system has been designed to ensure that all assets are acquiredeconomically used efficiently and protected against toss destruction or unauthorized useAll resources are used efficiently and effectively Accounting Financial and otheroperational information are accurate reliable and provided timely and ail applicable lawsand internal policies are complied with true spirit

23 Auditors

M/s Ashok Kodia & Company Chartered Accountants were appointed os StatutoryAuditors for u period of 5 years in the Annual General Meeting held in the year 2015 andare eligible for reappointment subject to ratification of members at ensuing AnnualGeneral Meeting of the company

24 Disclosure of composition of Audit Committee and providing Vigil Mechanism

The provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7 of theCompanies (Meetings of the Board and its Powers) Rules 2013 regarding the Audit Committeeand Vigil Mechanism are formed and works as per the porision of act


During the year under review the company has undertaken following transactions

Increase in Share Capital Buy Back of Securities Sweat Equity Bonus Shares Employees Stock Option Plan
Nil Nil Nil Nil Nil

26 Details of significant and material orders passed by the Regulators Courts AndTribunals

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future

27 Financial Statements

Pursuant to Clause 41 of the Listing Agreement entered into with the stock exchangesthe Board of Directors has pleasure in attaching the Financial Statement prepared inaccordance with the Accounting Standards prescribed by the Institute of CharteredAccountants of India Since your Company does not have any subsidiary preparation of theConsolidated Financial Statement is not required

The Company confirms that it has paid the Annual Listing Fees for the year 2014-2015 toBSE and CSE where the Company's Shares are listed

28 Acknowledgement

Your Directors place on record their sincere thanks to the bankers businessassociates consultants and vanous Government Authorities for their continued supportextended to your Companies activities during the year under review Your Directors alsoacknowledges gratefully the shareholders for their support and confidence reposed on yourCompany

For apd on behalf of the Board of Directors

Ashok Khaitan Suyash Khaitan
Director Director
DIN: 00293871 DIN: 03349969
Place: Kolkata
Date: 30st May 2015