Aditya Forge Ltd.
|BSE: 522150||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE281H01013|
|BSE 00:00 | 04 Mar||Aditya Forge Ltd|
|NSE 05:30 | 01 Jan||Aditya Forge Ltd|
Aditya Forge Ltd. (ADITYAFORGE) - Director Report
Company director report
ADITYA FORGE LIMITED
415 GIDC RAMANGANDI POR N H 8 VADODARA GJ IN
Your Directors have pleasure in presenting the Annual Report together with the AuditedStatement of Accounts of your Company for the Year ended March 31 2018.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31 2018:
2. STATE OF AFFAIRS :
The Company is engaged in the business of Manufacture of Forge Components from Carbonand & Stainless Steel and Fittings from Seamless Pipes. There has been no change inthe business of the Company during the financial year ended 31st March 2018.
The company has yet not been able to come out of the financial difficulties which werelargely on account of its erstwhile Banker - Madhvapura Cooperative Bank Ltd. (MMCB). MMCBcollapsed financially due to Ketan Parekh Stock market Scame in 2001 and did not financedthe assured Working Capital to our unit even after implementation of expansion ofinstalled capacity through disbursement of Term Loan. The Financial blow was lethal andunit could not sustain the business and financial loss.
Reserve Bank of India suspended the license of MMCB and ultimately bank was taken toliquidation. The Official liquidator has been struggling to complete liquidationformalities.
In the process recovery suits have been filed against the Company. Your directors havealso filed damages suit for loss of export business for over Rs 20 Crores in the year2001-02 against the Bank for non-disbursement of working capital finance. The deadlockwith Madhavpura Cooperative Bank Ltd over OTS amount has not been resolved yet. Howeverthe present liquidator has shown positive attitude and your Directors are hopeful for afavourable resolution.
The highlights of the Company's performance are as under: -
There is a small increase in revenue from Rs. 136.85 Lakhs to Rs. 137.50 Lakhs. Therehas been shift in the operations from Job Work to Manufacturing and therefore there hasbeen an improvement in the profitability. Due to shifting to Manufacturing from Job Workbusiness the company has incurred expenses on higher side. However due tonon-availability of working capital finance continuous under-utilization of the installedcapacity the unit has not been able to come out of loss.
3. WEB LINK OF ANNUAL RETURN
Web Link has been provided on Company's Website: www.aditvaforge.com
4. MEETINGS OF BOARD OF DIRECTORS
Five Board Meetings were held during the Financial Year ended March 31 2018 i.e.(15.04.201713.07.2017 02.09.2017 15.12.2018 23.02.2018).The maximum gap between any twoBoard Meetings was less than one Hundred and Twenty days.
The names of members of the Board their attendance at the Board Meetings are as under:
5. DETAILS OF FRAUD REPORT BY AUDITOR:
As per auditors' report no fraud u/s 143(12) reported by the auditor.
M/s. KJ. SHAH & CO Chartered Accountants (Firm Registration No. 132369W) who arethe statutory auditors of the Company hold office in accordance with the provisions ofthe Act up to this Annual General Meeting and from whom necessary consent has beenobtained under section 141 of the Companies Act 2013 are eligible for re-appointment asrequired under the provisions of Section 139 of the Companies Act 2013.
7. BOARD'S COMMENT ON THE AUDITORS' REPORT :
The observations of the Statutory Auditors when read together with the relevant notesto the accounts and accounting policies are self-explanatory and does not call for anyfurther comment.
8. PARTICULARS OF LOANS AND INVESTMENT
The company's books of accounts show following investments which are on account ofPurchase of Shares in accordance of Sanction Terms of Loans by these Cooperative Banks andnot to be considered as Investments of business strategy:
Madhavpura Mercantile Co. op Bank Ltd. - Rs. 1625000 Baroda City Co-op Bank Ltd. - Rs.6600
The Company has not given any corporate guarantee and/or mortgaged assets as securitiesduring the year under review.
9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year ended31st March 2018 were on an arm's length basis and were in the ordinary course ofbusiness. Therefore the provisions of Section 188 of the Companies Act 2013 were notattracted. Further there are no materially significant related party transactions duringthe year under review made by the Company with Promoters Directors or other designatedpersons which may have a potential conflict with the interest of the Company at large.Thus disclosure in Form AOC-2 is not required.
10. TRANSFER TO RESERVE:
No amount was transferred to the reserves during the financial year ended 31st March2018.
No Dividend was declared for the current financial year due to conservation ofProfits/due to loss incurred by the Company /due to insufficient profit.
12. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report
IS. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:
A. Conservation of Energy Technology Absorption
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.
B. Foreign Exchange earnings and Outgo
14. RISK MANAGEMENT POLICY :
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximise the realization ofopportunities. The Company has laid down a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Board from time to time. These procedures are reviewedto ensure that executive management controls risk through means of a properly definedframework. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated in the areas such as business project executionevent financial human environment and statutory compliance.
15. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint Venture or Associate Company.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
There has been no change in the constitution of Board during the year under review i.e.the structure of the Board remains the same.
In view of the applicable provisions of the Companies Act 2013 the Company is not imandatorily required to appoint any whole time KMPs.
17. The Company has not accepted any deposits during the year under review.
18. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
19. COST RECORD
The provision of Cost audit as per section 148 doesn't applicable on the Company.
20. 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.
21. CONSTITUTION OF COMMITTEE - SEXUAL HARASSMENT AT WORKPLACE
The Company has constituted committee under the sexual harassment of women at workplace(prevention prohibition and Redressal) Act 2013 and However company has complied withthe provisions of the same.
22. CONSOLIDATED FINANCIAL STATEMENTS
Company doesn't have any subsidiaries so there is no need to prepare consolidatedfinancial statement for the F. Y. 2017-18
23. DIRECTOR'S RESPONSIBILITY STATEMENT :
Pursuant to Section 134(3) (c) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
a) In the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same.
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 as at March 312018 and of the profit ofthe Company for the year ended on that date.
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
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.
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such system are adequate and operating effectively.
Your Directors would like to express their sincere appreciation for the assistance andcooperation received from the banks Government authorities customers vendors andmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.