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Akashdeep Metal Industries Ltd.

BSE: 538778 Sector: Financials
NSE: N.A. ISIN Code: INE149Q01013
BSE 00:00 | 28 Feb 30.80 0.70
(2.33%)
OPEN

31.50

HIGH

31.60

LOW

30.10

NSE 05:30 | 01 Jan Akashdeep Metal Industries Ltd
OPEN 31.50
PREVIOUS CLOSE 30.10
VOLUME 951
52-Week high 49.00
52-Week low 18.75
P/E 154.00
Mkt Cap.(Rs cr) 26
Buy Price 28.60
Buy Qty 30.00
Sell Price 31.00
Sell Qty 1800.00
OPEN 31.50
CLOSE 30.10
VOLUME 951
52-Week high 49.00
52-Week low 18.75
P/E 154.00
Mkt Cap.(Rs cr) 26
Buy Price 28.60
Buy Qty 30.00
Sell Price 31.00
Sell Qty 1800.00

Akashdeep Metal Industries Ltd. (AKASHDEEPMETAL) - Director Report

Company director report

Dear Members

Akashdeep Metal Industries Limited

14 Dayanand Vihar Backside Ground Floor

Vikas Marg Ext. Delhi -110092

Your Directors have immense pleasure in presenting the 35th Annual Report ofyour Company together with the Audited Financial Statements for the financial year ended31st March 2019.

1. Financial Highlights

The financial performance of your Company for the year ended 31st March 2019is summarized below:-

Particulars Standalone For the year ended Consolidated For the year ended
31 March 2019 31 March 31 March 31 March
2018 2019 2018
Revenue from Operations 4223376 423090850 41533974.76 40642246
Other Income 2149806 - 8588242.22 429463510
Total Revenue 6373182 423090850 50122216.98 470105756
Less: Purchases - 418805310 - 418805310
Less: Employee Benefits Expenses 1300557 1030225 3455437.20 3291730
Less: Other Expenses 1005497.73 1600572 10170843.93 12949473.04
Profit Before Finance Cost 4067127.27 1654743 36495935.85 35059242.96
Depreciation & Taxes
Less: Finance Cost 7316 119420 15235896.30 13878589
Less: Depreciation and 31050 21386 1095870.46 1030466
Amortization
Profit/ Loss Before Tax 4028761.27 1513937 20164169.10 20150187.96
Less: Current Tax 1071999 545014 5987707 5469019
Less: Deferred Tax 5448.29 (130436) 772819.60 1102999
Profit/ Loss After Tax 2962210.56 1099359 14949281.70 13578169.96
Earnings per Share (Basic) (Rs.) 0.35 0.31 1.76 3.79
Earnings per Share(Diluted) (Rs.) 0.35 0.31 1.76 3.79

2. State of Company's Affairs

During the year under review the total income of the Company was Rs. 63.73 Lakhs asagainst Rs. 4230.91 Lakhs in the previous year. The Company earned Net profit of Rs.29.62 Lakhs in the current financial year as against a profit of Rs. 10.99 Lakhs in theprevious financial year. Your Directors are putting in their best efforts to improve theperformance of the Company.

3. Consolidated Financial Performance Review and Analysis

The Company achieved a consolidated turnover of Rs 415.34 Lakhs for the year ended 31stMarch 2019 and Consolidated Net Profit of Rs. 149.50 Lakhs.

4. Capital Structure

There was no change in the Company's issued subscribed and paid-up equity sharecapital during the year under review.

The Authorised Share Capital of your Company is Rs 85100000 (Rupees Eight CroresFifty One Lakhs) divided into 8510000 (Eighty Five Lakhs Ten Thousands) Equity Shares ofRs 10 (Rupees Ten) each.

5. Reserves & Surplus

Your Company has transferred the following sum to the Reserves for the financial Yearended March 31 2019:

Statutory Reserve Fund (SRF) @ 20 % of Net Rs.592442.11 provided towards Statutory
profit under Section 45 –IC of the RBI Act 1934: Reserve Fund
Transfer to Reserves Rs.592442.11

6. Public Deposits

Your Company has neither invited nor accepted any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the financial year ended 31st March 2019.

7. Material Changes and Commitments if any affecting the Financial Position ofthe Company between the end of the financial year and the date of the report.

The members of the company have accorded its approval through postal ballot to saletransfer or dispose the shares held by the Company in its Wholly Owned Subsidiary Companyi.e Anmol Financial Services Limited. Subsequently Anmol Financial Services Limited willcease to be subsidiary of Akashdeep Metal Industries Limited subject to the approval ofRBI in terms of RBI Directions made in this behalf.

8. Dividend

The Board of Directors of your Company has decided to retain and plough back theprofits into the business of the Company thus no dividend is being recommended for thisyear.

9. Subsidiaries/Joint Ventures/Associates

During the year under review no entity became or ceased to be the subsidiary of thecompany. M/s Anmol Financial Services Limited is the wholly owned subsidiary of thecompany. Company did not have any Joint Ventures and Associates. Further a statementcontaining the salient features of the financial statement of Subsidiary company in theprescribed format AOC-1 is appended as "Annexure I" to the Boards report.

Financial Highlights of Performance of M/s Anmol Financial services Limited a WhollyOwned

Subsidiary of the Company

Particulars For the Year ended 31st March 2019 For the Year ended 31st March 2018
Revenue from Operations 37310598.76 36359811.42
Other Income 6438436.22 10655094.51
Total Revenue 43749034.98 47014905.93
Less: Employee Benefits Expenses 2154880.20 2195505.00
Less: Other Expenses 9165347.24 11703303.15
Profit Before Finance Cost Depreciation & Taxes 32428807.54 33116097.78
Less: Finance Cost 15228580.30 13759050.99
Less: Depreciation and Amortization 1064820.46 1009080.58
Profit/ Loss Before Tax 16135406.78 18347966.21
Less: Current Tax 4915708 4924005.00
Less: Deferred Tax/ Liabilities 767371.32 3794.88
Profit/ Loss After Tax 11987070.10 13427756.09
Earnings per Share (Basic) (Rs.) 2.07 2.31
Earnings per Share(Diluted) (Rs.) 2.07 2.31

10. Change in the Nature of Business

There have been no changes in the nature of business of your Company during thefinancial year 2018-19.

11. Details of Directors and KMP appointed/ resigned during the Year

During the year under review Mr. Mohit Chauhan was appointed as Company Secretary andCompliance Officer of the Company in the Board meeting dated 1stSeptember 2018and consequently Mr. Ankit ceased to be the Company Secretary and Compliance Officer ofthe Company w.e.f. 1st September 2018.

The Board has laid down separate Codes of Conduct for Directors and Senior Managementpersonnel of the Company and the Independent Directors as per Schedule-IV of the CompaniesAct 2013. All Board Members and Senior Management personnel have affirmed compliance withthe Code of Conduct.

12. Declaration given by Independent Directors

The Non-Executive Independent Directors of the Company have given declaration statingthat they continue to confirm the criteria set out for Independent Director under Section149(6) of the Companies Act 2013 and Regulation 16 of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

13. Policy on Director's Appointment and Policy on Remuneration

In adherence to section 178(1) of the Companies Act 2013 the Board of Directors ofthe company regularly review the policy on director's appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matter provided under section 178(3) based on the recommendations ofthe Nomination and Remuneration Committee.

The Nomination and Remuneration Committee consists of 3(Three) Members i.e.

1. Mrs. Shallu Jain – Chairperson
2. Mr. Ram Pal Kasana – Member
3. Mr. Rajesh Gupta – Member

A copy of relevant policy is placed on the website of the company atwww.akashdeepmetal.in

14. Number of Meetings of the Board of Directors and Committee Meetings

I. Board Meetings

There were 8 (eight) Meetings held by Board of Directors during the Financial Year2018-19. Dates of the Board meeting are as under:

Sl. No. Date of the Board Meeting Sl. No. Date of the Board Meeting
1) 02.05.2018 2) 30.05.2018
3) 13.08.2018 4) 01.09.2018
5) 20.10.2018 6) 12.11.2018
7) 21.01.2019 8) 12.02.2019

Number of Meetings attended by the Board of Directors

Sl. No. Name of Director No. of Board Meetings Attended
1. Mr. Rajesh Gupta 7
2. Mr. Yash Pal Gupta 7
3. Mrs. Prachi Gupta 7
4. Mrs. Shallu Jain 1
5. Mr. Ram Pal Kasana 1
6. Mr. Deepak Kumar Jain 1
7. Mr. Surender Kumar Jain 1
8. Mrs. Kavita Jain 1
9. Mr. Atul Aggarwal 1
10. Mr. Saurabh Madan 1

II. Audit Committee Meeting

There were 5 (Five) Meetings held by the members of Audit Committee during theFinancial Year 2018-19. Date of the Audit Committee meeting is here as under:

Sl. No. Date of the Meeting
1) 30.05.2018
2) 13.08.2018
3) 01.09.2019
4) 12.11.2018
5) 12.02.2019

Number of Meeting attended by the Members of Audit Committee

Sl. No. Name of Director Designation No. of Board Meetings Attended
1. Mrs. Shallu Jain Chairperson 3
2. Mr. Ram Pal Kasana Member 2
3. Mr. Rajesh Gupta Member 5

III. Nomination and Remuneration Committee Meeting

There were 2 (Two) Meetings held by the members of Nomination and RemunerationCommittee during the Financial Year 2018-19. Dates of the Nomination and RemunerationCommittee meeting are as under:

Sl. No. Date of the Meeting
1) 02.05.2018
2) 01.09.2019

Number of Meeting attended by the Members of Nomination and Remuneration Committee

Sl. No. Name of Director Designation No. of Board Meetings Attended
1. Mrs. Shallu Jain Chairperson 1
2. Mr. Ram Pal Kasana Member 1
3. Mr. Rajesh Gupta Member 2

IV. Stakeholders Relationship Committee Meeting

There were 4 (Four) Meetings were held by members of Stakeholders RelationshipCommittee during the Financial Year 2018-19. Dates of the Stakeholders RelationshipCommittee meeting are as under:

Sl. No. Date of the Meeting
1) 30.05.2018
2) 13.08.2018
3) 20.10.2018
4) 21.01.2019

Number of Meeting attended by the Members of Stakeholders Relationship Committee

Sl. No. Name of Director Designation No. of Board Meetings Attended
1. Mrs. Yash Pal Gupta Chairperson 4
2. Mr. Ram Pal Kasana Member 1
3. Mr. Rajesh Gupta Member 4

15. Annual Evaluation of Board Performance and Performance of its Committees andIndividual

Directors

Pursuant to applicable provisions of the Companies Act 2013 the Board in consultationwith its Nomination & Remuneration Committee has formulated a framework containinginter-alia the process format attributes and criteria for performance evaluation of theentire Board of the Company its Committees and individual Directors includingIndependent Directors. The framework is monitored reviewed and updated by the Board inconsultation with the Nomination and Remuneration Committee based on need and newcompliance requirements.

Evaluation of the Board and its Committees is based on various aspects of theirfunctioning such as adequacy of the constitution and composition of the Board and itsCommittees matters addressed in the meetings processes followed at the meeting Board`sfocus regulatory compliances and Corporate Governance etc. are in place. Similarly forevaluation of individual Director's performance various parameters like Director`sprofile contribution in Board and Committee meetings execution and performance ofspecific duties obligations regulatory compliances and governance etc. are considered.

Accordingly the annual performance evaluation of the Board its Committees and eachDirector was carried out for the financial year 2018-19 by Nomination and RemunerationCommittee in consultation with the Board.

The performance evaluation of all the Independent Directors have been done by theentire Board excluding the Director being evaluated. On the basis of performanceevaluation done by the Board it determines whether to extend or continue their term ofappointment whenever their respective term expires. The Directors expressed theirsatisfaction with the evaluation process.

16. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following Committees constituted by the Boardfunction according to their respective roles and defined scope:

Audit Committee
Stakeholders Relationship Committee
Nomination and Remuneration Committee
Composition of the Committee of the Board of Directors of the Company is as below:
Audit Committee:
1. Mrs. Shallu Jain– Chairperson
2. Mr. Ram Pal Kasana–Member
3. Mr. Rajesh Gupta –Member
Stakeholders Relationship Committee:
1. Mrs. Shallu Jain– Chairperson
2. Mr. Ram Pal Kasana –Member
3. Mr. Rajesh Gupta –Member
Nomination and Remuneration Committee
1. Mrs. Shallu Jain– Chairperson
2. Mr. Ram Pal Kasana –Member
3. Mr. Rajesh Gupta –Member

17. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by theBoard.

18. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

Even though operations of the Company are not energy intensive the management has beenhighly conscious of the importance of conservation of energy and technology absorption atall operational levels and efforts are made in this direction on a continuous basis.

In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Companies Act 2013 read withrule 8 of the Companies (Accounts) Rules 2014 regarding Conservation of Energy andTechnology Absorption are not applicable on your Company and hence have not been provided

The Company has neither incurred any expenditure nor earned any income in foreignexchange during the Financial Year 2018-19.

19. Particulars of Employees and Remuneration

There are no employees who are in receipt of remuneration in excess of the limitsprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Accordingly details as required Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 have not been provided.

The details forming part of top ten employees in terms of remuneration of the Companyis annexed herewith as Annexure-II (a).

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is set out in Annexure-II (b) to this Report.

20. Related Party Transactions

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with related parties which mayhave a potential conflict with the interest of the Company. All Related Party Transactionsare placed before the Audit Committee for approval. Prior Omnibus approval of Auditcommittee has been obtained for transactions which are of repetitive nature.

There are no Related Party Transactions as prescribed under clause (h) of sub-section(3) of section 134 of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts)Rules 2014. Accordingly details of Related Party Transactions have not been provided.

For Further Details your attention is drawn to the Related Party disclosures set outin Note no.28 of the Financial Statements.

21. Particulars of Loans Guarantees and Investments

The full Particulars of the loans given investment made or guarantee given or securityprovided and the purpose for which the loan or guarantee or security is proposed to beutilized if any as per the provisions of sec 186 of the Companies Act 2013 are providedin the notes of accompanying Standalone Financial Statement.

22. Extract of Annual Return

As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of theCompanies (Management and Administration) Rules 2014 the details forming part of extractof annual return of the company in form MGT 9 is appended as Annexure III.

An extract of the Annual Return in MGT 9 is also placed on the website of the Companywww.akashdeepmetal.in.

23. Auditors and Auditor's Report

At the 34th Annual General Meeting of the Company M/s T.K. Gupta &Associates Chartered Accountants were appointed as Statutory Auditors to fill the casualvacancy caused by the resignation of M/s Prakash Santosh & Associates CharteredAccountants. The term of M/s T.K. Gupta & Associates as Statutory Auditor of theCompany expires at this Annual General Meeting. It is proposed to re-appoint M/s T.K.Gupta & Associates Chartered Accountants as Statutory Auditor of the Company for afurther period of 5 years i.e. from the conclusion of 35th Annual GeneralMeeting till the conclusion of 40th Annual General Meeting. M/s. T.K. Gupta& Associates Chartered Accountants have confirmed their eligibility and qualificationrequired under the act for holding the office as Statutory Auditors of the Company.

Auditors' report is without any qualification. Further the observations of theAuditors in their report read together with the Notes on Accounts are self-explanatory andtherefore in the opinion of the Directors do not call for any further explanation.

Further since the Auditors have not reported any instances involving Fraud in theirAudit Report the particulars as prescribed under Section 134(3) (ca) of the CompaniesAct 2013 have not been provided.

24. Secretarial Audit Report

As per provisions of Section 204 of the Companies Act 2013 the Board of Directors ofthe Company have appointed M/s Arvind Kushwaha & Associates Company Secretaries asthe Secretarial Auditor of the Company to conduct the Secretarial Audit for the financialyear 2018-19. The Secretarial Audit Report for the financial year ended March 31 2019 isannexed to this Report as "Annexure-IV".

The Secretarial Auditor's Report for the financial year 2018-19 does not contain anyqualification observation or adverse remarks and therefore in the opinion of theDirectors do not call for any further explanation.

25. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorized recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. The Companyhas an Internal Control System commensurate with the size scale and complexity of itsoperations.

In terms of section 138 of the Companies Act 2013 M/s Sunil K Varshney &Associates Chartered Accountants (FRN. 061031N) has been appointed as the InternalAuditors of your Company. The Internal Auditor monitors the compliance with the objectiveof providing to the Board of Directors an independent and reasonable assurance on theadequacy and effectiveness of the organization's governance processes.

26. Business Risk Management

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment. Your Company through its risk managementprocess strives to contain impact and likelihood of the risks within the risk appetite asdecided by the management.

There are no risks which in the opinion of the Board threaten the existence of yourCompany.

27. Cost Records and Cost AuditReport

In terms with the provisions of section 148 of the Companies act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 maintenance of cost records and appointmentof Cost Auditors are not applicable on your Company.

28. Vigil Mechanism

The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behavior.

Pursuant to Section 177(9) of the Companies Act 2013 a vigil mechanism was establishedfor directors and employees to report to the management instances of unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The copy of vigil mechanism policy is uploaded on the website of your company onwww.akashdeepmetal.in.

29. The Management Discussion and Analysis Report

The Management Discussion and Analysis Report under Regulation 34 read with Schedule Vof the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented as forming part of this Report as Annexure–V

30. Corporate Governance Report and Compliance certificate from either the auditors orpracticing company secretaries regarding compliance of conditions of corporate governancein terms of Clause C and E of Schedule-V of the SEBI (LODR) Regulations 2015

As per provisions of Regulation 15(2)of the SEBI (Listing Obligation & DisclosureRequirements) Regulations 2015 Compliance with the corporate governance provisions asspecified in regulations 17 17(A)18 19 20 2122 23 24(24A) 25 26 27 and clauses(b) to (i) of sub-regulation (2) of regulation 46 and Para C D and E of Schedule V shallnot apply in respect of- (a) the listed entity having paid up equity share capital notexceeding rupees ten crore and net worth not exceeding rupees twenty five crore as on thelast day of the previous financial year. (b) the listed entity which has listed itsspecified securities on the SME Exchange.

Since your company falls in the ambit of aforesaid exemption (a); hence compliance withthe provisions of Corporate Governance shall not apply on the Company and it does not formpart of this Report for the Financial Year-2018-19 and Certification from auditors orpracticing company secretaries regarding compliance of conditions of corporate governanceare also not required to be annexed with this Report.

31. Code of Conduct for Prevention of Insider Trading

Your Company's Code of Conduct for Prevention of Insider Trading covers all theDirectors senior management personnel persons forming part of promoter(s)/promotergroup(s) and such other designated employees of the Company who are expected to haveaccess to unpublished price sensitive information relating to the Company. The Directorstheir relatives senior management personnel persons forming part of promoter(s)/promotergroup(s) designated employees etc. are restricted in purchasing selling and dealing inthe shares of the Company while in possession of unpublished price sensitive informationabout the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to RegulateMonitor and Report Trading by Insiders. The Board has also approved the Code for FairDisclosure in line with SEBI (Prohibition of Insider Trading) Regulation 2015 and thesame can be accessed on company's website–www.akashdeepmetal.in.

32. Corporate Social Responsibility

Provisions of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility are not applicable on the Company for the financial year ended 31stMarch 2019.

33. Significant/Material orders Passed by the Regulators

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

34. Disclosures required under the Non-Systemically Important Non-Banking Financial(Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions2015

There was no auction conducted by the Company during the financial year in respect ofdefaulter in any loan accounts.

35. General

Your Board of Directors confirms that-

a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; b) Your Company does not have any ESOP scheme for itsemployees/Directors; and c) There is no scheme in your Company to finance any employee topurchase shares of your Company.

36. Directors' Responsibility Statement

Pursuant to the provisions of the Section 134(3) (c) and 134(5) of the Companies Act2013 the Directors to the best of their knowledge and belief confirm that: a. in thepreparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards and Schedule-III of the Companies Act 2013have been followed and there are no material departures from the same; b. the Directorshave selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of your Company as at 31st March 2019 and of the profit and loss of theCompany for the financial year ended 31st March 2019; c. proper and sufficient care hasbeen taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; d. the annual accounts have beenprepared on a ‘going concern' basis; e. proper internal financial controls laid downby the Directors were followed by the Company and that such internal financial controlsare adequate and were operating effectively; and f. Proper systems to ensure compliancewith the provisions of all applicable laws were in place and that such systems wereadequate and operating effectively.

37. Stock Exchange Listing

Your Company has paid the annual listing fees for the financial year 2018-19 to BSEwhere the shares of the Company are listed.

38. Policy on Prevention of Sexual Harassment of Women at Workplace

Your Company is committed to provide a safe and secure environment to its womenemployees across its functions as they are integral and important part of theorganization. Your Company has in place an Anti-Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. An Internal Complaints Committee (ICC) with requisite numberof representatives has been set up to redress complaints relating to sexual harassment ifany received from women employees and other women associates. The following is a summaryof sexual harassment complaints received and disposed off during the financial year2018-2019:

No. of Complaints received : Nil No. of Complaints disposed off : Nil

39. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation forthe co- operation and assistance the Company has received from Banks and variousGovernment Departments. The Board also places on record its appreciation of the devotedservices of the employees support and co-operation extended by the valued businessassociates and the continuous patronage of the customers of the Company.

By the Order of the Board
For Akashdeep Metal Industries Limited
Rajesh Gupta Yash Pal Gupta
Managing Director Director
DIN: 00006056 DIN: 00013872
Date: 24.08.2019 Add: 25 Hargovind Enclave Add: 306 Jagriti Enclave
Place:Delhi Delhi-110092 Delhi-110092