The Directors are pleased to present the 13th Annual Report of the Company together with Audited Accounts for the financial year ended 31st March, 2015.
(Rs in Lacs)
|Particulars||Current Year||Previous Year|
|Revenue from Operation (net)||1,14,769.22||1,47,569.53|
|Profit before Finance Cost, Depreciation and Tax||(652.34)||6,835.54|
|Less : Depreciation & Amortisation||7,366.14||5,963.79|
|Less : Finance Cost||11,309.93||11,520.08|
|Less : Tax Expenses||-||(2,996.32)|
|Net Profit after Tax||(19,328.41)||(7,652.01)|
|Add : Balance brought forward from previous year||9,438.50||17,090.51|
|Less: Adjustments relating to Fixed Assets||(29.42)||-|
|Balance carried over to Balance Sheet||(9,919.33)||9,438.50|
FINANCIAL AND OPERATIONAL REVIEW
During the year under review the Company has achieved nets Sales/Income from Operation of 1,14,769.22 Lacs as against 1,47,569.53 Lacs in previous year registering a decline of 22.22%. The Company incurred a net loss of 19,328.41 Lacs during the FY 2014-15 which is mainly attributed to depressed market for its products and lower capacity utilisation of plant impacting the net realisation and margin. Slower growth in several key sector of the economy has resulted in weaker domestic demand. On the other hand, mining crisis and rising inflation in the Country resulted in increase in the cost of raw materials and other overhead which could not be passed on the consumers.
CHANGES IN SHARE CAPITAL
To accommodate the Proposed allotment of Equity Shares consequent to proposed preferenti al issue, the board has increased the Authorised Share Capital from 1,22,25,00,000 to 1,41,20,00,000.
The Board of Directors in their meeting held on 30th May, 2015, has decided to raise a sum of 38.07 crores by issuing 1,90,35,000 Equity Shares of 10 each at a premium of 10 per share on preferential basis to the entities belonging to Promoter & Promoter group. The subject preferential issue has since been approved by the Shareholders through Postal Ballot results announced on 22nd July, 2015.
The Directors have not recommended any dividend on Equity Shares for the year under review.
The Board met Twenty Four (24) times during the year. The details of which are given in the Corporate Governance Report that forms the part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges.
DIRECTORS & KEY MANAGERIAL PERSONNEL
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.
During the year, Mr. Jayanta Kumar Chatterjee (DIN : 00059807), Independent Director of the Company has resigned from the directorship of the Company with effect from 3rd December, 2014. Mr. Jay Shanker Shukla (DIN : 06391367), Independent Director of the Company has resigned from the directorship of the Company with effect from 23rd March, 2015. Mr. Ankit Patni (DIN : 00034907), Managing Director of the Company has resigned from the Company with effect from 22nd August, 2015. The Board wishes to place on record its sincere appreciation of the contribution, advice, guidance extended by them during their tenure.
Pursuant to the provisions of Section 161 of the Companies Act, 2013, read with the relevant provisions in the Articles of Association, Mr. Rohit Jain (DIN : 07129693) was appointed as an Additional Director (Independent) by the Board of Directors of the Company with effect from 23rd March, 2015 to hold office up to the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing his candidature for the office of Independent Director. Mr. Rohit Jain qualifies to be an Independent Director pursuant to the provisions of Section 149(6) of the Companies Act, 2013 and Schedule IV of the Companies Act, 2013. He shall be appointed for a period of five years from the date of appointment.
Pursuant to the provisions of Section 149 (1) & 161 of the Companies Act, 2013, read with the relevant provisions in the Articles of Association and Clause 49 of the Listing Agreement entered into with the Stock Exchanges, Mrs. Sujata Agarwal (DIN : 06833458) was appointed as an Additional Director (Independent) by the Board of Directors of the Company with effect from 23rd March, 2015 to hold office up to the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing her candidature for the office of Independent Women Director. Mrs. Sujata Agarwal qualifies to be an Independent Women Director pursuant to the provisions of Section 149 (1) & 149(6) of the Companies Act, 2013 and Schedule IV of the Companies Act, 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, read with Schedule V, Mr. Sanjay Singh (DIN : 00531906), Executive Director, whose tenure is expiring 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, 2013, Mr. 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 office upto the date of ensuing Annual General Meeting. The Company has received a notice in writing from a member proposing his candidature for the office of Non-Executive Director whose period of office would be liable to be determined by retirement of Directors by rotation.
The brief particulars of the said Directors have been given in the notice convening the ensuing Annual General Meeting and annexed as an additional information to the notice as required under Clause 49 of the Listing Agreement and your board recommends their appointment/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 the Company with effect from 26th April, 2014. However, he resigned from the services of the Company with effect from 18th February, 2015.
Consequent to Mr. Bishwanath Choudharys resignation, the Board had appointed Mr. Anand Jain (PAN : AFVPJ5630D) as the Chief Financial Officer of the Company with effect from 4th May, 2015.
Company Secretary & Compliance Officer
Mr. Chandra Kumar Jain (PAN : AEPPJ8634J), Company Secretary and Compliance Officer of the Company had resigned from the post with effect from 29th May, 2015.
Consequent to Mr. Chandra Kumar Jains resignation, the Board had appointed Mr. Nikhil Deora (PAN : BDZPD9721N) as the Company Secretary and Compliance Officer of the Company with effect from 29th May, 2015.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors and external agencies, the reviews performed by Management and the relevant Board Committees, the Board, with the concurrence of the Audit Committee, is of the opinion that the Companys internal financial controls were adequate and effective as on 31st March, 2015.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors to the best of their knowledge and ability confirm:
a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) that we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
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 internal financial controls are adequate and were operating effectively; and
f) that proper systems to ensure compliance with the provisions of all applicable laws were 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 Stock Exchanges, the Company has prepared Consolidated Financial Statements in accordance with the relevant Accounting Standards (AS-21) issued by the Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statements along with the Auditors Report thereon form part of the Annual Report.
The Companys credit rating for Long-Term Loan debts/facilities is C+ (C Plus) and Short-Term Loan Debts/facilities is A4 (A four) rated by the ICRA Ltd.
The Company has not accepted any fixed deposits from the public and as such, no amount of principal and interest was outstanding as on the date of the Balance Sheet.
The properties and insurable assets and interests of the Company, like building, plant and 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 31st March, 2015, in Form MGT 9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith 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 of section 186 of the Companies Act, 2013. The details of the investments made by Company are given 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. Rohit Jain are Independent Directors on the Board of the Company. In the opinion of the Board and as confirmed by these Directors, they fulfils the conditions specified in Section 149(6) of the Companies Act, 2013, and the Rules made there under about their status as Independent 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%|
M/s. R. Kothari & Company (FRN: 307069E), Chartered Accountants, retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Company has received a certificate confirming their eligilibility to be re-appointed as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and Rules framed there under. The Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accounts of India as required under the provisions of revised Clause 49 of the Listing Agreement with the Stock Exchanges.
STATUTORY AUDITORS OBSERVATION
There are no qualifications or adverse remarks in the Auditors Report which require any clarification/explanation. The Notes to accounts referred to in the Auditors Report are self-explanatory, and therefore, do not call for any further comments/explanations.
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, the Board of Directors has re-appointed Mr. S. Banerjee, Cost Accountants (Membership No. 9780), as Cost Auditor of the Company at a remuneration of 35,000/- plus applicable taxes and re-imbursement of out of pocket expenses incurred by them to conduct an audit of the cost accounting records maintained by the Company for the current financial year beginning from 1st April, 2015 and ending on 31st March, 2016. As required under Section 148 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 ensuing Annual General Meeting for ratification by the members.
INTERNAL AUDIT REPORT
During the year, M/s. Charupreeti & Co. (FRN : 3268561), Chartered Accountants has given their Internal Audit Report for the quarter ended 31st March, 2015 and has resigned as Internal Auditor of the Company. Further, M/s. NR & Associates (FRN : 102903), Cost Accountants has given their consent to be appointed as Internal Auditor of the Company for the 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 of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report.
SECRETARIAL AUDITORS 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 in filling.
(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 Foreign Exchange Earning and Outgo as required under Section 134(3)(m) read with Rule 8 of Companies 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 for maintaining proper accounting, cost control and efficiency in operation.
The Company also has adequate system to ensure that all of its assets are safeguarded and protected against loss from unauthorised use or disposition and transactions are authorised, recorded, and reported correctly. The internal control system is supplemented by 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 Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV and forms a part of this Report. DECLARATION ON COMPLIANCE WITH CODE OF CONDUCTS
The Board has formulated a Code of Conduct for the Board Members and Senior Management of the Company, which has been posted on the website of the Company.
It is hereby affirmed that all the Directors and Senior Management Personnel have complied with the Code and a confirmation to that effect has been obtained from the Directors and the Senior Management.
PREVENTION OF INSIDER TRADING
The Company already had a structured Code of Conduct for Prevention of Insider Trading since long back, with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code has been further streamlined to keep parity with the new Companies Act, 2013.
The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All the directors and the designated employees, who hold any shares in the Company, have 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/Tribunals which would impact the going concern status of the Company and its future operations.
The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration. A note on Remuneration Policy has been made a part of the Corporate Governance Report.
RISK MANAGEMENT POLICY
The Company has a defined Risk Management framework under the authority of Board to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
The Risk Management Policy provides for identification of risk, its assessment and procedures to minimise risk. The policy is periodically reviewed to ensure that the executive 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 women employees across its functions, as they are integral part of the organisation. The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with 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 any Complaints pertaining to Sexual Harassment.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Contracts/Arrangements/Transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions between the Company and the Directors, the management or the relatives except for those disclosed in the financial statements.
Accordingly, particulars of contracts or arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 (Annexure V) is NIL.
In terms of provision of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Power) Rules, 2014 and Clause 49 of the Listing Agreement the Board has adopted a Vigil Mechanism for the Company in its meeting held on 30th May, 2014. This policy is formulated to provide opportunity to all the employees to access in good faith, to the Audit Committee of the Company in case they observe any unethical and improper practice or behavior or wrongful conduct in the Company and to prohibit managerial personnel from taking adverse personnel action against such employee.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.
A note on Board Evaluation has been made a part of the Corporate Governance Report under the head "Performance Evaluation of Independent Directors".
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out in Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms an integral part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Managements Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of this Annual Report.
As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. The Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request.
MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE STATEMENTS RELATES AND THE DATE OF THE REPORT
Pursuant to the Corporate Debt Restructuring Scheme which has got sanctioned provisionally on 17th September, 2014, the Board of Directors have decided in their meeting held on 30th May, 2015 to issue and allot 1,90,35,000 (One Crore Ninety Lacs and Thirty 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 and Promoter Group. Subsequently, the shareholders of the Company at their meeting of Postal Ballot held on 22nd July, 2015 have approved the said issue of Equity Shares on preferential basis.
The Company has received In-Principle approval form BSE Limited on 10th August, 2015 and form National Stock Exchange of India Limited (NSE) on 13th August, 2015. The Company has received 38.07 Crore as unsecured Loan from the Promoters and Promoter Group which shall 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 be disclosed are annexed herewith and form a part of this Directors Report:
|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)|
The Board also desires to place on record its appreciation for the support and co-operation received from its Shareholders, Regulatory & Government Authorities, Suppliers, Customers and Bankers. The Company has always looked upon them as partners in its progress. It will be the Companys endeavour to build and nurture strong links with trade based on mutuality, respect and co-operation with each other. The Board wishes to record their deep sense of appreciation for the committed services of all the employees of the Company.
For and on behalf of the Board
Ankit Metal Power Limited
Suresh Kumar Patni
Kolkata, 22nd August, 2015
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 Arc Furnace.
Effective use of by product gases and waste char for Power Generation.
Installation of energy efficient light fittings in shop floor, offices and other areas.
Effective maintenance and daily monitoring of capacitor bank for improvement in power factor.
Replacement of old motors with energy efficient motors.
b. Additional investments and proposals, if any, being implemented for reduction of consumption of energy :
To further install energy efficient light fittings, resizing of motor, etc. The Company also proposes to install solar power equipments like night lighting systems and solar power pump sets to further conserve carbon emitting thermal power.
c. Impact of the measures at (a) and (b) above, for reduction of energy consumption, and 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 - A attached.
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, development of new export markets for products and services and export plans : The Company is actively exploring the export market and has taken various initiative to export its products.
b. Total Foreign Exchange used and earned :
(Rs in Lacs)
|1. Foreign Exchange earned||-||255.63|
|2. Foreign Exchange used||7,007.86||9,284.09|
FORM - A
(Disclosure of particulars with respect to Conservation of Energy)
|A. Power & Fuel Consumption|
|Units (in Lacs-KWH)||81.16||124.45|
|Total amount (Rs in Lacs)||1,091.31||1,230.80|
|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|
|ii) Through Steam Turbine/Generator|
|Units (in Lacs-KWH)||1,347.31||1,564.53|
|Total amount (Rs in Lacs)||7,607.05||7,360.84|
|Quantity (in MT)||2,91,435.44||3,42,515.89|
|Total Cost (Rs in Lacs)||16,948.30||19,853.75|
|Average Rate (in Rs)/MT||5,815.46||5,796.45|
|3. Furnace Oil|
|Total Cost (Rs in Lacs)||3,799.73||3,910.16|
|Average Rate (in Rs)||37,149.04||50,869.03|
|B. CONSUMPTION (IN UNITS) PER TONNE OF PRODUCTION|
|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|
|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 : The Company 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
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.|
i) No other Director other than the Managing Director and Executive Director has received 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 of employees.
iii) There were 632 Permanent employees on the pay roll of Company as on 31st March, 2015.
iv) The remuneration of the Key Managerial Personnel put together is 66.30 Lacs which increased by 2.19 % from 64.88 Lacs as against a loss at the PBT level in the financial year 2014-2015.
v) The remuneration of the Key Managerial Personnel (KMPs) is linked to the market and is commensurate with their diverse responsibilities and experience
vi) The market capitalization of the Company as on 31st March, 2015 decreased by 58.15%, when compared to that of 31st March, 2014. The Company has not made any public offer in the recent past and accordingly comparison of public offer price and the current market price of the Companys shares will not be relevant.
vii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendati ons of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors and Senior Management Personnel.
viii) It is hereby affirmed that the remuneration paid during the financial year ended 31st March, 2015 is as per the Remuneration Policy of the Company.
FORM AOC 2
1. Details of Contracts or Arrangements or Transactions not at Arms 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|
2. Details of Material Contracts or Arrangements or Transactions at Arms 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|
For and on behalf of the Board
Ankit Metal Power Limited
Suresh Kumar Patni
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 the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
ANKIT METAL & POWER LIMITED
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ankit Metal & Power Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Ankit Metal & Power Limiteds books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit and as per the explanations given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2015 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by Ankit Metal & Power Limited for the financial 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 made there under, as applicable;
ii. The Securities Contract (Regulation) Act, 1956 (SCRA) and the rules made there under;
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 there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the audit period);
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) 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 Disclosure Requirements) Regulations, 2009 (Not applicable to the Company during the audit period);
d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Share Purchase Scheme) Guidelines, 1999 (Not applicable to the Company during the audit 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 Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (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 specifically applicable to the Company.
We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test check basis, the Company has generally complied with the laws applicable to the Company.
We have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards of The Institute of Company Secretaries of India with respect to board and general meetings. (Not notified hence not applicable to the Company during the 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 to us and the representations made by the Management, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines etc. mentioned above except to the extent as mentioned below:
i. There was a delay in filing of various MGT 14 forms for resolution specified under section 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 of Director.
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 of Executive Directors, Non-Executive Directors and Independent Directors. No changes in the composition 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 schedule the Board Meetings. Agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Decisions at the Board Meetings, as represented by the management, were taken unanimously.
We further report that as per the explanations given to us and the representations made by the Management and relied upon by us there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance 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 Association in 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 of Approval by the CDR EG upon the approval of Corporate Debt Structuring Package vide letter No. BY.CDR(PMJ)/No. 427/2014-15 dated September 17, 2014 which was further confirmed by CDR Cell that it is the final LOA vide letter no. BY.CDR(VB)/No. 565/2014-15 dated November 21, 2014. The company has restructured its credit facilities granted/continued by the Consortium Lenders amounting to Rs. 1280.03 Crores.
For A J & ASSOCIATES
CS ABHIJEET JAIN
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 A and forms an integral part of this report.
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 the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
For A J & ASSOCIATES
CS ABHIJEET JAIN
FCS No. : 4975
C. P. No. : 3426
Date : 22.08.2015
Place : Kolkata