Akashdeep Metal Industries Ltd Directors 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 of your Company together with the Audited Financial Statements for the financial year ended 31st March 2019.

1. Financial Highlights

The financial performance of your Company for the year ended 31st March 2019 is 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 4,223,376 423,090,850 41,533,974.76 40,642,246
Other Income 2,149,806 - 8,588,242.22 429,463,510
Total Revenue 6,373,182 423,090,850 50,122,216.98 470,105,756
Less: Purchases - 418,805,310 - 418,805,310
Less: Employee Benefits Expenses 1,300,557 1,030,225 3,455,437.20 3,291,730
Less: Other Expenses 1,005,497.73 1,600,572 10,170,843.93 12,949,473.04
Profit Before Finance Cost, 4,067,127.27 1,654,743 36,495,935.85 35,059,242.96
Depreciation & Taxes
Less: Finance Cost 7,316 119,420 15,235,896.30 13,878,589
Less: Depreciation and 31,050 21,386 1,095,870.46 1,030,466
Amortization
Profit/ Loss Before Tax 4,028,761.27 1,513,937 20,164,169.10 20,150,187.96
Less: Current Tax 1,071,999 545,014 5,987,707 5,469,019
Less: Deferred Tax 5,448.29 (130,436) 772,819.60 1,102,999
Profit/ Loss After Tax 2,962,210.56 1,099,359 14,949,281.70 13,578,169.96
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 Companys Affairs

During the year under review, the total income of the Company was Rs. 63.73 Lakhs as against Rs. 4,230.91 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 the previous financial year. Your Directors are putting in their best efforts to improve the performance 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 31st March, 2019 and Consolidated Net Profit of Rs. 149.50 Lakhs.

4. Capital Structure

There was no change in the Companys issued, subscribed and paid-up equity share capital during the year under review.

The Authorised Share Capital of your Company is Rs 8,51,00,000 (Rupees Eight Crores Fifty One Lakhs) divided into 85,10,000 (Eighty Five Lakhs Ten Thousands) Equity Shares of Rs 10 (Rupees Ten) each.

5. Reserves & Surplus

Your Company has transferred the following sum to the Reserves for the financial Year ended March 31, 2019:

Statutory Reserve Fund (SRF) @ 20 % of Net Rs.592,442.11 provided towards Statutory
profit under Section 45 –IC of the RBI Act, 1934: Reserve Fund
Transfer to Reserves Rs.592,442.11

6. Public Deposits

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

7. Material Changes and Commitments, if any, affecting the Financial Position of the 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 sale, transfer or dispose the shares held by the Company in its Wholly Owned Subsidiary Company i.e Anmol Financial Services Limited. Subsequently Anmol Financial Services Limited will cease to be subsidiary of Akashdeep Metal Industries Limited subject to the approval of RBI 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 the profits into the business of the Company, thus no dividend is being recommended for this year.

9. Subsidiaries/Joint Ventures/Associates

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

Financial Highlights of Performance of M/s Anmol Financial services Limited, a Wholly Owned

Subsidiary of the Company

Particulars For the Year ended 31st March 2019 For the Year ended 31st March 2018
Revenue from Operations 37,310,598.76 36,359,811.42
Other Income 6,438,436.22 10,655,094.51
Total Revenue 43,749,034.98 47,014,905.93
Less: Employee Benefits Expenses 2,154,880.20 2,195,505.00
Less: Other Expenses 9,165,347.24 11,703,303.15
Profit Before Finance Cost, Depreciation & Taxes 32,428,807.54 33,116,097.78
Less: Finance Cost 15,228,580.30 13,759,050.99
Less: Depreciation and Amortization 1,064,820.46 1,009,080.58
Profit/ Loss Before Tax 16,135,406.78 18,347,966.21
Less: Current Tax 4,915,708 4,92,4005.00
Less: Deferred Tax/ Liabilities 767,371.32 3,794.88
Profit/ Loss After Tax 11,987,070.10 13,427,756.09
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 the financial 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 and Compliance Officer of the Company in the Board meeting dated 1stSeptember, 2018 and consequently Mr. Ankit ceased to be the Company Secretary and Compliance Officer of the Company w.e.f. 1st September, 2018.

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

12. Declaration given by Independent Directors

The Non-Executive Independent Directors of the Company have given declaration stating that they continue to confirm the criteria set out for Independent Director under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

13. Policy on Directors Appointment and Policy on Remuneration

In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of the company regularly review the policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matter provided under section 178(3), based on the recommendations of the 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 at www.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 Year 2018-19. 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 the Financial 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 Remuneration Committee during the Financial Year 2018-19. Dates of the Nomination and Remuneration Committee 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 Relationship Committee during the Financial Year 2018-19. Dates of the Stakeholders Relationship Committee 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 and Individual

Directors

Pursuant to applicable provisions of the Companies Act, 2013 the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

Evaluation of the Board and its Committees is based on various aspects of their functioning, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the meetings, processes followed at the meeting, Boards focus, regulatory compliances and Corporate Governance, etc., are in place. Similarly, for evaluation of individual Directors performance, various parameters like Directors profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc., are considered.

Accordingly, the annual performance evaluation of the Board, its Committees and each Director was carried out for the financial year 2018-19 by Nomination and Remuneration Committee in consultation with the Board.

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

16. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function 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 the Board.

18. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all 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, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology 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 foreign exchange 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 limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) 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 Company is annexed herewith as Annexure-II (a).

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial 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 on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee for approval. Prior Omnibus approval of Audit committee 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 out in 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 security provided and the purpose for which the loan or guarantee or security is proposed to be utilized, if any as per the provisions of sec 186 of the Companies Act, 2013 are provided in 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 the Companies (Management and Administration) Rules, 2014 the details forming part of extract of 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 Company www.akashdeepmetal.in.

23. Auditors and Auditors 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 casual vacancy caused by the resignation of M/s Prakash Santosh & Associates, Chartered Accountants. The term of M/s T.K. Gupta & Associates as Statutory Auditor of the Company 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 a further period of 5 years i.e. from the conclusion of 35th Annual General Meeting till the conclusion of 40th Annual General Meeting. M/s. T.K. Gupta & Associates, Chartered Accountants have confirmed their eligibility and qualification required under the act for holding the office, as Statutory Auditors of the Company.

Auditors report is without any qualification. Further, the observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, 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 their Audit Report, the particulars as prescribed under Section 134(3) (ca) of the Companies Act, 2013 have not been provided.

24. Secretarial Audit Report

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

The Secretarial Auditors Report for the financial year 2018-19, does not contain any qualification, observation or adverse remarks and therefore, in the opinion of the Directors, 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 that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

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 Internal Auditors of your Company. The Internal Auditor monitors the compliance with the objective of providing to the Board of Directors an independent and reasonable assurance on the adequacy and effectiveness of the organizations governance processes.

26. Business Risk Management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment. Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as decided by the management.

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

27. Cost Records and Cost AuditReport

In terms with the provisions of section 148 of the Companies act, 2013 read with the Companies (Cost Records and Audit) Rules 2014, maintenance of cost records and appointment of 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 and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior.

Pursuant to Section 177(9) of the Companies Act, 2013 a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The copy of vigil mechanism policy is uploaded on the website of your company on www.akashdeepmetal.in.

29. The Management Discussion and Analysis Report

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

30. Corporate Governance Report and Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance in 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 & Disclosure Requirements) Regulations, 2015, Compliance with the corporate governance provisions as specified in regulations 17, 17(A),18, 19, 20, 21,22, 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 shall not apply, in respect of- (a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. (b) the listed entity which has listed its specified securities on the SME Exchange.

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

31. Code of Conduct for Prevention of Insider Trading

Your Companys Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, persons forming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, senior management personnel, persons forming part of promoter(s)/promoter group(s), designated employees etc. are restricted in purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitive information about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The Board has also approved the Code for Fair Disclosure in line with SEBI (Prohibition of Insider Trading) Regulation, 2015 and the same can be accessed on companys website–www.akashdeepmetal.in.

32. Corporate Social Responsibility

Provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable on the Company for the financial year ended 31st March 2019.

33. Significant/Material orders Passed by the Regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals 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) Directions, 2015

There was no auction conducted by the Company during the financial year in respect of defaulter 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 dividend, voting or otherwise; b) Your Company does not have any ESOP scheme for its employees/Directors; and c) There is no scheme in your Company to finance any employee to purchase shares of your Company.

36. Directors Responsibility Statement

Pursuant to the provisions of the Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that: a. in the preparation of the annual accounts for the financial year ended 31st March 2019, the applicable accounting standards and Schedule-III of the Companies Act, 2013, have been followed and there are no material departures from the same; b. the Directors 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 your Company as at 31st March 2019 and of the profit and loss of the Company for the financial year ended 31st March 2019; c. 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. the annual accounts have been prepared on a ‘going concern basis; e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

37. Stock Exchange Listing

Your Company has paid the annual listing fees for the financial year 2018-19 to BSE where 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 women employees across its functions, as they are integral and important part of the organization. Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. The following is a summary of sexual harassment complaints received and disposed off during the financial year 2018-2019:

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 for the co- operation and assistance the Company has received from Banks and various Government Departments. The Board also places on record its appreciation of the devoted services of the employees, support and co-operation extended by the valued business associates 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