Ankit Metal & Power Ltd Directors Report.

Dear Shareholders,

The Directors are pleased to present the Companys 16th Annual Report together with Audited Accounts for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars Current Year 31-03-2018 Previous year 31-03-2017
Revenue from Operation (net) 18,779.89 2,596.50
Other Income 16.71 51.39
Total Revenue 18,796.60 2,647.89
Profit before Finance Cost, Depreciation and Tax (7,836.61) (24,366.74)
Less: Depreciation & Amortization 4,121.49 4,053.30
Less: Finance Cost 6,171.76 1,509.62
Less: Tax Expenses - -
Net Profit after Tax (18,129.86) (29,929.66)
Add: Other Comprehensive Income 1.36 8.07
Total Comprehensive Income (18,128.50) (29,921.59)

• Figures of the previous year have been regrouped/revised wherever necessary.

FINANCIAL AND OPERATIONAL REVIEW

During the year under review, the Company has achieved Net Sales/Revenue from Operation of 18,779.89 Lacs as against 2,596.50 Lacs in the previous year. The Company has incurred a Net Loss of 18,128.50 Lacs as against 29,921.59 Lacs in the previous year. The losses are mainly attributed due to Company facing liquidity crunches and increase in input cost.

GENERAL RESERVE

The Company has not transferred any amount to the General Reserve due to the losses incurred during the financial year ended 31st March, 2018.

DIVIDEND

In view of the losses incurred by the Company, the Directors of the Company do not recommend any dividend for the financial year ended 31st March, 2018.

BOARD MEETINGS

During the year under review, the Board of Directors met eight (8) times, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

CHANGES IN SHARE CAPITAL

There was no change in the Share Capital of the Company during the year.

DIRECTORS

Retirement

In accordance with the provisions of the Companies Act, 2013, Mr. Ankit Patni (DIN: 00034907) retires by rotation and being eligible, offers himself for re-appointment.

Appointment/Re-appointment

Pursuant to the provisions of Section 149, 152, 161 of the Companies Act, 2013 along with the rules made thereunder, read with Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Mr. Ravindra Kumar Mehra (DIN: 07898952) was appointed as an Additional Independent Director by the Board of Directors of the Company w.e.f. 11th August, 2017 and regularized as an Independent Director of the Company w.e.f. 21st September, 2017.

Mr. Ayan Choudhari (DIN: 07107054), has been appointed as an Additional Executive Director w.e.f. 20th April, 2018.

Mr. Ankit Patni (DIN: 00034907) was elevated from Non- Executive Promoter Director to Managing Director of the Company w.e.f. 30th May, 2018 subject to shareholders approval at the ensuing Annual General Meeting.

Mr. Ankit Jain (DIN: 07672255) was appointed as an Additional Independent Director by the Board of Directors of the Company w.e.f. 14th December, 2016 and regularized as an Independent Director of the Company w.e.f. 21st September, 2017.

Resignation

Mr. Prem Narayan Khandelwal (DIN: 00438367), Non-Executive Independent Director of the Company has resigned from the Directorship w.e.f. 12th June, 2017.

Mr. Sanjay Singh (DIN: 00531906), Executive Director of the Company has resigned from the directorship of the Company w.e.f. 20th April, 2018.

Mr. Ayan Choudhari (DIN: 07107054), Additional Executive Director of the Company has resigned from the directorship of the Company w.e.f. 30th May, 2018.

Mr. Ravindra Kumar Mehra (DIN : 07898952) Indepdent Director of the Company ceased to be the Director of the Company due to sudden demise w.e.f. 11th August, 2018.

KEY MANAGERIAL PERSONNEL

During the year there was no change in the Composition of Key Managerial Personnel of the Company.

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, 2018.

Accordingly, pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm:

i. that in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. 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 March 31, 2018 and of the profit and loss of the Company for that period;

iii. 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;

iv. that the annual accounts have been prepared on a "going concern" basis;

v. that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively and

vi. 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.

CREDIT RATING

During the year under review Credit Rating has not been done. The Companys credit rating done for the year 2015-16 for Long- Term and Short-Term debts/facilities was D given by ICRA Limited.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not hold any Subsidiary/Joint Venture/Associate Companies during the year under review.

EXTRACT OF ANNUAL RETURN

The details of the extract of the Annual Return in the Form MGT-9 as on 31st March, 2018 is annexed herewith and forms part of this Report as Annexure-I.

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

INSURANCE

The properties and insurable assets and interests of the Company, like building, plant and machinery and stocks, among others, are adequately insured.

AUDIT AND AUDITORS STATUTORY AUDITOR

In terms of the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. J.B.S. & Company, Chartered Accountants (FRN: 323734E) the Auditors of the Company shall hold office from the conclusion of the 15th Annual General Meeting till the conclusion of the 20th Annual General Meeting of the Company, at a remuneration fixed by the Board of Directors of the Company in consultation with the Auditors.

STATUTORY AUDITORS OBSERVATION

Auditors have drawn attention on Note No. 29 of the Ind AS Financial Statements with regard to non-recognition of interest expense amounting to ? 9,966.79 Lacs on the borrowings of the Company for the year ended 31st March, 2018 which is not in accordance with the requirements of Ind AS 23: Borrowing Costs read with Ind AS 109: Financial Instruments.

The Company has not provided accrued interest in its books of accounts during the year. The un-provided liability in respect of interest on borrowings amounted to ? 25,410.10 Lacs. The same have consequential impact on the reported figures. Had the aforesaid interest expense been recognised the Finance Cost would have been ? 16,138.55 Lacs instead of ? 6,171.76 Lacs and total comprehensive loss would have been ? 28,095.29 Lacs instead of ? 18,128.50 Lacs for the year ended 31st March, 2018. Other Equity and other Current Financial Liabilities as at 31st March, 2018 would have been ? (73,136.47) Lacs and ? 42,197.25 Lacs respectively.

Our comments are as under:

The lenders have stopped charging interest on debts, since the dues from the Company have been categorized as Non-Performing Asset (NPA). The Company is in active discussion/negotiation with its lenders to restructure its debts at a sustainable level. In view of the above, pending finalization of the restructuring plan, the Company has not provided accrued interest in its books as the account was declared NPA by the respective lenders. The amount of such interest ? 2,491.70 Lacs for the quarter ended 31st March, 2018 and ? 9,966.79 Lacs for the year ended 31st March, 2018 and penal interest and charges thereof (amount remaining unascertained) has not been provided for. The un-provided liability in respect of interest on Long term and Short term borrowings as on 31st March, 2018 amounted to ? 25,410.10 Lacs. The same has consequential impact on the reported figures. COST AUDITOR

In terms of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors has re-appointed Mr. Sambhu Banerjee, Cost Accountant (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, to conduct an audit of the cost accounting records maintained by the Company for the current financial year beginning from 1st April, 2018 and ending on 31st March, 2019.

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.

SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act, 2013 and rules made there under, M/s. K.C. Dhanuka & Co. (Prop. Mr. K.C. Dhanuka, FCS- 2204), Practicing Company Secretary has been appointed as Secretarial Auditor of the Company for the financial year 2017-18. The report of the Secretarial Auditor in Form MR-3 is enclosed as Annexure-ll to this report.

SECRETARIAL AUDITORS OBSERVATION

The Secretarial Auditor has the following observation in Form MR-3 enclosed as Annexure II:

i. It has been observed that the Company has defaulted in the payment of statutory dues within the prescribed time.

Our Comments is as under:

i. Payment of statutory dues has been delayed due to poor liquidity position.

INTERNAL AUDITOR

In terms of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, on the recommendation of Audit Committee, the Board of Directors has re-appointed M/s. N.R.& Associates, Cost Accountants (FRN: 102903) as Internal Auditor of the Company for the financial year 2018-19 at a remuneration fixed by the Board of Directors of the Company in consultation with the Auditors.

INTERNAL FINANCIAL CONTROL SYSTEM

The Companies Act, 2013 has mandated the Company to have a formal framework of Internal Financial Controls (IFC) and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditor with regard to IFC.

The financial control system and framework is required to ensure:

• The orderly and efficient conduct of its business,

• Safeguarding of its assets,

• The prevention and detection of frauds and errors,

• The accuracy and completeness of the accounting records and

• The timely preparation of reliable financial information.

The Board reviews the effectiveness of controls documented as part of Internal Financial Control (IFC) framework and take necessary corrective actions, where weaknesses are identified as a result of such reviews. This review covers entity level controls, fraud risk controls and information technology environment.

The policies and procedures adopted by the Company ensures the orderly and efficient conduct of its business and adherence to the Companys policies, prevention and detection of frauds and errors, accuracy and completeness of the records and the timely preparation of reliable financial information.

Based on this evaluation, no significant events had come to notice during the year that have materially affected or are reasonably likely to materially affect our IFC. The management has also come to the conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

The Statutory Auditor of the Company has audited the Internal Financial Control over Financial Reporting and their Audit Report is annexed as Annexure-B to the Independent Auditors Report under Financial Statements.

DISCLOSURES ON REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES OF THE COMPANY

Disclosure pertaining to remuneration and other details as required under Section 134(3)(q), 197(12) ofthe Companies Act, 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and subsequent amendments thereto, is annexed to this Directors Report as Annexure III.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A statement giving details of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as required under Section 134(3)(m) ofthe Companies Act, 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014, is annexed to this report as Annexure IV.

DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT

The Board has formulated a Code of Conduct for the Board Members and Senior Management ofthe Company, which has been posted on the website ofthe 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

During the year under review, the name of the Company appeared in the list of 331 Shell Companies as declared by SEBI vide its letter No. SEBI/HO/ISD/OW/P/2017/18183 dated 7th August, 2017. The Company has responded to the various queries raised by the National Stock Exchange of India Limited and BSE Limited in this connection vide SEBI letter No. SEBI/HO/ISD/ OW/P/2017/18926 dated 9th August, 2017. The National Stock Exchange of India Limited vide their order dated 31st January, 2018 has disposed off the case.

MATERIAL CHANGES AFFECTING THE COMPANY

During the year under review, the name of the Company appeared in the list of 331 Shell Companies as declared by SEBI vide its letter No. SEBI/HO/ISD/OW/P/2017/18183 dated 7th August, 2017 due to which the Company was put under GSM Stage VI .The Company has responded to the various queries raised by the National Stock Exchange of India Limited and BSE Limited in this connection. The National Stock Exchange of India Limited vide their order dated 31st January, 2018 has disposed off the case and through its circular dated 15th June, 2018, the Company was updated to GSM Stage I.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details ofthe investments made by Company are given in the notes to the financial statements.

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 has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy ofthe 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. The Company has seeked omnibus approval for related party transactions as per Regulation 23 (3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 for the financial Year 2018-19. Accordingly, particulars of contracts or arrangements entered into by the Company with related parties referred to in Section 188(1) ofthe Companies Act, 2013 in Form AOC-2 (Annexure V) is NIL.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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 Nomination and Remuneration Policy has been made part ofthe Corporate Governance Report.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework 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 minimize risk. The policy is periodically reviewed to ensure that the executive management controls the risk as per decided policy.

DISCLOSURE UNDER SEXUAL HARASSMENT OF EMPLOYEE AT WORKPLACE

The Company has a policy on Sexual Harassment in line with the requirements of the Sexual Harassment of any employee at workplace. The Audit Committee will redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints pertaining to sexual harassment were received during the financial year 2017-18.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 with the Stock Exchanges.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The Familiarisation Programme Policy and details of familiarisation programmes for Independent Directors is available on the Companys website www.ankitmetal.com AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report which forms part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report which forms part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition and terms of reference of Stakeholders Relationship Committee has been furnished in the Corporate Governance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In line with the provisions of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR) policy for the development of programmes and projects for the benefit of weaker sections of the society and the same has been approved by the CSR Committee and the Board of Directors of the Company. The Company has not spent any amount in CSR activities since the Company has incurred losses during the previous three (3) years eroding the entire net worth of the Company. VIGIL MECHANISM

In terms of Section 177 of the Companies Act, 2013, rules framed thereunder and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organisation can be communicated. For this purpose, the Board has a Vigil Mechanism and the same has been uploaded on the website of the Company i.e. www.ankitmetal.com and available at the link http://www.ankitmetal.com/vigil-mechanism.pdf . The policy has been constituted under the guidance of the Chairman of the Audit Committee. During the year under review, there has been no incidence reported which required action by the Audit Committee.

PERFORMANCE/BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the directors individually as well as the evaluation of the functioning of various Committees. The Independent Directors also carried out the evaluation of the Chairman and the Non Independent Directors, the details of which are covered in the Corporate Governance Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Report on Corporate Governance as stipulated under the above regulation forms an integral part of this Annual Report.

Annual Report 2017-18 I 13

MANAGEMENT DISCUSSION AND ANALYSIS

Managements Discussion and Analysis for the year under review, as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

CEO/CFO CERTIFICATION

As required by Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification has been submitted to the Board and forms an integral part of this Annual Report.

AWARDS & ACHIEVEMENTS

During the year under review the Company has not received any awards.

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.

APPRECIATION

The Directors wish to extend their thanks and appreciation for the valuable and continued support received from the shareholders, Companys bankers, Central and State Government authorities, Stock Exchange(s), Depository Participant(s) and all other business associates for the growth of the organization.

The Directors also wish to place on record their deep appreciation to all the employees for their commitment and continued contribution to the Company.

ANNEXURES FORMING PART OF THE DIRECTORS REPORT

The annexures referred to in this report and other information which are required to be disclosed are annexed herewith and forms part of this Directors Report:

Annexure Particulars

i Extract of the Annual Return (Form MGT-9)

ii Secretarial Audit Report (Form MR-3)

mi Particulars of Employees

IV Prescribed particulars of Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgo

V Particulars of Contract or Arrangements with Related Parties (Form AOC-2)

For and on behalf of the Board Ankit Metal & Power Limited

Place: Kolkata Date: 14th August, 2018

Suresh Kumar Patni

Chairman