Koa Tools India Ltd Directors Report

To,

The Members,

KOA TOOLS INDIA LIMITED

Your Directors have immence pleasure in presenting the 26 ^th Annual Report on the business and operations of the Company and Audited Accounts for the Financial Year ended March 31,2015.

Financial Results:

Financial results of the Company during the period ended 31⁵¹ March, 2015 are as under:

Particulars	Financial Year ended
	31st March, 2015	31st March, 2014
Total Income	9,292,657.21	13,865,760.26
Total Expenditure	9,418,459.33	13,824,681.99
Profit/(Loss) Before Tax	(125,802.12)	41,078.27
Less: Provision for Taxation Current Tax Deferred Tax	-	-
Profit/(Loss) after Tax	(125,802.12)	41,078.27
Add: Balance brought forward from previous Year	-	-
Balance Carried forward to Balance Sheet	(125,802.12)	41,078.27

2. DIVIDEND

In view of losses, your Directors are not able to recommend any dividend for the Financial Year 2014-15.

3. PERFORMANCE REVIEW

During the year under review, your company achieved total income of Rs. 9,292,657.21 as compared to Rs. 13,865,760.26 in the previous year. Net loss for the year is Rs. 125,802.12 as comp ared to net profit of Rs. 41,078.27 in the previous year. Your directors are undertaking the initiatives to improve the financial results in the coming years.

4. MANAGEMENT AND DISCUSSION ANALYSIS

Industrial Structure and Development

The Government’s flagship initiative ‘Make in India’ aims to promote manufacturing, which currently constitutes approximately 18% of the GDP versus a targeted 25%. Indias unique combination of democracy, demography and demand would also help make it a suitable manufacturing destination.

Indias growth story got .> boost with the rebasing of GDP data. Based on the new series, the real GDP growth stands at 7.4% in FY 2014-15 and 6.9% in FY 2013-14 i.e. approximately 180 bps higher than earlier estimates. While the data shows that growth recovery has been swift and substantial, several on-ground indicators like growth in industrial output, credit and net t ax revenues, suggest that activity is still sub-par. Changing economic and business conditions, evolving consumer preferences, rapid technological innovation and adoption and globalization are driving corporations to transform the manner in which they operate. Companies are now more focused on their core business objectives such as, revenue, growth, profit ability and asset efficiency and new product development in auto parts industry.

Outlook Risk and Concern

The Company’s business, operations and financial condition are subject to various risks and uncertainties. The company has continuously focused on minimizing adverse impact on its growth, profitability, efficiency and sustainability. During the year the company has carried our assessment of risk and its potential impact on the business. The Company has reviewed and monitored key development in regulating environment and its impact on the supply chain management.

The Company is also in process identifying some opportunities to acquire new lines of business that could contribute to its success.

Opportunities and threats

Machine tool industry is unarguably one of the crucial segments for industrial activity in the country and the key ingredient in the development of the manufacturing sector. Hence, the growth of the machine toots industry has an immense bearing on the entire manufacturing industry, which is critical for the country’s strategic requirements, such as defense, railways, infrastructure, and atomic energy. This sector is also one of the major contributors in the growth of a number of small and medium manufacturing enterprises, which are the second major employment generators of the economy, after agriculture.

Adequacy of Internal Control System

The Company’s internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by qualified personnel for reviewing the adequacy and efficacy of the Company’s internal controls, including its systems and processes and compliance with regulations and procedures. The Companys internal control system is commensurate with the size, nature and operations of the Company.

Financial Performance

Operational Results 2013-14 versus 2014-15

Particulars	2014-15	2013-14
Total Revenue	9,292,657.21	13,865,760.26
Interest & Financial Charges	1,151.69	7,241.61
Expenses	9,329,119.64	13,594,776.96
Depreciation	88,188	222,663.42
Total Expenditure	9,418,459.33	13,824,681.99
Profit Before Tax (PBT)	(125,802.12)	41,078.27
Provision for Tax	-	-
Profit after Tax (PAT)	(125,802.12)	41,078.27
Equity Capital	34,758,500	34,758,500
Reserves & Surplus	6,842,944.15	6,968,746.27
Earnings Per Share	(0.004)	0.001

5. Segment wise Performance:

Company operates only in one segment.

6. Material Changes:

There are no material changes, affecting the financial position of the Company to which the Balance Sheet relates and the date of report.

7. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has in place adequate internal financial controls with reference to financial statements. And there were no reportable material weakness in the design or operation of the company.

8. Details of Subsidiary/Joint Ventures/Associate Companies

The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year.	Not Applicable
Performance & Financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.	Not Applicable

9. Deposits

The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposit s during the year under review.

10. Auditors

• STATUTORY AUDITORS

M/s P.C. Bindal & Co (FRN 003824N) .Chartered Accountants, New Dethi, have been appointed as statutory auditors of the company at the last Annual General Meeting held on 30.09.2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

• SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Himanshu Sharma & Associates, Company Secretaries to undertake the secretarial audit of the company.

• INTERNAL AUDITORS

M/s Aman Madaan and Associates, Chartered Accountants, performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time

11. Auditors’ Report

The observations in the Auditor’s Report are dealt in the notes forming part of accounts at appropriate places and the same being self explanatory, no further comment is considered necessary.

12. Secretarial Audit Report

A Secretarial Audit Report given by Mr. Himanshu Sharma, a company secretary in whole time practice shall be annexed with the report Annexure I’.

The Board of Directors has provided the explanations on every reservation or adverse remark or disclaimer made by the company secretary in practice in the secretarial audit report as follows:

• The Company is in Process of filling the vacancy of Key Managerial Person u/s 203 of the Comp anies Act, 2013.

• The Company is trying its best to put its website into existence soon.

13. Directors:

A) Changes in Directors and Key Managerial Personnel

• At a Board meeting held on 27/03/2015, the Board has appointed Mrs. Usha Mittal (DIN 01733256) as an Additional Director of the Company.

Your Board recommends the appointment of Mrs. Usha Mittal as an Ordinary Director in ensuing Annual General Meeting.

• Mr. Rajeev Mittal, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

B) Declaration by an Independent Director(s) and re- appointment, if any

At the 25^th Annual General Meeting of the Company held on 30^th September, 2014 the company had appointed the existing Directors Mr. Rakesh Shaklani (DIN 02481679) and Mr. Girraj Kishore Sharma (DIN 03430964) as independent directors under the Companies Act, 2013 for 5 consecutive years for a term upto 29^th September, 2019.

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6). ,

C) Evaluation of the Board, its committees and individual directors

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, the individual Directors (including the Chairman) as well as an evaluation of the working of all Board Committees. The Board of Directors was assisted by the Nomination and Remuneration Committee. The performance evaluation was carried out by seeking inputs from all the Directors/Members of the Committees, as the case may be and discussions with the Directors by the Chairman of the NRC.

14. Number of meetings of the Board of Directors

During the year Nine (9) Board Meetings and one independent directors’ meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

15. Committee of the Board "

A. Audit Committee:

i Composition of Audit Committee:	The Audit Committee comprises two Independent Directors namely, Mr. Girraj Kishore Sharma (Chairman), Mr. Rakesh Shaklani and one Non Executive Director Mr. Rajeev Mittal as other members.
ii Reasons for not accepting the recommendations of the Audit Committee:	All the recommendations made by the Audit Committee were accepted by the Board

B. Nomination & Remuneration Committee

Policy laid down by the Nomination And Remuneration Committee for remuneration of Directors, KMP & other employees and the criteria formulated by the committee for determining qualifications, positive attributes, independence of a director.

The following policies of the Company are attached herewith: ‘Annexure- II’

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees

16. Vigil Mechanism and Whistle Blower Policy:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

17. Details of Loans. Guarantees or investments under section 166

(a) Secured Loans:	Nil
(b) Unsecured Loans:	Nil
(c) Current/Non-Current Investments:	Non-Current Investments
	Unquoted (Non Trade) -fully paid up except noted otherwise	No. of shares	Amount (Rs.)
	Balaji Instalment Supp. Ltd	3,50,000	35,00,000
	Era Exports India Limited	80,000	40,00,000
	Massive Apparels Private Limited	5,000	10,00,000
	Niti Consultants Private Limited	50,000	50,00,000
	Sumit Chamicals Private Limited	5,000	25,00,000
	Voice Real Tech Private Limited	50,000	25,00,000
	G.L. Agro Enterprises Pvt Limited	40,000	10,00,000
	Ahinsha Builders Pvt. Ltd.	50,000	50,00,000
	Rishabh Plastic Pvt. Ltd.	16,000	16,00,000
	Kami Mata Auto Pvt Ltd	3,00,000	30,00,000
	Polystar Plastech Pvt Ltd	75,000	15,00,000
	Nova Tubes Pvt. Ltd.	50,000	5,00,000
			3,11,00,000.00
	Less: Provision for diminution in value of unquoted investments		44,50,000.00
	AGGREGATE VALUE OF INVESTMENTS (Unquoted)		2,66,50,000.00
(d) Guarantees:	Nil
(e) Securities Extended :	Nil

18. Corporate Social Responsibility fCSRt

Section 135 of the Companies Act, 2013, is not applicable to the company.

19. Related Party Transactions :

Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC- 2 are included as ‘Annexure- III’

20. Share Capital

The paid-up Equity Share Capital of the Company as on March 31,2015, was Rs. 34,758,500/-. There was no change in the Authorised or Paid-up Capital or Subscribed Capital during FY 2014-15.

21. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: A) Conservation of energy: ¹

(i) the steps taken or impact on conservation of energy;	N.A.
(ii) the steps taken by the company for utilising alternate sources of energy;	N.A.
(iii) the capital investment on energy conservation equipments;	N.A.
(B) Technology absorption:
i) Research and Development (R&D):
(i) Specific area in which R&D carried by the Company	The Company is conducting R&D to make its business more effective.
(ii) Benefits derived as a result of the above R&D	The awareness of services for the benefit of the investor/customer has increased
(iii) Future plan of action	The Company would continue R&D for more customer awareness
(iv) Expenditure on R&D	The Company has not taken any major expenditure on R&D
(a) Capital
(b) Recurring
ii) Technology Absorption. Adaptation and innovation
(i) Efforts in brief, made through towards technology absorption, adaptation and innovation	N.A.
(ii) Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, importsubstitution etc.	N.A.
(iii) Information regarding imported technology	* •
(a) Technology Imported
(b) Year of Import
(c) Has the technology been fully absorbed
(d) It not fully absorbed, areas where this has not taken place,	N.A.
(C) Foreign exchange earnings and Outgo:
1. Activities relating to exporb; initiative taken to increase exports; development of new export markets for products, services and export plans	N.A.
2. Total foreign exchange used and earnedThe information of foreign exchange earnings and outflow is furnished in notes to accounts.	N.A.

22. Extract of the annual return

As required pursuant to section 92(3) oftheCompaniesAct,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is included as a part of this Annual Report. ‘Annexure- IV’

23. Regulatory Action:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

24. Managerial Remuneration:

Details/ Disclosures of Ratio of Remuneration to each Director to the median employee’s remuneration is included as ‘Annexure- V’

25. Corporate Governance and Shareholders information:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report.

Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

26. Directors Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper

explanation relating to material departures;

(b) the directors had 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 st ate 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) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the comp any and that such internal financial controls are adequate and were operating effectively.

(/) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement:

We thank our clients, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. W e thank the Government of India, particularly the Securities and Exchange Board of India (SEBI), Stock Exchanges, the State Governments, and other government agencies/authorities for their support, and look forward to their continued support in future.

Your Company’s employees are the keys for its attaining new heights. Your Directors place on record their deep appreciation of the commitment and professionalism displayed by them.

We also value the support provided by the Companys Shareholders and we look forward to your continuing future support.

	By Order of the Board of Directors
	FOR KOA TOOLS INDIA LIMITED
	(V. K. Mittal)
Place: Noida	Chairman cum Managing Director
Dated: 06.08.2015	DIN:00814649