Tentiwala Metal Products Ltd Directors Report.

to

THE MEMBERS,

Your Directors have pleasure in presenting the Annual Report of your Company with the Audited Statement of Accounts for the year ended March 31, 2016.

Financial summary or highlights/Performance of the Company (Standalone)

The Companys financial performance, for the year ended March 31, 2016 is summarized below:

(Rs.)
Particulars 2014-15 2015-16
Total Income 37,43,26,983.38 43,33,03,613.34
Less: Expenditure & Depreciation (36,92,20,888.28) 43,06,66,864.95
Prior period items
Profit before Tax (PBT) 51,06,095.10 26,36,748.39
Less: Tax (25,68,280.21) (10,07,600.00)
Deferred Tax Asset 2,42,256.81 2,99,921.89
Profit After T ax (PAT) 27,80,071.70 19,29,070.28

Dividend

Company has not declared any dividend during the Financial Year.

Reserves

No such amount has been proposed by the board to carry to any reserves.

Details of Subsidiary/Joint Ventures/Associate Companies

Company has not any of its Subsidiary/Joint Ventures/Associate Companies during the Financial Year.

Share Capital

The paid up Equity Share Capital as on March 31, 2016 was Rs. 5,42,40,850/-. During the year under review, the Company has not issued shares with differential voting rights nor granted Employee Stock Options or Sweat Equity Shares.

Fixed Deposits

The Company has not accepted any fixed deposits during the year under report.

Risk management policy

Not applicable to the company.

Statement on Declaration given by Independent Directors:

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)

Particulars of Loans, guarantees or Investments u/s 186

Company has not transacted any business u/s 186 during the financial year.

Material Changes and Commitments, if any:

There were no material changes and commitments have been occurred between the end of the financial year of the company to which the financial statements relate and date of signing of board report affecting the financial position of the company.

Brief description of the Companys working during the year/State of Companys affair

During F/Y 2015-16, your company has generated total revenue of Rs. 43,33,03,613.34/-

Change in the nature of business, if any

The name of the company has been change from "M/s Tentiwal Wire Prooducts Limited" to "M/s Tentiwala Metal Products Limited" vide ROC approval dated 30th October, 2015

No other Change in the nature of the business of the Company done during the year.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

The Company has not received any significant/material orders from the statutory regulatory bodies/courts/tribunals which affect the operations/status of the Company.

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. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Corporate Governance

Your company has been complying with the principles of good corporate governance over the years and is committed to the highest standard of compliance, pursuant to the listing agreement read with regulation 15 (2) of SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulation 17 to 27 and clause (b) to (i) of regulation 46 (2) and para C, D, E of schedule V shall not apply to the company. However, as a good corporate governance practice the company has generally complied with the corporate governance requirements.

The detailed corporate governance report is appended to the directors report vide Annexure-I.

Directors Remuneration Policy and criteria for matters under section 178

The policy formulated by nomination and remuneration committee is disclosed on the companys website i.e. www.tentiwal.com and also appended to Corporate Governance report vide Annexure- I (A) & I (B).

Management Discussion and Analysis Report:-

The Management Discussion and Analysis, is appended to the Corporate Governance Report vide Annexure I-C.

Board and Audit Committee

The details regarding number of board meetings held during the financial year and composition of Audit Committee is appended hereto.

Annual Listing Fee

The Company has paid the annual listing fees for the financial year 2016-2017 to Bombay Stock Exchange Limited on or before the due date. Details of establishment of vigil mechanism for directors and employees

The details of establishment of vigil mechanism for directors and employees to report genuine concerns is disclosed on the companys website i.e. www.tentiwal.com and also made part of Corporate Governance report.

Particulars of Contracts or arrangements with related parties u/s 188

During the year, the Company did not enter into any material transaction with related parties, under Section 188 of the Companies Act, 2013. All transactions entered into by the Company with the related parties were in the ordinary course of business and on an arms length basis. Form AOC-2, as required under Section 134 (3) (h) of the Act, read with Rule 8 (2) of the Companies (Accounts) Rules 2014, is attached as part of this report vide Annexure-II.

Further, the Companys policy on Related Party Transactions is attached as part of this report vide Annexure-II (A).

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure- III and is attached to this report

Disclosure under the Sexual Harassment of Women at workplace (prevention, prohibition and redressal) act, 2013

The 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. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the year 2015-16.

Directors and KMP:

A) Formal Annual Evaluation

The Board has made a formal evaluation of its own performance and that of its committees and individual directors as required under Section 134(3) (p) of the Companies Act, 2013.

B) Directors Liable to retire by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Parag Sharma, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

C) Changes in Directors and Key Managerial Personnel during the F/Y

Name of the Director DIN/PAN Designation Date of Appointment Date of Cessation
Jainendra Kr. Katara 06676568 Non Executive-Independent Director - 09/05/2015
Mr. Manoj Pandey AKXPV0130F Non Executive Director 24/08/2015 23/04/2016
Mr. Govind Sharma 06996971 Non Executive-Independent Director - 24/10/2015

Remuneration to Directors and KMP

Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be providing upon request.

Particulars of Employees:

We are having no employees in respect of whom we are required to give Information in accordance with the Rule (5) (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Extract of the annual return

The details forming part of the extract of the Annual Return in form MGT9 is annexed herewith as ANNEXURE-IV Statutory Auditors

The existing auditor M/s B.B. Agrawal & Co., Chartered Accountants (Firm Registration Number: 000597C), has been appointed as statutory auditors of the company at the Annual General Meeting held on 30.09.2015 until the conclusion of next Annual General Meeting.

Auditors Report

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Secretarial Audit Report

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 Mr. Pramod Kumar Sharma, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2015-2016. The Secretarial Audit Report is appended to this report vide ANNEXURE-V.

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 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) 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;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) 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.

Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For TENTIWALA METAL PRODUCTS LIMITED
Sd/- Sd/-
Radha Pad Tentiwala Kumkum Tentiwala
Place : Mathura (Managing Director) (Whole Time Director)
Date : 30th May, 2016 DIN:00132785 DIN:00132858