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DIRECTOR'S REPORT

Ankit Metal & Power Ltd.

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Market Cap. (₹) 7.06 Cr. P/BV -0.01 Book Value (₹) -34.77
52 Week High/Low (₹) 1/0 FV/ML 10/1 P/E(X) 0.00
Bookclosure 27/09/2018 EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2015-03 
Dear Members,

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.

FINANCIAL HIGHLIGHTS                                     (Rs. in Lacs)

Particulars                                 Curren Year   Previous Year
                                             31.03.2015      31.03.2014

Revenue from Operation (net)                1,14,769.22     1,47,569.53

Other Income                                   1,026.10          312.51

Total Revenue                               1,15,795.32     1,47,882.04

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 Rs. 1,14,769.22 Lacs as against Rs. 1,47,569.53 Lacs in previous year registering a decline of 22.22%. The Company incurred a net loss of Rs. 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 Rs. 1,22,25,00,000 to Rs. 1,41,20,00,000.

The Board of Directors in their meeting held on 30th May, 2015, has decided to raise a sum of Rs. 38.07 crores by issuing 1,90,35,000 Equity Shares of Rs. 10 each at a premium of Rs. 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.

DIVIDEND

The Directors have not recommended any dividend on Equity Shares for the year under review.

BOARD MEETINGS

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

Retirement

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.

Resignation

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.

Appointment/Re-Appointment

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), Execuitve 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 Choudhary's 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 Jain's 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.

DIRECTOR'S 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 Company's 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.

CREDIT RATING

The Company's 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.

PUBLIC DEPOSITS

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.

INSURANCE

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

SI.  Name Of the                 Subsidiary/Joint ventures        % of
No.  Company/                      Associate Companies      contribution

1.   M/s. SKP Mining Pvt. Ltd.       Joint Venture               50%
STATUTORY AUDITORS

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 Auditor's Report which require any clarification/explanation. The Notes to accounts referred to in the Auditor's Report are self-explanatory, and therefore, do not call for any further comments/explanations.

COST AUDITOR

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 Rs. 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 AUDITOR'S 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 Company's shares and prohibits the purchase or sale of Company's 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.

REMUNERATION POLICY

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 arm's 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.

VIGIL MECHANISM

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.

PERFORMANCE/BOARD EVALUATION

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".

CORPORATE GOVERNANCE

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

Management's 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.

CEO/CFO CERTIFICATION

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 @ Rs. 20 (Rupees Twenty only) including a premium of Rs. 10 aggregating to an amount of Rs. 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 Rs. 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:

Annexures Particulars

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)
ACKNOWLEDGEMENT

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 Company's 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                                     Chairman

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