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Ankit Metal and Power Directors Report, Ankit Metal Reports by Directors
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Ankit Metal and Power
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Directors Report Year End : Mar '15    « Mar 14
 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
 
 
 
Source : Dion Global Solutions Limited
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