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
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,
The Directors have not recommended any dividend on Equity Shares for
the year under review.
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
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.
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
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
e) that proper internal financial controls were laid down and that such
internal financial controls are adequate and were operating
f) that proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
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.
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.
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.
The properties and insurable assets and interests of the Company, like
building, plant and machinery and stocks, among others, are adequately
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
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%
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.
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
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
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/
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.
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
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.
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.
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
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
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
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
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)
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