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Anup Malleables Ltd.

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Annual Report

For Year :
2015 2014 2013 2012 2011 2010

Director’s Report

Dear Members, The Directors have pleasure in submitting their Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2015 1. Financial Summary (Amount in Rs) As at the As at the end of end of current previous reporting reporting period period Total Revenue 17.92,52.079 15.43,65,664 Total Expenses 17,59,52,410 15, 14,29,538 Profit or Loss before Exceptional and Extraordinary items and Tax 32,99,670 29,36,326 Less: Exceptional Items - Less: Extraordinary Items - - Profit or Loss before Tax 32,99,670 29,36,326 Less: Current Tax 6,28,752 5,59,517 MAT Credit (6,28,752) (5,59,517) Deferred Tax (21.997) 74,341 Profit or Loss After Tax 33,21,667 28,61,985 Add: Balance as per last Balance 95,07,493 66,45,508 Sheet Less: Transfer to Reserves - - Less: Adjustment relating to (25,25,002) - Fixed Assets Balance transferred to Balance 1,03,04,159 95,07,493 Sheet 2. Operational & financial growth Total Revenue Total income of the Company for the financial year 2014-15 comprises of Net Sales, work contract receipt and other income amounts to Rs.1,780 Lac which is a increase of 16.88 % over last year''s figure Profit Before Tax Profit before tax for the year under review was Rs.32.99 Lacs, a increase of 12 36 % over the last year''s figure Profit after Tax Profit after tax for the year under review was profit of Rs 33 22 Lacs registered an increased of 16.07% over the last year''s figure. Earnings per Share Earnings per share for (he year under review were Rs1.27 as compared to Rs.1.09 for the last year Net worth Net worth of the Company for the financial year 2014-15 is Rs 416 94 Lac as against Rs. 408.97 Lac of the last year 3. Dividend No Dividend has been declared for the current financial year. 4, Corporate governance Your Company has fully complied with the requirement of Clause-49 of the Listing Agreement regarding Corporate Governance. A Report on Corporate Governance Practices and the Auditors Certificate on compliance of mandatory requirements thereof Is given as annexure to this report 5- Transfer of Unclaimed Dividend to Investor Education and Protection Fund The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year. 6. Review of Business Operations and Future Prospects Your Directors are optimistic about company''s business and hopeful of better performance with increased revenue in next year There was no change in the nature of business of company During the last Financial Year your Company had invested to procure various automatic machines and Jigs, Fixtures & Dies for development of extra large fabricated items such as Bogie Frame Assembly, Side Wall Assembly, Roof Assembly, Under frame Assembly etc. of different Diesel & Electric Locomotives and Coaches Your company had assured to develop all the pending products by the end of the year 2015-2016 and we have groat pleasure to inform you that sincere efforts were made by management and workers of the factory and following products are successfully developed till date - 1. Bogie frame assembly of WAP-9/WAP-7 for Electric locomotives. 2. Bolster assembly of WAG-9M Locomotives 3. Side wall assembly of WAG-9H/WAG-7 Locomotives 4. Head stock assembly of wag-9h locomotives 5. KIT for under frame for EMD Locomotives To maintain its current dominance in the domestic market and to meet the future challenges, your Company is working on a long term strategic plan, which will steer the Company towards a target of manufacture 50 Bogies frame per month , thereby meeting the strategic objectives of achieving leadership in market 6, Opportunities & threats There is a demand for machined castings and fabricated items Domestic as well as International Market. However, threats from firms as well as Wagon manufacturers are still continuing. As their prices are very low. developed and established firms are not able to match their prices. In line with the aspirations of ongoing growth in the fiscal year 2014-15, company is integrating its resources and investing in new technologies to achieve greater performance and long term growth. Company is quite hopeful to get electrical power from DVC very shortly and to re-start its Foundry Division by end of this Financial Year, Once Steel Foundry Division gets started, your company is bound to take a quantum jump from its existing position, 7. Material changes and commitment if any affecting the financial position of the company occurred between the end Of the financial year to which this financial statements relate and the dats of the report No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report 8- Conservation of Energy. Technology Absorption, Foreign Exchange Earnings and Outgo The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company as far as Conservation of Energy or Technology Absorption are concerned, Foreign Exchange Outgo: (Amount in rs) Nature of Expense 2014-15 2013-14 Stores & Spares Purchased 4,93,161 9,75,799 9. Statement concerning development and implementation of Risk Management Policy of the company The current economic environment, in combination with significant growth ambitions of your company, carries with it an evolving set of risks. Company recognises that these risks need to be managed to protect its customers, employees, shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth Risk and opportunity management is therefore a key element of the overall corporate strategy 10. Details of policy developed and implemented by the company on its Corporate Social Responsibility Initiatives The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable 11. Particulars of Loans. Guarantees or Investments made under section 186 of The Companies Act, 2013 Company maintained proper records for loans, guarantees or investments made by the Company under Section 186 of the Companies Act. 2013 during the year under review. 12. Particulars of Contracts or Arrangements made with Related Parties Particulars of contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 is given as annexure to this report. 13. Explanation or comments on Qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their reports There are no qualifications, reservations or adverse remarks made by the Auditors in their report, 14. Company''s policy relating to Directors Appointment, Payment of Remuneration and Discharge of their Duties Your Company has created a Nomination and Remuneration Committee which regulates and monitors directors appointment, payment of remuneration and evaluates their performance in discharge of there duties 15. Annual Return The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure A and is attached to this Report 16. Number of Board Meetings conducted during the year under review The Company has conducted twenty Board Meetings during the financial year under review 17. Directors'' Responsibility Statement: In accordance with the provisions of Section 134(5) of the Companies Act. 2013 the Board hereby submit its responsibility Statement: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, b) the directors 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) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act far safeguarding the assets of the company and for preventing and delecting fraud and other irregularities. d) the directors have prepared the annual accounts on a going concern basis, e) the Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company; 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 18. Subsidiaries. Joint Ventures and Associate Companies The Company does not have any Subsidiary, Joint venture or Associate Company during the year given in annexure enclosed. 19. Deposits The Company has neither accepted nor renewed any deposits during the year under review. 20. Directors Mr Navin Kumar Tulsyan (DIN 00304819) is hereby appointed as an Independent Director of the Company and he shall hold office for a term of five consecutive years from the date of this Annual General Meeting or till the date of the 36th Annual General Meeting whichever is earlier. Mrs. Nikeeta Agarwalla (DIN 05155503) is hereby appointed as an Non-Executive Director of the Company and She shall hold office for a term of five consecutive years from the date of this Annual General Meeting or till the date of the 38th Annual General Meeting whichever is earlier. 21. Declaration of Independent Directors Company received declaration from independent director under the provisions of Section 149 of Company Acl 2013. 22. Adequacy of Internal Financial Controls with reference to Financial Statements The company has adequate Internal Control System commensurate with the size and nature of the business. The system has been designed to ensure that, all assets are acquired economically, used efficiently and protected against loss, destruction or unauthorized use. All resources are used efficiently and effectively Accounting, Financial and other operational information are accurate. reliable and provided timely and all applicable laws and internal policies are complied with true spirit, 23. Auditors M/s Ashok Kedia & Company Chartered Accountants were appointed as Statutory Auditors period of 5 years in the Annual General Meeting held in the year 2015 and are eligible for reappointment, subject to ratification of members at ensuing Annual General Meeting of the company. 24. Disclosure of composition of Audit Committee and providing Vigil Mechanism The provisions of Section 177 of the Companies Act. 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 regarding the Audit Committee and Vigil Mechanism are formed and works as per the position of act. 25. Shares During the year under review, the company has undertaken following transactions: Increase in Share Buy Back of Sweat Equity Bonus Shares Capital Securities Nil Nil Nil Nil Increase in Share Employees Stock Capital Option Plan Nil Nil 26. Details of significant and material orders passed by the Regulators, Courts And Tribunals No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future. 27. Financial Statements Pursuant to Clause 41 of the Listing Agreement entered into with the stock exchanges, the Board of Directors nas pleasure attaching the Financial Statement prepared in accordance with the Accounting Standards prescribed by the institute of Chartered Accountants of India. Since your Company does not have any subsidiary, preparation of the Consolidated Financial Statement is required Listing With Stock Exchanges The Company confirms that it has paid the Annual Listing Fees for the year 2014-2015 to BSE and CSE where the Company''s Shares are listed 28. Acknowledgement Your Directors place on record their sincere thanks to the bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company, For and on behalf of the Board of Directors Ashok Khaitan Suyash Khaitan Director Director DIN: 00293871 DIN: 03349969 Place: Kolkata Date; 30st May 2015

Director’s Report